ex4_1certofdesignation.htm


    CERTIFICATE OF DESIGNATION

    TO THE ARTICLES OF INCORPORATION

    OF

    


    ALTO GROUP HOLDINGS, INC.

    


    The undersigned, Mark Klok, being the
duly elected Chief Executive Officer of ALTO GROUP HOLDINGS, INC., a Nevada
corporation (the “Corporation”), hereby certifies the following:

    


    1.      Pursuant to Section 78.1955
of Nevada Revised Statutes, the Board of Directors of the Corporation has
approved the following designations relating to its preferred stock as
follows:

    


    
      	
              A.  

            	
              Designation of
      Preferred Stock.  Twenty Million (20,000,000) shares of
      the Preferred Stock are designated “Series A Preferred
    Stock.”

            


    

    


    
      	
              B.  

            	
              Rights, Preferences,
      Privileges, and Restrictions of Series A Preferred
      Stock.  The powers, preferences, rights, restrictions,
      and other matters relating to the Series A Preferred Stock are as
      follows:

            


    

     

           a.   No Dividend
Preference.

    
    i.   Any and
all dividends payable to the holders of Common Stock of the corporation shall be
paid on a pari passu basis with holders of the Series A Preferred
Stock.

     

        ii.   In the
event of a conversion of the Series A Preferred Stock pursuant to Section (c),
any accrued and unpaid dividends shall be paid at the election of the holder in
cash or Common Stock at its then fair market value, as determined by the board
of directors.

    


    b.   No Liquidation
Preference.  In the event of any liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, the holders of
Series A Preferred Stock shall not be entitled to receive, prior and in no
preference to any distribution of any of the assets of the Corporation to the
holders of Common Stock.

    


    c.   Conversion.   The
holders of Series A Preferred Stock shall have conversion rights as follows (the
“Conversion Rights”):

     

        i.   Right to
Convert:  Subject to subsection (ii), each share of Series A
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share, at the office of the
Corporation or any transfer agent for such stock, into four (4) fully paid and
nonassessable shares of Common Stock (the “Conversion Ratio”).  The
Conversion Ratio shall be subject to adjustment as set forth in subsection
(ii).

     

              ii.   Mechanics of
Conversion:

     

        1.   Before
any holder of Series A Preferred Stock shall be entitled voluntarily to convert
the same into shares of Common Stock, he/she shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for such stock, and shall give written notice to the Corporation
at such office that he/she elects to convert the same and shall state therein
the number of shares to be converted and the name or names in which he/she
wishes the certificate or certificates for shares of Common Stock to be
issued.  The Corporation shall, as soon as practicable thereafter,
issue and deliver at such office to such holder of Series A Preferred Stock, a
certificate or certificates for the number of shares of Common Stock to which
he/she shall be entitled.  Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of surrender of
the shares of Series A preferred Stock to be converted, and the person or
persons entitled to receive the shares of Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on such date.

     

     

    
      
        
        

      

      
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    2.   If the
conversion is in connection with an underwritten offering of securities pursuant
to the Securities Act, the conversion may, at the option of any holder tendering
shares of Series A Preferred Stock for conversion, be conditioned upon the
closing with the underwriters of the sale of securities pursuant to such
offering, in which event the person(s) entitled to receive the Common Stock upon
conversion of the Series A Preferred Stock shall not be deemed to have converted
such Series A Preferred Stock until immediately prior to the closing of such
sale of securities.

    

    


     d.   Adjustment to Series A
Conversion Ratio:

     

        i.   Adjustment to Conversion
Price for Stock Dividends & for Combination or Subdivision of Common
Stock.  In the event that the Corporation at any time or from
time to time after the Original Issue Date shall declare or pay, without
consideration, any dividend on the Common Stock payable in Common Stock or in
any right to acquire Common Stock for no consideration, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise than by
payment of a dividend in Common Stock or in any right to acquire Common Stock),
or in the event the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, then the Conversion Ratio in effect immediately prior to such
event shall, concurrently with the effectiveness of such event, be
proportionally decreased or increased, as appropriate.  In the event
that the Corporation shall declare or pay, without consideration, any dividend
on the Common Stock payable in any right to acquire Common Stock for no
consideration, then the Corporation shall be deemed to have made a dividend
payable in Common Stock in an amount of shares equal to the maximum number of
share issuable upon exercise of such rights to acquire Common
Stock.

     

        ii.   Adjustments for
Reclassification & Reorganization.  If the Common Stock
issuable upon conversion of the Series A Preferred Stock shall be changed into
the same or a different number of shares of any other class or classes of stock,
whether by capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for in Section (c) above, the
Conversion Ratio then in effect shall, concurrently with the effectiveness of
such reorganization or reclassification, be proportionately adjusted so that the
Series A Preferred Stock shall be convertible into, in lieu of the number of
shares of Common Stock which the holders would otherwise have been entitled to
receive, a number of shares of such other class or classes of stock equivalent
to the number of shares of Common Stock that would have been subject to receipt
by the holders upon conversion of the Series A Preferred Stock immediately
before that change.

    


    
      	
              C.  

            	
              Voting
      Rights.  The holders of Series A Preferred Stock shall be
      entitled to vote on an as-converted basis on any matters requiring the
      vote of holder of the Corporation’s Common Stock,  and shall
      further be entitled to vote as a separate class on those matters reserved
      specifically for holders of capital stock of the Corporation under Nevada
      law.

            


    

    


    
      	
              D.  

            	
              Status of Converted
      Stock.  In the event any shares of Series A Preferred
      Stock shall be converted pursuant to Section (c) hereof, the shares so
      converted shall be canceled and shall not be issuable by the Corporation,
      and the Articles of Incorporation of the Corporation shall be
      appropriately amended to effect the corresponding reduction in the
      Corporation’s authorized capital
stock.

            


    

    


    [End of
Certificate of Designation to Articles of Incorporation]

    


    


    


        1.      This
Certificate of Designation to the Articles of Incorporation was approved by the
board of directors of the Corporation in a meeting duly held under the General
Corporation Law of the State of Delaware.

    


        2.      The
Corporation has no shares of outstanding Common or Preferred Stock entitled to
vote on this Amendment.


    
      
         


      

      
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    IN WITNESS WHEREOF, the undersigned has
executed this Certificate of Designation to the Articles of Incorporation as of
this 3rd day
of March, 2010.

    


    ALTO GROUP HOLDINGS, INC.

    


    


    


    


    /s/ Mark D. Klok

    Mark D. Klok, Chief Executive
Officer


    
      
         


      

      
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