UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)



[X]	QUARTERLY REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended August 31,
2011



[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______ to
______



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)                                                                 | 27-0686507
        (I.R.S. Employer Identification No.)
|----------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|                                                                                                                                                     
|700 West Hillsboro Blvd., Building 3 Suite
        207, Deerfield Beach, FL 33441
        (Address of principal executive offices) (Zip
        Code)
|                                                                                                                                                     
|(954) 973-2133
        (Registrant's telephone number, including area
        code)                                                                  
|                                                                                                                                                     
|245 Park Avenue, Suite 2431, New York, NY 10167                                                                                                      
|(212) 803-8187
        (Former Address if Changed Since Last Report)                                                                                 
|                                                                                                                                                     

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 past 90 days.	Yes [X] No [  ]



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes [  ] No [X]



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” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer [ ]                                             | Accelerated filer [ ]        
|----------------------------------------------------------------------- | -----------------------------
|Non-accelerated filer [ ] (Do not check if a smaller reporting company) | 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 [] No [X]



As of October 20, 2011 there were 604,613,332 shares of our common
stock issued and outstanding.













Explanatory Note



The purpose of this Amendment No. 1 to
the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2011, filed with the Securities
and Exchange Commission on October 20, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q.  Exhibit
101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting
Language).



No other changes have been
made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q,
does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way
disclosures made in the original Form 10-Q.







































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 thereunto duly authorized.



|                         |                                                   | ALTO GROUP HOLDINGS, INC.
|------------------------ | ------------------------------------------------- | -------------------------
|                         |                                                   |                          
|                         |                                                   |                          
|                         | /s/ Mark Klok                                    
|Dated: November 17, 2011 | By: Mark Klok, President, Secretary, and Director
|                         |                                                   |                          
|                         |                                                   |