UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 14C
(RULE 14c-101)
 
SCHEDULE 14C INFORMATION
 
Information Staterment Pursuant to Section 14c of the Securities Exchange Act of 1934



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 Preliminary Information Statement
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 Definitive Information Statement

 
HIGHLIGHT NETWORKS, INC.
(Name of Registrant as Specified In Its Charter)
 
 
 
 
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PRELIMINARY COPY

HIGHLIGHT NETWORKS, INC.
7325 Oswego Road
Liverpool, New York 13090

INFORMATION STATEMENT

We are not asking you for a proxy and you are requested not to send us a proxy.

INTRODUCTION
 
This notice and information statement (the “Information Statement”) is being mailed on or about August 7, 2013 to our stockholders of record as of July 16, 2013 pursuant to Section 14C of the Exchange Act of 1934, as amended, to inform our stockholders that the holders of a majority of our issued and outstanding shares of voting stock executed a written consent dated July 16, 2013 (the “Consent”) approving an amendment (the “Amendment”) to our Articles of Incorporation, as amenended (our “Articles of Incorporation”), whereby Paragraph 3 which authorizes 150,000,000 Common Shares, $0.001 Par Value, to state that the Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock (the “Preferred Stock”), and further, authorizes the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the shares of Preferred Stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, and its preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions thereof.
 
This notice and the information statement attached hereto shall be considered the notice required under Nevada Revised Statutes (the “NRS”) 78.370.
 
Our Board of Directors has approved the Amendment and holders of a majority of our issued and outstanding voting stock have signed the Consent.  Accordingly, your approval is not required and is not being sought. The Amendment will be effective when the Certificate of Amendment is filed with the Secretary of State of Nevada, which is expected to occur on or after July 18, 2013.
 
The solicitation relating to the Consent was made by us and the expenses of such solicitation were borne by us.  As of July 16, 2013, we had 2,894,600 shares of Common Stock issued and outstanding.  Each stockholder of record was entitled to one vote for each share of Common held on the record date.  The majority of our outstanding voting stock was required to approve the Amendment.
 
Please read this notice carefully.  It describes, among other things, certain information concerning the Amendment.  The form of the Amendment is attached to this Information Statement as Exhibit A.
 
Our principal executive office is located at 7325 Oswego Road, Liverpool, NY 13089.
 
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PRELIMINARY COPY


HIGHLIGHT NETWORKS, INC.
7325 Oswego Road
Liverpool, New York 13090

Information Statement


To Our Stockholders:

NOTICE IS HEREBY GIVEN that the following action was taken pursuant to the Consent to amend our Articles of Incorporation by amending Paragraph 3 which authorizes 150,000,000 Common Shares, $0.001 Par Value, to state that the Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock (the “Preferred Stock”), and further, authorizes the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the shares of Preferred Stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, and its preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions thereof,  and to be effective as of the filing of the amendment to our Articles of Incorporation with the Nevada Secretary of State.

Stockholders of record as of July 16, 2013, the date the holders of a majority of our issued and outstanding voting stock sufficient to amend our Articles of Incorporation signed the Consent, are entitled to Notice of the foregoing.

We have asked our transfer agent, brokers and other custodians and fiduciaries to forward this Information Statement to the beneficial owners of our Common Stock held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.

This Information Statement will serve as written Notice to stockholders pursuant to NRS 78.370.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.



 
By Order of the Board of Directors,
   
   
 
/s/ Joseph C. Passalaqua
 
Joseph C. Passalaua
 
Secretary, Director
 
and Chief Financial Officer
   
July 15, 2013
 
 
 
 
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Table of Contents

 
Page
   
The Amendment to Our Certificate of Incorporation
5
   
Principal Stockholders
6
   
Description of Capital Stock
7
   
Where You Can Find More Information
8
   
Exhibit A: Form of Certificate of Amendment to Articles of Incorporation
9
 

 
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THE AMENDMENT TO OUR ARTICLES OF INCORPORATION

BACKGROUND AND REASON FOR THE AMENDMENT
 
The Company is a development stage company. In 2013 the Company announced a new business venture in recycling, refining, metals trading and assisting in metal recovery, with a focus on precious metals refining from electronic waste. The Company's activities to date have consisted primarily of organizational and equity fund-raising activities. The Company has not yet commenced its principal revenue producing activities.

The Company’s principal executive offices are located at 7325 Oswego Road Liverpool, NY 13090. As of February 19, 2013 the Company also has a rental agreement for a warehouse property located at 6 Alder East Syracuse, NY 13057. Our telephone number is (315) 451-4722.

In order for the Company to expand its line of business, the Company needs to secure additional financing.  In order to attract new financing without incurring significant debts on its books, the Company needs to have the flexibility to offer Preferred Shares with negotiated rights in order to protect and attract these investors.
 
The form of Amendment is set forth in Exhibit A.   The Amendment will become effective on the date that a Certificate of Amendment to the Articles of Incorporation is filed with the Secretary of State of the State of Nevada, which is expected to occur on or after July 16, 2013.
 
The Consent provides the necessary corporate authorization under Nevada law to enable the filing and effectiveness of such an amendment.  
 
NO APPRAISAL RIGHTS
 
Our stockholders are not entitled to appraisal rights under the NRS with respect to the Amendment.
 
This Information Statement does not constitute an offer of any of our securities for sale.
 
This notice and information statement (the “Information Statement”) is being provided to our stockholders on or about July 17, 2013.
 
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PRINCIPAL STOCKHOLDERS
 
The following table sets forth information regarding the beneficial ownership of our Common Stock as of July 16, 2013 with regard to the following criteria (i) each person, or group of affiliated persons, known to us to own beneficially 5% or more of our outstanding common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our directors and named executive officers as a group.  Under Commission rules, beneficial ownership of a class of capital stock includes any shares of such class as to which a person, directly or indirectly, has or shares voting power or investment power and also any shares as to which a person has the right to acquire such voting or investment power within 60 days through the exercise of any stock option, warrant or other right. If two or more persons share voting power or investment power with respect to specific securities, each such person is deemed to be the beneficial owner of such securities. Except as we otherwise indicate below and under applicable community property laws, we believe that the beneficial owners of the common stock listed below, based on information they have furnished to us, have sole voting and investment power with respect to the shares shown. Unless otherwise noted below, the address for each holder listed below is c/o HighLight Networks, Inc., 7325 Oswego Road, Liverpool, New York 13090.
 
The calculations of beneficial ownership and voting rights in this table are based on 2.894,600 shares of our Common Stock, outstanding as of July 16, 2013.

Names of Beneficial Owner
 
Beneficial Ownership
Common Stock
 
   
Shares
   
Percent
 
        Principal Stockholder:
           
             
            Infanto Holdings, Corp.(1)
   
2,000,000
     
69.09
%
                 
        Directors and Executive Officers:
               
                 
            Alfonso Knoll
   
---
     
---
 
            Joseph C. passalaqua (1)
   
2,000,000
 
   
69.09
% 
                 
All   Directors and Executive Officers as a Group (2 persons):
   
2,000,000
     
69.09
%
 
Notes
 
(1)
Mr. Joseph C. Passalaqua owns one hundred percent of Infanto Holdings, Inc., the majority shareholder of the Company.

We currently have no stock options or other rights outstanding that would give any of our stockholders the right to acquire voting or investment power over additional shares of our capital stock.
 
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DESCRIPTION OF CAPITAL STOCK
 
As of the date of this Information Statement, our authorized capital stock of the Company presently consists of: 150,000,000 shares of Common Stock.  At the close of business on July 16, 2013, only 2.894,600   shares of Common Stock were outstanding and entitled to vote.  
 
The following is a summary of material provisions of our capital stock.
 
Common Stock
 
Except as otherwise provided by our articles of incorporation or Nevada law, each holder of the Common is entitled to one vote, in person or by proxy, for each share standing in such holder’s name on our stock transfer records. 
 
Holders of shares of common stock are entitled to receive dividends only when, as and if approved by our board of directors from funds legally available for the payment of dividends. Our stockholders are entitled to share ratably in the assets legally available for distribution to our stockholders in the event of our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of our known debts and liabilities and of any preferences of the preferred stock that may be outstanding in the future.
 
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WHERE YOU CAN FIND MORE INFORMATION

Additional information about us is contained in our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “Commission”).  These reports, their accompanying exhibits and other documents filed with the Commission, may be inspected without charge at the Public Reference Section of the Commission at 100 F Street NE, Washington DC 20549.  Copies of such material may also be obtained from the Commission at prescribed rates.  The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies that file reports with the Commission. Copies of these reports may be obtained from the Commission’s Edgar archives at http://sec.gov .  If you would like to receive a printed copy of these materials, please call our Investor Relations department at (315) 451-4722 or send a written request to the Company at HighLight Networks, Inc., 7325 Oswego Road, Liverpool, New York 13090, Attn: Investor Relations, and we will send a free copy to you.

 
 
By Order of the Board of Directors,
   
   
 
/s/Joseph C. Passalaqua
 
Joseph C. Passalaqua
 
Secretary, Director
 
and Chief Financial Officer
   
July 17, 2013
 
 
 
 
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EXHIBIT A
 
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
 

 
 
  Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
   
 
 

 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 

1.           Name of corporation:   HIGHLIGHT NETWORKS, INC.

2.          The articles have been amended as follows: (provide article numbers, if available)

3.  
Shares :

         The Corporation is hereby authorized to issue ONE HUNDRED FIFITY MILLION (150,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”) and TWENTY MILLION (20,000,000) shares of preferred stock (the “Preferred Stock”).  The Corporation further, authorizes the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the shares of Preferred Stock into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, and its preferences, conversion rights, cumulative, relative, participating, optional, or other rights, including voting rights, qualifications, limitations, or restrictions thereof.

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:  2,000,000 out of a total of 2.894,600 issued and outstanding Common Stock.
 
4.           Officer Signature (Required):
 
/s/Joseph C. Passalaqua
Joseph C. Passalaqua
Secretary, Director and Chief Financial Officer


 
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