Item 1.01 Entry into a Material Definitive Agreement
On October 25, 2010, Alto Group Holdings, Inc. (the “Company”) converted into common stock a certain note (the “Note”) issued by the Company on March 14, 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 15,000,000 shares of common stock of the Company.
Item 3.02 Unregistered Sales of Equity Securities
As described in Item 1.01 above, on October 25, 2010, the Company issued 15,000,000 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.