UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2009OR[   ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
file number 000-53592





ALTO
GROUP HOLDINGS INC.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





110
Wall Street


11th
Floor


New
York, New York 10005-3198


(Address
of principal executive offices, including zip code.)





212-709-8036


(Registrant’s
telephone number, including area code)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the last 90 days.


YES
[X]   NO [   ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,
“accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.





Large accelerated
      filer
              [   ]
              Accelerated
      filer
              [   ]


Non-accelerated
      filer
              [   ]
              Smaller reporting
      company
              [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).YES
[X]  NO [  ]





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 9,960,000 as of April 10, 2009.











PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





Alto
Group Holdings Inc.


(An
Exploration Stage Company)


February
28, 2009





IndexFINANCIAL
      STATEMENTSBalance
      Sheets
            F–1Statements
      of Operations
            F–2Statements
      of Stockholders’ Equity (Deficit)
            F–3Statements
      of Cash Flows
            F–4NOTES
      TO THE FINANCIAL STATEMENTS
            F–5

























-2-





Alto
      Group Holdings Inc.(An
      Exploration Stage Company)Balance
      Sheets(Expressed
      in US Dollars)February
      28,
                                            
                                            
                                            November
      30,2009
                                            
                                            
                                            2008(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                                            
                                            $
                                            1,906
                                            
                                            
                                            $
                                            1,110Total
      current assets
                                            
                                            
                                            1,906
                                            
                                            
                                            
                                            1,110Mineral
      property acquisition costs, less reservefor
      impairment of $6,500
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Total
      Assets
                                            
                                            $
                                            1,906
                                            
                                            
                                            $
                                            1,110LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable and accrued liabilities
                                            
                                            $
                                            4,458
                                            
                                            
                                            $
                                            3,085Due
      to related party
                                            
                                            
                                            20,880
                                            
                                            
                                            
                                            10,886Total
      current liabilities
                                            
                                            
                                            25,338
                                            
                                            
                                            
                                            13,971Stockholders'
      DeficitPreferred
      Stock, $0.00001 par value;authorized
      100,000,000 shares, none issued and outstanding
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      Stock, $0.00001 par value;authorized
      100,000,000 shares,issued
      and outstanding 9,960,000 shares
                                            
                                            
                                            100
                                            
                                            
                                            
                                            100Additional
      paid-in capital
                                            
                                            
                                            59,900
                                            
                                            
                                            
                                            57,500Deficit
      accumulated during the exploration stage
                                            
                                            
                                            (83,432
                                            )
                                            
                                            
                                            (70,461
                                            )Total
      stockholders' equity (Deficit)
                                            
                                            
                                            (23,432
                                            )
                                            
                                            
                                            (12,861
                                            )Total
      Liabilities and Stockholders' Equity (Deficit)
                                            
                                            $
                                            1,906
                                            
                                            
                                            $
                                            1,110























See notes
to financial statements





F-1


-3-





Alto
      Group Holdings Inc.(An
      Exploration Stage Company)Statements
      of Operations(Expressed
      in US Dollars)(Unaudited)For
      the three months ended February 28, 2009
                                                  
                                                  
                                                  For
      the three months ended February 29, 2008
                                                  
                                                  
                                                  Accumulated
      from September 21, 2007 (Date of Inception) to February 28,
      2009Revenue
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Costs
      and expensesExploration
      and carrying costs
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,625General
      and administrative
                                                  
                                                  
                                                  10,571
                                                  
                                                  
                                                  
                                                  22,139
                                                  
                                                  
                                                  
                                                  59,907Donated
      services
                                                  
                                                  
                                                  2,400
                                                  
                                                  
                                                  
                                                  2,400
                                                  
                                                  
                                                  
                                                  14,400Impairment
      of mineral property acquisition costs
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  6,500
                                                  
                                                  
                                                  
                                                  6,500Total
      costs and expenses
                                                  
                                                  
                                                  12,971
                                                  
                                                  
                                                  
                                                  31,039
                                                  
                                                  
                                                  
                                                  83,432Net
      Loss
                                                  
                                                  $
                                                  (12,971
                                                  )
                                                  
                                                  $
                                                  (31,039
                                                  )
                                                  
                                                  $
                                                  (83,432
                                                  )Net
      loss per shareBasic
      and diluted
                                                  
                                                  $
                                                  (0.00
                                                  )
                                                  
                                                  $
                                                  (0.00
                                                  )Weighted
      Average Shares OutstandingBasic
      and Diluted
                                                  
                                                  
                                                  9,960,000
                                                  
                                                  
                                                  
                                                  9,960,000



































See notes
to financial statements





F-2


-4-





Alto
      Group Holdings Inc.(An
      Exploration Stage Company)Statements
      of Stockholders' Equity (Deficit)For
      the Period September 21, 2007 (Inception) to February 28,
    2009(Expressed
      in US Dollars)Common
      Stock, $0.00001 par value
                                  
                                  Additional
      Paid-in
                                    Capital
                                  
                                  Subscriptions
      Receivable
                                  
                                  Deficit
      Accumulated During the Exploration Stage
                                  
                                  TotalShares
                                  
                                  AmountCommon
      shares sold for cash at $0.001 per share
                                  
                                  
                                  6,000,000
                                  
                                  
                                  $
                                  60
                                  
                                  
                                  $
                                  5,940
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  6,000Common
      shares sold for cash at $0.01 per share
                                  
                                  
                                  3,960,000
                                  
                                  
                                  
                                  40
                                  
                                  
                                  
                                  39,560
                                  
                                  
                                  
                                  (4,500
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  35,100Donated
      services and expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,400
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,400Net
      Loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (5,772
                                  )
                                  
                                  
                                  (5,772
                                  )Balance
      - November 30, 2007
                                  
                                  
                                  9,960,000
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  47,900
                                  
                                  
                                  $
                                  (4,500
                                  )
                                  
                                  $
                                  (5,772
                                  )
                                  
                                  $
                                  37,728Common
      stock subscriptions collected
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  4,500
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  4,500Donated
      services and expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,600
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  9,600Net
      Loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (64,689
                                  )
                                  
                                  
                                  (64,689
                                  )Balance
      - November 30, 2008
                                  
                                  
                                  9,960,000
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  57,500
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (70,461
                                  )
                                  
                                  $
                                  (12,861
                                  )Unaudited
      :Donated
      services and expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,400
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,400Net
      Loss
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (12,971
                                  )
                                  
                                  
                                  (12,971
                                  )Balance
      - February 28, 2009
                                  
                                  
                                  9,960,000
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  59,900
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (83,432
                                  )
                                  
                                  $
                                  (23,432
                                  )






























































See notes
to financial statements





F-3


-5-





Alto
      Group Holdings Inc.(An
      Exploration Stage Company)Statements
      of Cash Flows(Expressed
      in US Dollars)(Unaudited)For
      the three months ended February 28, 2009
                                              
                                              
                                              For
      the three months ended February 29, 2008
                                              
                                              
                                              Accumulated
      from September 21, 2007 (Date of Inception) to February 28,
      2009Cash
      Flows from Operating ActivitiesNet
      loss
                                              
                                              $
                                              (12,971
                                              )
                                              
                                              $
                                              (31,039
                                              )
                                              
                                              $
                                              (83,432
                                              )Adjustments
      to reconcile net lossto
      net cash provided by (used for) operating activitiesDonated
      services and expenses
                                              
                                              
                                              2,400
                                              
                                              
                                              
                                              2,400
                                              
                                              
                                              
                                              14,400Impairment
      of mineral property acquisition costs
                                              
                                              
                                              -
                                              
                                              
                                              
                                              6,500
                                              
                                              
                                              
                                              6,500Change
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
                                              
                                              
                                              1,373
                                              
                                              
                                              
                                              1,037
                                              
                                              
                                              
                                              4,458Net
      cash used for operating activities
                                              
                                              
                                              (9,198
                                              )
                                              
                                              
                                              (21,102
                                              )
                                              
                                              
                                              (58,074
                                              )Investing
      ActivitiesMineral
      property acquisition costs
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (6,500
                                              )
                                              
                                              
                                              (6,500
                                              )Net
      cash provided by investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (6,500
                                              )
                                              
                                              
                                              (6,500
                                              )Cash
      Flows from Financing ActivitiesIncrease
      in due to related party
                                              
                                              
                                              9,994
                                              
                                              
                                              
                                              4
                                              
                                              
                                              
                                              20,880Proceeds
      from sale of common stock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              4,500
                                              
                                              
                                              
                                              45,600Net
      cash provided by financing activities
                                              
                                              
                                              9,994
                                              
                                              
                                              
                                              4,504
                                              
                                              
                                              
                                              66,480Increase
      (Decrease) in cash
                                              
                                              
                                              796
                                              
                                              
                                              
                                              (23,098
                                              )
                                              
                                              
                                              1,906Cash
      - beginning of period
                                              
                                              
                                              1,110
                                              
                                              
                                              
                                              40,025
                                              
                                              
                                              
                                              -Cash
      - end of period
                                              
                                              $
                                              1,906
                                              
                                              
                                              $
                                              16,927
                                              
                                              
                                              $
                                              1,906Supplemental
      disclosures of cash flow information:Interest
      paid
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Income
      taxes paid
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -





See notes
to financial statements





F-4


-6-





Alto
Group Holdings Inc.


(an
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


February
28, 2009


(Unaudited)





1.
            Nature
      of Operations





Alto
Group Holdings Inc. (the “Company”) was incorporated in the State of Nevada on
September 21, 2007. The Company is an Exploration Stage Company, as defined by
Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting for
Development Stage Enterprises”. The Company’s principal business is the
acquisition and exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are economically
recoverable.





On March
21, 2008, the Company filed a Registration Statement on Form S-1 with the United
States Securities and Exchange Commission (“SEC”) to register 3,960,000 shares
of common stock for resale by existing stockholders of the Company at $0.01 per
share until the shares are quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices. On April 9, 2008, the Registration Statement was
declared effective by the SEC. The Company will not receive any proceeds from
the resale of shares of common stock by the shareholders.





2.
            Interim
      Financial Information





The
unaudited financial statements as of February 28, 2009 and for the three months
end February 28, 2009 and February 29, 2008 and for the period September 21,
2007 (inception) to February 28, 2009 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of February 28, 2009 and the results of operations and
cash flows for the periods then ended. The financial data and other information
disclosed in these notes to the interim financial statements related to these
periods are unaudited. The results for the three month period ended February 28,
2009 is not necessarily indicative of the results to be expected for any
subsequent quarter or the entire year ending November 30, 2009. The balance
sheet at November 30, 2008 has been derived from the audited financial
statements at that date.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended November 30, 2008 as included in our Form
10-K filed with the Securities and Exchange Commission on March 2,
2009.





3.
            Related
      Party Balances/Transactions





a)
            During
      the three month period ended February 28, 2009, the Company recognized a
      total of $2,400 (February 29, 2008 - $2,400) for management services at
      $800 per month provided by the sole Director of the
    Company.





b)
            At
      February 28, 2009, the Company is indebted to the sole director of the
      Company for $20,880 (November 30, 2008 - $10,886) representing advances
      and expenditures paid on behalf of the Company. This amount is unsecured,
      non-interest bearing, due on demand and has no specific terms of
      repayment.





F-5


-7-


Alto
Group Holdings Inc.


(an
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


February
28, 2009


(Unaudited)





4.
            Mineral
      Property





On
December 14, 2007, the Company paid $6,500 for a 100% interest in a Mineral
Claim located in Clark County, Nevada and $2,500 for a geological report
conducted on the respective mining claim. In August 2008, an annual fee of $125
was paid for the claim. The cost of the mineral property was initially
capitalized. At February 29, 2008, the Company recognized an impairment loss of
$6,500, as it had not yet been determined whether there were proven or probable
reserves on the property.





5.
            Common
      Stock





a)
            On
      September 21, 2007, the Company issued 6,000,000 shares of common stock at
      $0.001 per share to the sole Director of the Company for cash proceeds of
      $6,000.





b)
            During
      the period ended November 30, 2007, the Company accepted stock
      subscriptions for 3,960,000 shares of common stock at $0.01 per share or
      $39,600 total. $35,100 was collected by November 30, 2007 and $4,500 was
      collected in December 2007.





6.
            Income
      Taxes





A
reconciliation of the expected income tax recovery computed by applying the
statutory United States federal income tax rate of 34% to income (loss) before
taxes follows:


For
      the three
                    months
      ended
                    February
      28,
                    2009
                  
                  For
      the three
                    Months
      ended
                    February
      29,
                    2008
                  
                  September
      21, 2007 (Date of inception) to February 29,
                    2008Income
      tax recovery at statutory rate
                  $
                  4,410
                  $
                  10,553
                  $
                  28,367Non-deductible
      donated services
                  
                  (816)
                  
                  (816)
                  
                  (4,896)Valuation
      allowance change
                  
                  (3,594)
                  
                  (9,737)
                  
                  (23,471)Provision
      for income taxes
                  $
                  –
                  $
                  –
                  $
                  –





The
components of the net deferred tax asset at February 28, 2009 and November 30,
2008 consist of:





February
      28,
                2009
              
              November
      30,
                2008Net
      operating loss carry-forward
              $
              23,471
              $
              19,877Valuation
      allowance
              
              (23,471)
              
              (19,877)Net
      deferred income tax asset
              $
              –
              $
              –














F-6


-8-


Alto
Group Holdings Inc.


(an
Exploration Stage Company)


NOTES TO
FINANCIAL STATEMENTS


February
28, 2009


(Unaudited)





Potential
benefits of income taxes are not recognized in the accounts until realization is
more likely than not. At February 28, 2009, the Company has a net operating loss
carry-forward of $69,032 which expires $3,372 in 2027, $55,089 in 2028 and
$10,571 in 2029. Pursuant to SFAS No. 109 the Company is required to compute tax
asset benefits for net operating losses carried forward. Potential benefit of
net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.





Current
United States income tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.





































































































F-7


-9-


ITEM
      2.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.





This section of this report includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.





Plan
of Operation





We are a start-up, exploration stage
corporation and have not yet generated or realized any revenues from our
business activities.





Our auditors have issued a going
concern opinion. This means that there is substantial doubt that we can continue
as an on-going business for the next twelve months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues and
no revenues are anticipated until we begin removing and selling minerals. Our
success or failure will be determined by what we find under the
ground.





To meet our need for cash we must raise
money in order to operate. If we find mineralized material and it is
economically feasible to remove the mineralized material, we will have to raise
additional money through a subsequent private placement, public offering or
through loans. We do not have enough money to conduct exploration activities on
the property. Currently we have to find alternative sources of capital, like a
second public offering, a private placement of securities, or loans from our
sole officer or others.





Our sole officer and director may be
unwilling to make any commitment to loan us any money except to cover expenses
relating to reclamation if materialized material is not found at this time. At
the present time, we have not made any arrangements to raise additional cash. If
we can't raise additional money, we will cease activities entirely.





We have the right to conduct
exploration activities on one property. Even if we complete our current
exploration program and it is successful in identifying a mineral deposit, we
will have to spend substantial funds on further drilling and engineering studies
before we will know if we have a commercially viable mineral deposit, a
reserve.





We will be conducting research in the
form of exploration of the property subject to receipt of additional capital.
Our exploration program is explained in as much detail as possible in the
business section of this report. We are not going to buy or sell any plant or
significant equipment during the next twelve months. We will not buy any
equipment until have located a reserve and we have determined it is economical
to extract the minerals from the land.





-10-


We do not intend to interest other
companies in the property if we find mineralized materials. We intend to try to
develop the reserves ourselves.





We do not intend to hire additional
employees at this time. All of the work on the property will be conducted by
unaffiliated independent contractors that we will hire. The independent
contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.





We intend to seek alternative
opportunities in order to potentially enhance shareholder
value.  Management intends to review other potential assets for
acquisition.





Results
of Operations





We completed our private placement and
raised $39,600.  Since then, we have conducted no operations and
exhausted all of our money.





Milestones





The milestones are as
follows:





1. Raise additional
capital.





2. Retain our consultant to manage the
exploration of the property. - Maximum cost of $5,000. Time of retention 0-90
days.





3. Trenching. Trenching will cost
approximately $14,000 and will be conducted by unrelated
subcontractors.  Trenching includes grid installation, metal
detection, sample collecting and shipping the samples for testing.





4. Have an independent third party
analyze the samples.  We estimate that it will cost $2,000 to analyze
the samples and will take 30 days.





We have no money at the present time
and cannot operate until we raise additional capital.





Limited
Operating History; Need for Additional Capital





There is no historical financial
information about us upon which to base an evaluation of our performance. We are
an exploration stage corporation and have not generated any revenues from
activities. We cannot guarantee we will be successful in our business
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.





-11-


To become profitable and competitive,
we have to conduct research and exploration of the property before we start
production of any minerals we may find. We are seeking additional equity
financing to provide for the capital required to implement our research and
exploration phases.





We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution to existing
shareholders.





Liquidity
and Capital Resources





Since inception, we have issued
9,960,000 shares of  our common stock and received
$45,600.





As of the date of this report, we
appear to be insolvent and it appears we do not have capital to operate, but our
president will be injecting more funds into the Company to keep it
operational.





In September 2007,  we issued
6,000,000 shares of common stock to our sole officer and director, Tareq Hinawy,
pursuant to the exemption from registration contained in Regulation S of the
Securities Act of 1933.  The purchase price of the shares was
$6,000.  This was accounted for as an acquisition of
shares.  Tareq Hinawy covered some of our initial expenses for
incorporation documents, administrative costs, and courier costs.  The
amount owed to Mr. Hinawy  is non-interest bearing, unsecured and due
on demand.  Further the agreement with Mr. Hinawy is oral and there is
no written document evidencing the agreement.





In December 2007, we issued 3,960,000
shares of common stock to 44 individuals in consideration of
$39,600.





As of February 28, 2009, our total
assets were $1,906 and our total liabilities were $25,338.





Recent
accounting pronouncements





In December 2007, the Financial
Accounting Standards Board (“FASB”) issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements - An amendment of ARB No.
51”.SFAS 160 requires companies with noncontrolling interests to disclose such
interests clearly as a portion of equity but separate from the parent’s
equity.  The noncontrolling interest’s portion of net income must also
be clearly presented on the Income Statement.  SFAS 160 is effective
for financial statements issued for fiscal years beginning after December 15,
2008. The adoption of this statement is not expected to have a material effect
on the Company's future financial position or results of
operations.





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In December 2007, the Financial
Accounting Standards Board (“FASB”) issued SFAS No. 141,(revised 2007),
“Business Combinations”.  SFAS 141 (R) applies the acquisition method
of accounting for business combinations established in SFAS 141 to all
acquisitions where the acquirer gains a controlling interest, regardless of
whether consideration was exchanged.  Consistent with SFAS 141, SFAS
141 (R) requires the acquirer to fair value the assets and liabilities of the
acquiree and record goodwill on bargain purchases, with main difference the
application to all acquisitions where control is achieved.  SFAS 141
(R) is effective for financial statements issued for fiscal years beginning
after December 15, 2008.  The adoption of this statement is not
expected to have a material effect on the Company's future financial position or
results of operations.





In February 2007, the FASB issued SFAS
No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”.
SFAS No. 159 permits entities to choose to measure many financial instruments
and certain other items at fair value that are not currently required to be
measured at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. SFAS No. 159 also
establishes presentation and disclosure requirements designed to facilitate
comparisons between entities that choose different measurement attributes for
similar types of assets and liabilities. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The Company has not yet determined
whether it will elect the fair value option for any of its financial
instruments.





In March 2008, the FASB issued FASB
Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and
Hedging Activities". SFAS 161 requires companies with derivative instruments to
disclose information that should enable financial-statement users to understand
how and why a company uses derivative instruments, how derivative instruments
and related hedged items are accounted for under FASB Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities" and how
derivative instruments and related hedged items affect a company's financial
position, financial performance and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The adoption of this statement is not expected to have a
material effect on the Company's future financial position or results of
operations.








ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not
required to provide the information under this item.








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ITEM
      4.
            CONTROLS
      AND PROCEDURES.





Under the supervision and with the
participation of our management, including the Principal Executive Officer and
Principal Financial Officer, we have evaluated the effectiveness of our
disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as
of the end of the period covered by this report. Based on that evaluation, the
Principal Executive Officer and Principal  Financial Officer have
concluded that these disclosure controls and procedures are effective. There
were no changes in our internal control over financial reporting during the
quarter ended February 28, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.








PART
II. OTHER INFORMATION





ITEM
      6.
            EXHIBITS.





The
following documents are included herein:





Exhibit
      No.
              Document
      Description31.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to section
      906 of the Sarbanes-Oxley Act of
2002.



















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SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following person on behalf of the Registrant and in the capacities on
this 13th day of April, 2009.





ALTO
      GROUP HOLDINGS INC.BY:
            TAREQ
      HINAWYTareq
      Hinawy, President, Principal Executive Officer, Secretary, Treasurer,
      Principal Financial Officer, Principal Accounting Officer and sole member
      of the Board of Directors.


































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EXHIBIT
INDEX





Exhibit
      No.
              Document
      Description31.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to section
      906 of the Sarbanes-Oxley Act of
2002.






























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