Replies to post #13422 on Alto Group Holdings Inc fka ALTO

[VIPR]

let us know what he responds with.........Thanks! :-)

Good afternoon Mark



I appreciate your time today, the reason for my email is to further discuss the Company which I’m presently holding shares with. In May when we discussed the Company, but never got into a wide range of details, as I understand your obligations of reporting important information to the Public is limited only in press release news. When I asked about the Company’s directional growth and mining dates, you referenced the up coming news releases and indicated it was an exciting time for shareholders. My most important questions today, does the Company plan on continuing to issue Common shares with/without promissory notes and will this cause more dilution? The mining in Mexico is stated to start operating in late Sept/Oct, is this in fact true statements? I have been holding quite some time now, in anticipation of Company growth.

[VIPR]

SEC filing: Alto Group Holdings Converts Note to Common Stock
Posted August 15, 2011

Bishi, he is destroying the value of your investment in his company :(

On August 11, 2011, Alto Group Holdings, Inc. converted into common stock a certain note issued by the Company on December 2, 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 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 11, 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.

Section 4(2) of the Securities Act exempts from registration "transactions by an
issuer not involving any public offering."

To qualify for this exemption, the
purchasers of the securities must:
• have enough knowledge and experience in finance and business matters to
evaluate the risks and merits of the investment (the "sophisticated investor"),
or be able to bear the investment's economic risk;
• have access to the type of information normally provided in a prospectus; and
• agree not to resell or distribute the securities to the public.
In addition, you may not use any form of public solicitation or general advertising in
connection with the offering.

It does NOT appear to me that these securities would meet the exemtion requirements IMO

Exemptions: By exempting many small offerings from the registration process, the
SEC seeks to foster capital formation by lowering the cost of offering securities to the
public.
A company's securities offering may qualify for one of several exemptions from the
registration requirements. However, all securities transactions, even exempt
transactions, are subject to the antifraud provisions of the federal securities laws.
Make sure you check with the appropriate state securities administrator before
proceeding with your offering.

Section 3(a)(11) of the Securities Act is generally known as the "intrastate
offering exemption." To qualify for the intrastate offering exemption, your
company must:
• be incorporated in the state where it is offering the securities;
• carry out a significant amount of its business in that state; and
• make offers and sales only to residents of that state.
Your company must determine the residence of each purchaser. If any of the
securities are offered or sold to even one out-of-state person, the exemption may be
lost.