-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrEcz43mSBGoY1Z9y2m7R4yOma92Qhnks9dheel/fCuTQwg5L81AzCyyJ8bynB1L GsTFdnTnOtrTxkeiYSwBug== 0001391609-11-000076.txt : 20110228 0001391609-11-000076.hdr.sgml : 20110228 20110225184538 ACCESSION NUMBER: 0001391609-11-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110222 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110228 DATE AS OF CHANGE: 20110225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alto Group Holdings Inc. CENTRAL INDEX KEY: 0001430124 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53592 FILM NUMBER: 11642721 BUSINESS ADDRESS: STREET 1: 110 WALL STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-709-8036 MAIL ADDRESS: STREET 1: 110 WALL STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 8-K 1 f8_kalto.htm FORM 8-K ALTO GROUP HOLDINGS, INC. f8_kalto.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 22, 2011


ALTO GROUP HOLDINGS, INC.
(Exact  Name of Registrant as Specified in Charter)



Nevada
000-53592
27-0686507
(State of Other Jurisdiction
(Commission File
(IRS Employer
Of Incorporation)
Number)
Identification No.)

245 Park Avenue, Ste 2431
New York, NY
 
10167
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code:  (801) 816-2520


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act




 
 
 


Item 1.01 Entry into a Material Definitive Agreement
 
     On February 22, 2011,   Alto Group Holdings, Inc. (the “Company”) converted into common stock a certain note (the “Note”) issued by the Company on June 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 20,000,000 shares of common stock of the Company.

Item 1.02 Termination of a Material Definitive Agreement
 
     On February 23, 2011, Alto Group Holdings, Inc. (the “Company”) terminated its non-binding Memorandum of Understanding to enter into a joint venture agreement with Royal Coal Corp., a coal mining company based in Hazard County, Kentucky.  Definitive terms could not be reached between the parties prior to the expiration of the Memorandum of Understanding.

Item 3.02 Unregistered Sales of Equity Securities
 
     As described in Item 1.01 above, on February 22, 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:  February 25, 2011
By:
/s/ Mark Klok  
    Mark Klok   
    Chief Executive Officer   
       
 

 
 


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