Replies to post #10642 on Alto Group Holdings Inc fka ALTO

[User-65225]

HP, this site has all of the filings...

http://www.otcmarkets.com/stock/ALTO/financials

Heres one example of the type of convertible note that im referring too... http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7595498

Notice how the filings states...

On December 3, 2010, Alto Group Holdings, Inc. (the “Company”) converted into common stock certain notes (the “Notes”) issued by the Company on March 31, 2010 and April 30, 2010. Subject to the terms and conditions of the various conversion agreements entered into with the Note holders, the Company agreed to convert the Note into an aggregate of 40,000,000 shares of common stock of the Company.
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The SEC requires that all the debt and the TERMS be disclosed, yet i look back at the quarterly filings, 8K's, etc issued earlier in the year (after the claimed dates above) and cannot find any info on the "terms and conditions of the various conversion agreements".

Now, keep in mind that the SEC does not review the filings these companies issue. This is the job of the ANNUAL auditor to catch... Before the yearly 10K can be released, it has to be reviewed by an independent source. If this auditor finds that the filings are not complete, the company will get an "e" added to the end of their ticker (ALTOE) and will be given a short amount of time to go back and correct all of the filings, which is very expensive and difficult.

If the company cannot LEGALLY fix the problem and/or the filings are so inaccurate the auditor will not sign off on them, ALTO will be delisted to the pink sheets... FYI, these types of actions can be VERY hard to fix.

FYI, the next report/filing is the annual 10K, so it will be interesting to see if the auditor reads these 8Ks issued this last quarter and tries to locate the terms. They are suppose too, but you never know if the auditor is a company "friend", if you know what i mean...

PS: If anybody can find the terms to the notes issued between the dates above, it would be greatly appreciated... Its possible that i missed it, but i dont think so.

[User-65225]

Heres the auditor that signed off on the last 10K...

http://www.studercpapc.com/index.html

Heres what they wrote in the last 10K, to give you an idea of what the auditors job is...

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Alto Group Holdings, Inc.

I have audited the accompanying balance sheets of Alto Group Holdings, Inc. (the Company), an exploration stage company, as of November 30, 2009 and 2008 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended November 30, 2009 and 2008, and for the period September 21, 2007 (inception) to November 30, 2009. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Alto Group Holdings Inc. as of November 30, 2009 and 2008 and the results of its operations and its cash flows for the years ended November 30, 2009 and 2008, and for the period September 21, 2007 (inception) to November 30, 2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ MICHAEL T. STUDER CPA P.C.
Michael T. Studer CPA P.C.




Freeport, New York
March 15, 2010