Alto Group Holdings Inc fka ALTO

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Form 8-K for ALTO GROUP HOLDINGS INC.

27-Apr-2011

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement

On April 21, 2011, Alto Group Holdings, Inc. (the "Company") formed a new subsidiary company, Alto Cascade Resources, LLC, a Utah limited liability company ("ACR"). The Company owns 51% of the membership units of ACR and Douglas G. McFarland owns 49% of the membership units of ACR, see attached Articles of Organization and Operating Agreement. ACR will be managed initially by 2 managers, Mark Klok and Douglas G. McFarland. ACR was formed for the purpose of developing and exploring the Mt. Baker Mining District, Whatcom County, Washington. ACR has filed 30 Lode Mining Claims with the Bureau of Land Management, Oregon State Office and intends to explore and develop these claims, see attached Lode Mining Claims.



Item 1.02 Termination of a Material Definitive Agreement

On April 26, 2011, the Company terminated its Joint Venture Agreement with American Enviro-medial LLC, a California limited liability company ("AEM"). AEM owned the Horse Shoe Bar mining and mineral lease on the Middle Fork of the American River in California (the "Mineral Lease"). The Company and AEM formed Alto Horse Shoe Bar Mining LLC (the "Joint Venture Company") to operate and manage the joint venture. Unfortunately, the Mineral Lease has been revoked and the Joint Venture is being dissolved. The Company has no further obligations to the Joint Venture Company or to AEM.

Item 9.01 Exhibits

2.2 Lode Mining Claims- Mt. Baker Mining District

3.1 Articles of Organization of Alto Cascade Resources, LLC

3.2 Operating Agreement of Alto Cascade Resources, LLC