Alto Group Holdings Inc fka ALTO

[VIPR]

Item 1.01 Entry into a Material Definitive Agreement



On August 17, 2011, Alto Group Holdings, Inc, (the "Company") converted into common stock a certain promissory note (the "Note") originally issued by the Company on December 1, 2010. Subject to the terms and conditions of the various conversion agreements entered into with the Note holder, the Company agreed to convert the Note into 20,000,000 shares of common stock of the Company.



Item 3.02 Unregistered Sales of Equity Securities



As described in Item 1.01 above, on August 17, 2011, the Company issued 20,000,000 shares of common stock to Noteholders. The Noteholders are all “accredited investors” as defined under Rule 501 of Regulation D. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that these transactions were exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.





SIGNATURES







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Alto Group Holdings, Inc.

Date: August 22, 2011 By: /s/ Mark Klok
Mark Klok
Chief Executive Officer

Read more: http://www.faqs.org/sec-filings/110823/Alto-Group-Holdings-Inc_8-K/#ixzz1Vwj2ibQE