Replies to post #21527 on DD Support Board and Research Team

[samsamsamiam]

odd that that poster never posted on ihub before either!


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Good Golly!

Item 1.01 Entry into a Material Definitive Agreement

On December 14, 2010, Alto Group Holdings, Inc. (the “Company”) approved the conversion into common stock certain notes (the “Notes”) issued by the Company between February 1, 2011 and June 1, 2011. Subject to the terms and conditions contained therein, the Notes were converted into an aggregate of 4,287,142,876 shares of common stock of the Company.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, on December 14, 2011, the Company issued 4,287,142,876 shares of common stock to various Noteholders. 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: December 15, 2011 By: /s/ Mark Klok
Mark Klok
Chief Executive Officer


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Well certainly investors should have seen THAT coming!


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 1, 2011, the Board and holders of a majority of the voting rights of the Company’s capital stock issued and approved a restatement of the Company’s Articles of Incorporation. The purpose of the restatement of the Articles of Incorporation was to increase the number of authorized shares of Common Stock from 50,000,000 to 7,000,000,000 shares. A copy of the amended and restated Articles of Incorporation of the Company is attached as an exhibit to Current Report.

Also on December 1, 2011, the Board of Directors approved an amendment and restatement of the Certificate of Designation to the Company’s Articles of Incorporation. The only change to the Company’s Certificate of Designation is a change in the number of voting rights applicable to each share of Preferred Stock from twenty thousand (20,000) to one hundred fifty thousand (150,000). The amended and restated Certificate of Designation is attached as an exhibit to this Current Report.