f8_kaltogroup.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): March 3, 2010
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.)
|
|
110
Wall Street, 11th Floor
New
York, New York
|
10005
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (212) 709-8036
(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 March 3,
2010, the Company approved the creation of Class “A” shares of restricted
Preferred Stock (“Preferred Shares”). The rights, preferences,
privileges, restrictions and characteristics of the Preferred Shares are
detailed in the Certificate of Designation to the Articles of Incorporation
filed as an exhibit to this filing. The Company approved the
surrender, conversion and exchange of 48,000,000 shares of restricted common
stock beneficially held by Mark Daniel Klok into 14,000,000 Preferred
Shares. As a result of the conversion into Preferred Shares, Mr. Klok
continues to have voting control of the Company. Mr. Klok holds a
beneficial interest in 14,000,000 Preferred Shares which are convertible at the
discretion of Mr. Klok into 56,000,000 shares of common stock, representing
52.01% of all shares of common stock issued and outstanding on an as-converted
basis. Holders of the Preferred Shares are entitled to vote together
with holders of common stock on all matters, consequently giving Mr. Klok voting
control of the Company.
Item
3.03 Material Modification to Rights of Security Holders
Same as
detailed in Item 1.01 above.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Same as detailed in Item 1.01
above.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits.
The following document is being
filed herewith by the Company as an exhibit to this Current Report on Form
8-K:
4.1 Certificate of Designation
to the Articles of Incorporation
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.
By: /s/ Mark
Klok
Date: March
5,
2010 _____________________________________________
Mark Klok
Chief Executive Officer