SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K




x Annual Report under
Section 13 or 15(d) of the Securities


Exchange
Act of 1934




For
the fiscal year ended June 30, 2009




or




o Transitional Report
under Section 13 or 15(d) of the


Securities
Exchange Act of 1934


333-153575Commission
      file number




HIGHLIGHT
      NETWORKS, INC.(Exact
      name of small business issuer as specified in its
  charter)




Nevada
            
            26-1507527(State
      of incorporation)
            
            (IRS
      Employer Identification Number)




215
      South Riverside Dr. Suite 12 Cocoa, FL  32922(Address
      of principal executive office)




(321)
      684-5721(Issuer's
      telephone number)




Securities
registered under Section12(b) of the Exchange Act: NONE




Securities
registered under Section 12(g) of the Exchange Act:




Common
      Stock: $.001 Par Value(Title
      of Class)


Indicate
by check mark whether the registrant if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act   Yes oNo x


Indicate
by check mark whether the registrant if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act  Yes No x


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 xNo o


Indicate
by check mark if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form 10-K
or any amendment to this Form 10-K. o


Indicate
by check mark whether the registrant if the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company (check one)




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-accelerated
      Filer o
            Smaller
      Reporting Company x





Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes oNo x


As of
June 30, 2009 there were outstanding 1,507,589 shares of HighLight Networks,
Inc.'s common stock, par value $.01 per share (the "Common Stock").







HIGHLIGHT
NETWORKS, INC.




Form
10-K




Report
for the Fiscal Year





Ended
June 30, 2009


PART
      I
            1Item
      1. Business
            1Item
      2. Properties
            4Item
      3. Legal Proceedings
            4Item
      4. Submission of Matters to a Vote of Security Holders
            4PART
      II
            5Item
      5. Market for Registrant's Common Stock and Related Stockholder Matters
      and Issuer Purchases of Equity Securities
            5Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of Operations
            5Item
      8. Financial Statements and Supplementary Data
            7Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            7Item
      9A(T). Controls and Procedures
            7PART
      III
            9Item
      10. Directors and Executive Officers of the Registrant
            9Item
      11. Executive Compensation
            9Item
      12. Security Ownership of Certain Beneficial Owners and
      Management
            10Item
      13. Certain Relationships and Related Transactions
            10Item
      14. Principal Accountant Fees and Services
            10Item
      15. Exhibits
            10Signature
            20














PART
I





ITEM
1.   DESCRIPTION OF BUSINESS


The
Company


Highlight
Networks, Inc.  was organized on June 21, 2007 and is a development
stage, wireless broadband networking company in the business of planning,
development and operation of both private and public access wireless broadband
networks using WiFi (IEEE 802.11) and WiMAX (IEEE 802.16) wireless technologies
to provide business and residential customers “last mile” connectivity for fast
and reliable Internet communications.




In
addition to basic Wireless Broadband Internet connectivity,  we expect
to offer additional services to enhance the Company’s offerings which may
include low cost reliable customer packaged services including  Voice
over Internet Protocol (VoIP) usage and  unlimited
plans.  (see “Products”)




To date,
no significant progress has been made to further our business plan; however, we
have begun to develop network designs and to research the technologies to create
them that may be appropriate to consider when sufficient funds are
available.




We are
not a "blank check" company as that term is defined in Rule 419 of Regulation C
of the Securities Act of 1933, as we have a specific business plan or purpose
and does not include a plan to merge with or acquire a private company to be
used as a vehicle for a reverse acquisition in the next 12 months.




Plan
of Operation




We plan
to expand through the various levels of development based upon
the  amount of cash that is received.  The initial phase of
operations we expect to include selection of technology from a range of
available  equipment to serve both WiFi and WiMAX environments which
will support as we expand fixed, portable and mobile service
offerings.  The initial operational stage will be site selection based
upon prospective markets to be served and existing competition in that
market.





The next
phase will include purchase, installation and testing of  equipment
for  the initial network site coinciding with preliminary advertising
and sales efforts in the area to be served.




The progress toward the accomplishment
of this plan as well as the Company’s ability  to accomplish it is
dependent upon successful efforts by the Company to raise additional
capital.   There is no assurance that additional necessary
capital will be raised or that the Company will otherwise be able to complete
it’s plan.




Technology


“WiFi” is
deployed to enable consumers to obtain high-speed wireless Internet connections
within a range of 150 to 250 feet from a wireless access point
(AP).   Current WiFi technology uses equipment manufactured in
accordance with the IEEE 802.11 family of standards, commonly known as “Wi-Fi,”
short for wireless fidelity.   Basic data transfer rates range
from speeds of up to 11 Mbps for 802.11b and up to 54 Mbps for 802.11a and
802.11g. New routers, marketed as “pre-802.11n,” employ MIMO (Multiple Input
Multiple Output) technology, making them capable of providing speeds from 108 to
240 Mbps.


WiMAX.As the inventive use of Wi-Fi has contributed to
expanding broadband penetration and usage in the United States, WiMAX offers yet
another emerging technological tool with the potential to deliver even greater
gains in broadband accessibility in the future. WiMAX can deliver fixed wireless
broadband access across much wider geographical areas than Wi-Fi; covering
distances as great as five miles without line of sight and up to 30 miles under
ideal conditions.  With potential data speeds up to 70 Mbps, WiMAX has
been identified as a possible “last-mile” solution to deliver broadband into
suburban, rural and remote areas.






1


Industry





Fixed
wireless technologies – i.e., wireless systems or
devices that are deployed in fixed locations as distinguished from mobile
devices such as cell phones or personal digital assistants have also emerged as
an important complement to the mobility afforded by CMRS, and as a potential
“last-mile” solution to deliver broadband to currently unserved areas. According
to the National Telecommunications and Information Administration and FCC
figures, the number of fixed wireless broadband lines in the United States grew
132 percent between June 2005 and December 2006 – from 208,695 to
484,073.112.   TIA estimated the total number of fixed wireless
subscribers in  2006 to be 800,000.





The Pew
Internet and American Life Project found in its 2007 study that 47% of all adult
Americans have a broadband connection at home.  In rural areas the
number is 31% and continues to lag high speed adoption in urban centers and the
suburbs although it continues to grow at 24% versus 18% for urban residents and
just 7% for suburbanites.





As
importantly,  the use of wireless services by the business sector
continues to grow.   CTIA-The Wireless Association in its 2008
study including productivity gains and cost savings from the wireless industry
said.  “Over the next 10 years, we can expect the productivity gains
from the deployment and use of wireless broadband services to become much more
important.  We estimate that productivity gains will
generate  almost $860 billion in additional GDP over the next
decade...”




Competition




The
market for broadband services is highly competitive and  includes
companies that offer a variety of services using a  number of
different technological platforms, such as cable  modems, DSL,
third-generation cellular, satellite, wireless  internet service and
other emerging technologies. We compete  with these companies on the
basis of the speed, ease of use,  portability, reliability, and price
of our respective services.   Our principal competitors include
cable and DSL operators,  wireless telephone providers, WiFi and,
prospectively, WiMAX  providers, satellite providers and
others.





Cable  Modem
and DSL Services




We
compete with companies that provide Internet connectivity  through
cable modems or DSL. Principal competitors include cable companies, such as Time
Warner and Comcast, as well as incumbent  telephone companies, such as
AT&T, Qwest and Verizon. Both  cable and telephone companies
deploy their services over wired  networks initially designed for
voice and one-way data  transmission that have subsequently been
upgraded to provide for  additional services, such as Internet
connectivity.




Cellular  and
PCS Services




Cellular
and PCS carriers are seeking to expand their capacity  to provide data
and voice services that are superior to ours.  These providers have
substantially broader geographic coverage  than we have and, for the
foreseeable future, than we expect to  have. If one or more of these
providers can deploy technologies  that compete effectively with our
services, the mobility and  coverage offered by these carriers will
provide even greater  competition than we currently face.






2




Wireless  Broadband
Service Providers




We also
face competition from other wireless broadband service  providers that
use both licensed and unlicensed spectrum. Moreover, if
our  technology is successful and garners widespread support,
we  expect these and other competitors to adopt or modify
our  technology or develop a technology similar to ours.





Satellite




Satellite
providers like Hughes Network Services  offer broadband data services
that address a niche market,  mainly less densely populated areas that
are unserved or  underserved by competing service providers. Although
satellite  offers service to a large geographic area, latency caused
by the  time it takes for the signal to travel to and from the
satellite  may challenge the ability to provide some services, such
as  VoIP, and reduces the size of the addressable market.




WISPs  and
WiFi




We also
compete with other wireless Internet service providers  that use
unlicensed spectrum. In addition to these commercial  operators, many
local governments, universities and other  governmental or
quasi-governmental entities are providing or  subsidizing WiFi
networks over unlicensed spectrum, in some  cases at no cost to the
user.





The
Company believes that it will be able to compete in the limited markets which it
expects to operate by providing  a quick, portable and inexpensive
product with hands on customer service.




Products




The Company expects its initial product
offering to include the following product packages:




Wireless Broadband:




Basic Wireless
Broadband:  768Kbps down/256Kbps
up   at  $19.99 to 24.99 per month (by
area)




Premium Wireless
Broadband:  1.5-2.0 Mbps down/256Kbps up  at $24.99 to
$29.99 per month (by area)




Business Wireless
Broadband:   1.5-2.0 Mbps down/256Kbps up at $34.99.




Voice
Package




Voice over Internet Protocol (VoIP)
service from $9.99 per month with usage plans to $21.99 withunlimited domestic long
distance.  Business packages from $29.99 per month.




In the  early stages of
development the Company will contract for VoIP services through an outside third
party provider (s).









3







Sales
and Marketing:




Because of the limited areas serviced
by the Company in the initial stages of development, the Company expects to
focus its sales efforts on the areas to be services using the
following:




Direct Mail




Local Publications




Sales Channel relationships such as
apartment operators, builders  and real estate agents.




Internet Sales




Non exclusive sales agents




Affinity Marketing groups.




These
sales and marketing efforts will be undertaken in parallel with the installation
and testing of the Company’s first wireless network and will  be
focused on the geographical area served by that network.









ITEM
2.     PROPERTIES





None





ITEM
3.     LEGAL PROCEEDINGS




None





ITEM
4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year covered by this Report.





4


PART
II





ITEM
5.    MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.





The
Company’s common stock was not traded during the fiscal year ended June 30,
2009.





ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.


The
following discussion and analysis is intended as a review of significant factors
affecting our financial condition and results of operations for the periods
indicated. The discussion should be read in conjunction with our consolidated
financial statements and the notes presented herein. In addition to historical
information, the following Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ significantly
from those anticipated in these forward-looking statements as a result of
certain factors discussed in this Form 10-K.


Overview


As of the
date of this report, the Company has had limited ongoing operations consisting
of product and technology review, analysis and system design and negotiations
for system placement and third party contract services,





Results
of Operations for year ended June 30, 2009


Revenues
for the year ended June 30, 2009 and for the same period the previous
year  were $-0-


Selling,
general and administrative expenses decreased to $18,654 for the year period
ended June 30, 2009, from $23,100 for the year ended June 30, 2008.


Loss per
share was $0.01 for the year ended June 30,2009 as opposed $0.02 in
2008.   The weighted average shares increased  to
1,501,998 as of June 30, 2009  from 1,500,000 in 2008.


As of
June 30, 2009, the Company had no agreements with sub-distributors relating to
distribution commitments or guarantees that had not been recognized in the
statement of operations.


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 material revenues and sufficient revenues may not
be forthcoming. Accordingly, we must raise cash from sources other than
operations.


Liquidity
and Capital Resources


The
Company  filed a registration statement with the Securities and
Exchange Commission which became effective on October 6, 2008 for a self
underwritten offering in the amount of $510,000 consisting of 100,000 shares of
common stock at a share price of  $5.10.  The Company has
had limited participation in the offering.  The Company is attempting to
secure private funding to complete its first network installation however, there
is not commitment for these funds and there is no assurance that the amount will
be raised or that the Company will otherwise secure sufficient funds to achieve
its business plan.





To
date,  the  Company’s principal officer has provided
services and loans to the company in order to continue operations.


Derivatives:


At June
30, 2009, the Company had issued no derivative securities nor had it reserved
any shares for issuance under grants of options and warrants were in excess of
authorized shares on a fully diluted basis there by precluding equity treatment
under FAS 333 and EITF 00-19. SFAS No. 133 requires every derivative instrument
to be recorded on the balance sheet as either an asset or liability measured at
its fair value, with changes in the derivative's fair value recognized currently
in earnings unless specific hedge accounting criteria are met. We value these
derivative securities at fair value at the end of each reporting period
(quarterly or annually), and their value is marked to market at the end of each
reporting period with the gain or loss recognition recorded against earnings. We
continue to revalue these instruments each reporting period to reflect their
current value in light of the current market price of our common
stock.


Commitments
and Capital Expenditures


The
Company had no material commitments for capital expenditures.





5




Critical
Accounting Policies Involving Management Estimates and Assumptions


Our
discussion and analysis of our financial condition and results of operations is
based on our financial statements. In preparing our financial statements in
conformity with accounting principles generally accepted in the United States of
America, we must make a variety of estimates that affect the reported amounts
and related disclosures.


Stock Based Compensation. We
will account for employee stock-based compensation costs in accordance with
Statement of Financial Accounting Standards ( SFAS ), No. 123R, Share-Based Payment, which
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in our statements of operations based on their
fair values. We will utilize the Black-Scholes option pricing model to estimate
the fair value of employee stock based compensation at the date of grant, which
requires the input of highly subjective assumptions, including expected
volatility and expected life. Changes in these inputs and assumptions can
materially affect the measure of estimated fair value of our stock-based
compensation.


Use of Estimates. The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.


Deferred Tax Valuation
Allowance.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount more
likely than not to be realized. Income tax expense is the total of tax payable
for the period and the change during the period in deferred tax assets and
liabilities.


Accounting For Obligations And
Instruments Potentially To Be Settled In The Company s Own Stock: We
account for obligations and instruments potentially to be settled in the Company
s stock in accordance with EITF Issue No. 00-19, Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company s Own Stock.
This issue addresses the initial balance sheet classification and measurement of
contracts that are indexed to, and potentially settled in, the Company's own
stock.


Off-Balance
Sheet Arrangements


HighLight
Networks, Inc. does not have any relationships with unconsolidated entities or
financial partnerships, such as entities often referred to as structured finance
or special purpose entities, which would have been established for the purpose
of facilitating off-balance sheet financial arrangements.





6





ITEM
8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.


The
response to this Item is submitted as a separate section of this report
commencing on page F-1. The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going concern and,
therefore, has the ability to manage the recovery of its assets and satisfy its
liabilities in the normal course of its continued operation.


ITEM
9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.


None


ITEM
9A(T).   CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES


Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by our company is recorded,
processed, summarized and reported, within the time periods specified in the
rules and forms of the SEC. Perry West, our Chief Executive Officer and our
Principal Accounting Officer, is responsible for establishing and maintaining
disclosure controls and procedures for our company.


Our
management has evaluated the effectiveness of our disclosure controls and
procedures as of June 30, 2009 (under the supervision and with the participation
of the Chief Executive Officer and the Principal Accounting Officer), pursuant
to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation,
management considered the matters discussed below relating to internal control
over financial reporting. Based on this evaluation, our Company's Chief
Executive Officer and Principal Accounting Officer have concluded that our
Company's disclosure controls and procedures were not effective as of June 30,
2009 due to the failure to file complete and timely reports with the Securities
and Exchange Commission. Management with the assistance of its Securities
Counsel will closely monitor all future filings to ensure completeness of all
company filings.


The term
"internal control over financial reporting" is defined as a process designed by,
or under the supervision of, the registrant's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
registrant's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:





·
              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      registrant;
 
 ·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with U.S. generally
      accepted accounting principles, and that receipts and expenditures of the
      registrant are being made only in accordance with authorizations of
      management and directors of the registrant;
and
 
 ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the registrant's assets
      that could have a material effect on the financial
    statements.







7




MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United States.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance of achieving
their control objectives.





Our
management, with the participation of the Chief Executive Officer, evaluated the
effectiveness of the Company's internal control over financial reporting as of
June 30, 2009. In making this assessment, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") in Internal Control -- Integrated Framework. Based on this evaluation,
our Company's Chief Executive Officer and Principal Accounting Officer have
concluded that our Company's disclosure controls and procedures were not
effective as of June 30, 2009 due to the following:  The Company had a
limited number of personnel to operate a financial control system as well as
limited funds during the reported period as well as a lack of outside
directors.





This
Annual Report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permits us to provide only management's report in this
annual report.


CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING





In
connection with the evaluation of the Company's internal controls during the
Company’s last fiscal year, the Company's Principal Executive Officer and
Principal Accounting Officer have determined that there are no changes to the
Company's internal controls over financial reporting that have materially
affected, or are reasonably likely to materially effect, the Company's internal
controls over financial reporting.


INHERENT
LIMITATIONS ON EFFECTIVENESS OF CONTROLS





The
Company's management does not expect that its disclosure controls or its
internal control over financial reporting will prevent or detect all error and
all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control system's
objectives will be met. The design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, within the Company have been detected.
These inherent limitations include the realities that judgments in decision
making can be faulty and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some
persons, by collusion of two or more people, or management override of the
controls. The design of any system of controls is based in part on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Projections of any evaluation of controls effectiveness to
future periods are subject to risks. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures.





8





PART
III





ITEM
10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT.


The
directors and executive officers of the Company for the reported period are as
follows:


Name
            
            Age
            
            PositionPerry
      D. West
            
            62
            President and Chief Executive Officer


Set forth
below is information regarding the business experience of the current Directors
and executive officers of the Company.


Mr. West
has been Chairman and CEO of the Company since its
inception.    Formerly,
he  was  Chairman  and  Chief  Executive   Officer  of  Interactive
Technologies Corporation, a NASDAQ listed technology
company  developing interactive digital media and interactive
television.  Earlier,  he served as Vice Chairman and
Executive Vice President/General Counsel of American Financial Network, another
NASDAQ company.   Mr. West was previously
Chairman  of  the  Board
and  Chief  Executive  Officer of Cambridge Energy
Corporation, a public Exploration and Production company;  he is
a   former partner in the  consulting firm
of  Cambridge  Equity, Inc.,   a Director of
Black Dog Wireless LLC and HomePort International
LLC.    Mr. West was admitted to the practice of law in
Florida in 1974.  He was graduated with a Bachelor of Arts degree from
The Florida State University in 1968 and with a Juris Doctorate degree from The
Florida State University College of Law in 1974.  He was graduated
from the Army Engineer Officer Candidate School and served as an officer with
the United States Army Security Agency.





ITEM
11.    EXECUTIVE COMPENSATION.


The
following table sets forth, for the fiscal years indicated, all compensation
awarded to, earned by or paid to the chief executive officer of the Company, the
only compensated executive officer as of June 30, 2009. Other significant
employees would not be required to be included in the table due to the fact that
such employees were not executive officers of the Company at the end of the most
recently completed fiscal year:


Summary
Compensation Table


Annual
      Compensation
              
              PayoutsName
      and Principal Position
              
              Fiscal
      Year
              
              Salary
              
              Bonus
              
              Other
                Annual
      Compensation
              
              Underlying
      Options
              
              All
      Other
                CompensationPerry
      D. West,President/CEO
              
              2009
              
              -0-
              
              --
              
              --
              
              --
              
              --
  Options/Stock
Appreciation Rights:


There
were no stock options and stock appreciation rights ("SARs") granted to
executive officers during the fiscal year ended June 30, 2009  or
for the previous year.


Aggregated
Option/SAR Exercises and Fiscal Year-End Options/SAR Value Table


Director
Compensation


The
Company does not have any standard arrangements pursuant to which directors of
the Company are compensated for services provided as a director. All directors
are entitled to reimbursement for expenses reasonably incurred in attending
Board of Directors' meetings. There have been no distributions of Stock to the
Board Members as of the end of June 30, 2009 and the same period ending June 30,
2008.


Compensation
Agreements, Termination of Employment and Change-in-Control
Arrangements:


None








9





ITEM
12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.





The
following table presents certain information regarding beneficial ownership of
our common stock as of June 30, 2008 by (i) each person known by us to be the
beneficial owner of more than 5% of the outstanding shares of common stock, (ii)
each of our directors, (iii) each named executive officer and (iv) all directors
and executive officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares
shown.




Name
      of beneficial owner
              Shares
      beneficially owned
              Percent
      before offering
              25%
      sold
              50%
      sold
              100%
      soldPerry
      West
              500,000
              33.3%
              32.7%
              32.2%
              31.25Taylor
      West*
              500,000
              33.3%
              32.7%
              32.2%
              31.25Hee
      Joon Park
              500,000
              33.3%
              32.7%
              32.2%
              31.25





*Mr
Taylor West is the son of Mr. Perry West.  They do not reside in the
same household.




The
address of the Company is 215 S. Riverside Drive,  Suite 12, Cocoa,
Florida  32922.




ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.





In
connection the organization of the Company issued 500,000 shares of restricted
common stock to Perry West for $250 and 500,000 shares of restricted common
stock to Taylor West $250.   On July 16, 2007 Hee Joon Park
purchased 500,000 shares of common stock for $5,000.  The shares were
issued pursuant to Section 4(2) of the Securities Act of 1933.





The
President of the Company, Perry West provided the Company, without cost, his
services, valued at $2,000 per month, which totaled $10,000 for the five months
ended December 31, 2007. He also provided us, without cost, office space valued
at $200 per month, which totaled $1,000 for the five months ended December 31,
2007. The total of these expenses, $11,000 from inception for the five months
ended December 31, 2007 was reflected in the statement of operations as general
and administrative expenses with a corresponding contribution of additional
paid-in capital.




ITEM
14.    PRINCIPAL ACCOUNTANT FEEES AND SERVICES


(1)    Audit
Fees:  The Company’s principal accountant has billed for Audit
services $1,500 for the Year ended 2009 and $1,500 for the Year ended
2008.


(2)    Audit
Related
Fees:            None


(3)    Tax
Fees:                              None


(4)    All
Other
Fees:                   None








PART  IV





ITEM
15.     EXHIBITS




EXHIBIT
      31
              HIGHLIGHT
      NETWORKS, INC. OFFICER'S CERTIFICATE PURSUANT TO SECTION
    302EXHIBIT
      32.1
              HIGHLIGHT
      NETWORKS, INC. CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS
      ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF
      2002









10




Michael
F. Cronin


Certified
Public Accountant


Orlando,
FL 32708






Board of
Directors and Shareholders


Highlight
Networks, Inc.


Cocoa,
Florida




I have
audited the accompanying balance sheet of Highlight Networks, Inc. (a
development stage company) as of June 30, 2009 and 2008 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended and the period of June 21, 2007 (inception) to June 30, 2009. The
financial statements are the responsibility of the directors. My responsibility
is to express an opinion on these financial statements based on my
audits.




I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those
standards require that I plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor was I engaged to perform,
an audit of its internal control over financial reporting. My audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, I express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.


In my
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Highlight Networks,
Inc. as of June 30, 2009 and 2008 and the results of its operations, its cash
flows and changes in stockholders' deficiency from inception and for the periods
then ended in conformity with accounting principles generally accepted in the
United States.







October
9, 2009




/s/
      Michael F. CroninMichael
      F. CroninCertified
      Public Accountant
              NY,
      FL








11


Highlight
      Networks, Inc.Balance
      Sheet(A
      Development Stage Company)June
      30,2009
            
            
            2008AssetsCurrent
      assetsCash
            
            $
            875
            
            
            $
            5,000Prepaid
      expenses
            
            
            0
            
            
            
            0Total
      current assets
            
            
            875
            
            
            
            5,000Marketable
      securities (available for sale)
            
            
            4,010
            
            
            
            0Total
      Assets
            
            $
            4,885
            
            
            $
            5,000Liabilities
      and Stockholders' EquityCurrent
      liabilities:Accounts
      payable-trade
            
            $
            0
            
            
            $
            0Accrued
      expenses
            
            
            0
            
            
            
            0Due
      to related parties
            
            
            0
            
            
            
            24,180Total
      current liabilities
            
            
            0
            
            
            
            24,180Stockholders'
      Equity:Common
      stock-150,000,000 authorized $0.001 par value1,507,589
      issuable or issued & outstanding (1,500,000 in 2008)
            
            
            1,508
            
            
            
            1,500Additional
      paid-in capital
            
            
            48,711
            
            
            
            4,000Deficit
      accumulated during development stage
            
            
            (45,334
            )
            
            
            (24,680
            )Total
      Stockholders' Equity
            
            
            4,885
            
            
            
            (19,180
            )Total
      Liabilities & Stockholders' Equity
            
            $
            4,885
            
            
            $
            5,000See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.












12












Highlight
      Networks, Inc.Statement
      of Operations(A
      Development Stage Company)
            
            
            Inception
      (June 21, 2007) to June 30, 2009Fiscal
      Years Ended June 30,2009
            
            
            2008Revenue
            
            $
            0
            
            
            $
            0
            
            
            $
            0Costs
      & Expenses:General
      & administrative
            
            
            18,654
            
            
            
            23,100
            
            
            
            43,334Valuation
      impairment on marketable securities
            
            
            2,000
            
            
            
            0
            
            
            
            2,000Total
      Costs & Expenses
            
            
            20,654
            
            
            
            23,100
            
            
            
            45,334Loss
      from continuing operations before income taxes
            
            
            (20,654
            )
            
            
            (23,100
            )
            
            
            (45,334
            )Income
      taxes
            
            
            0
            
            
            
            0
            
            
            
            0Net
      Loss
            
            $
            (20,654
            )
            
            $
            (23,100
            )
            
            $
            (45,334
            )Basic
      and diluted per share amounts:Continuing
      operations
            
            $
            (0.01
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )Basic
      and diluted net loss
            
            $
            (0.01
            )
            
            $
            (0.02
            )
            
            $
            (0.03
            )Weighted
      average shares outstanding (basic & diluted)
            
            
            1,501,998
            
            
            
            1,478,142
            
            
            
            1,466,667See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.










13









Highlight
      Networks, Inc.Statement
      of Cash Flows(A
      Development Stage Company)
            
            
            Inception
      (June 21, 2007) to June 30, 2009Years
      Ended June 30,2009
            
            
            2008Cash
      flows from operating activities:Net
      Loss
            
            $
            (20,654
            )
            
            $
            (23,100
            )
            
            $
            (45,334
            )Adjustments
      required to reconcile net lossto
      cash used in operating activities:Non
      cash expenses & impairment  charges
            
            
            2,000
            
            
            
            0
            
            
            
            2,000Fair
      value of services provided by related parties
            
            
            13,200
            
            
            
            23,100
            
            
            
            37,400Expenses
      paid by related parties
            
            
            0
            
            
            
            0
            
            
            
            480Cash
      used by operating activities:
            
            
            (5,454
            )
            
            
            0
            
            
            
            (5,454
            )Cash
      used in investing activities
            
            
            0
            
            
            
            0
            
            
            
            0Cash
      flows from financing activities:Proceeds
      from issuance of common stock
            
            
            1,329
            
            
            
            5,000
            
            
            
            6,329Cash
      generated by financing activities
            
            
            1,329
            
            
            
            5,000
            
            
            
            6,329Change
      in cash
            
            
            (4,125
            )
            
            
            5,000
            
            
            
            875Cash-beginning
      of period
            
            
            5,000
            
            
            
            0
            
            
            
            0Cash-end
      of period
            
            $
            875
            
            
            $
            5,000
            
            
            $
            875See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.







14










Highlight
      Networks, Inc.Statement
      of Stockholders' Equity(A
      Development Stage Company)Common
      StockShares
            
            
            Common
      Stock
            
            
            Additional
      paid-in capital
            
            
            Deficit
      Accumulated During Development StageInception
      June 21, 2007-(restated to reflect 2:1 stock split effective November,
      2008)
            
            
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0Stock
      issued for cash
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            (500
            )Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,580
            )Balance
      at June 30, 2007
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            (500
            )
            
            
            (1,580
            )Stock
      issued for cash
            
            
            500,000
            
            
            
            500
            
            
            
            4,500Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (23,100
            )Balance
      at June 30, 2008
            
            
            1,500,000
            
            
            
            1,500
            
            
            
            4,000
            
            
            
            (24,680
            )Stock
      issued for cash
            
            
            260
            
            
            
            0
            
            
            
            1,329Payment
      of related party payables
            
            
            7,329
            
            
            
            7
            
            
            
            37,373contributed
      capital
            
            
            
            
            
            
            
            
            
            
            6,010Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (20,654
            )Balance
      at June 30, 2009
            
            
            1,507,589
            
            
            
            1,508
            
            
            $
            48,711
            
            
            $
            (45,334
            )See
      Summary of Significant Accounting Policies and Notes to Financial
      Statements.















15





Highlight
      Networks, Inc.(A
      Development Stage Company)Note
      to the Financial StatementsJune
      30, 2009





Nature
of Development Stage Operations





Highlight
Networks, Inc., (the "Company") was formed on June 21, 2007 as a Nevada
corporation. The Company is a development stage, wireless broadband networking
company in the business of planning, development and operation of both private
and public access wireless broadband networking using WiFi (IEEE 802.11) and
WiMAX (IEEE 802.16) wireless technologies to provide business and residential
customers “last mile” connectivity. 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.




Fiscal
Year





The
Company has chosen June 30 as the end of its fiscal year.




Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from the estimates.





Cash
and Cash Equivalents





For
financial statement presentation purposes, the Company considers those
short-term, highly liquid investments with original maturities of three months
or less to be cash or cash equivalents.





Valuation
of Long-lived Assets





The
Company reviews the recoverability of its long-lived assets, including
buildings, equipment and intangible assets, when events or changes in
circumstances occur that indicate that the carrying value of the asset may not
be recoverable. The assessment of possible impairment is based on the Company's
ability to recover the carrying value of the asset from the expected future
pre-tax cash flows (undiscounted and without interest charges) of the related
operations. If these cash flows are less than the carrying value of such asset,
an impairment loss is recognized for the difference between estimated fair value
and carrying value. The primary measure of fair value is based on discounted
cash flows. The measurement of impairment requires management to make estimates
of these cash flows related to long-lived assets, as well as other fair value
determinations.




The
Company amortizes the costs of other intangibles (excluding goodwill) over their
estimated useful lives unless such lives are deemed indefinite. Amortizable
intangible assets are tested for impairment based on undiscounted cash flows
and, if impaired, written down to fair value based on either discounted cash
flows or appraised values. Intangible assets with indefinite lives are tested
for impairment, at least annually, and written down to fair value as required.
At June 30, 2009, the Company has no impaired carrying value of its intangible
assets.




Fair
Value Accounting




On
July 1, 2008, we adopted Statement of Financial Accounting Standards
No. 157, Fair Value
Measurements (“SFAS 157”) (as amended by FSP No. 157-2), which
defines fair value, establishes guidelines for measuring fair value and expands
disclosures regarding fair value measurements.  SFAS 157 does not require
any new fair value measurements, and has been partially deferred for
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), until our fiscal year beginning July 1, 2009, and
interim periods within those fiscal years. The partial adoption of SFAS 157 for
financial assets and liabilities did not have a material impact on our
consolidated financial position, results of operations or cash
flows.




In
addition, on July 1, 2008, we adopted Statement of Financial Accounting
Standards No. 159,The Fair Value Option for
Financial Assets and Financial Liabilities(“SFAS 159”). Under
SFAS 159, companies may elect to measure certain financial instruments and
certain other items at fair value.  The standard requires that unrealized
gains and losses on items for which the fair value option has been elected be
reported in earnings.  We did not elect to use the fair value option.
 Therefore, the adoption of SFAS 159 did not impact our consolidated
financial position, results of operations or cash flows.




16




Revenue
and Expense Recognition





Revenue
is recognized when earned rather than when received. Sales are recognized when a
product is delivered or shipped to the customer and all material conditions
relating to the sale have been substantially performed. Expenses are charged to
operations as incurred.





Under
certain circumstances, the Company recognizes revenue in accordance with the
provisions of Statement of Financial Accounting Standards No. 139 and American
Institute of Certified Public Accountants Statement of Position 00-2
(collectively referred to as "SOP 00-2").




Stock-based
Compensation





Stock-based
awards to employees and non-employees are accounted for using the fair value
method in accordance with SFAS No. 123R, Accounting for Stock-Based
Compensation, and EITF Issue No. 96-18, Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services.




We
adopted the provisions of Statement of Financial Accounting Standards (“SFAS”)
123R, “Share-Based Payment” (“SFAS 123(R)”), which requires that companies
measure and recognize compensation expense at an amount equal to the fair value
of share-based payments granted under compensation arrangements.. We calculate
the fair value of options using a Black-Scholes option pricing model. We do not
currently have any outstanding options subject to future vesting.




SFAS
123(R) also requires the benefits of tax deductions in excess of recognized
compensation expense to be reported in the Statement of Cash Flows as a
financing cash inflow rather than an operating cash inflow. In addition, SFAS
123(R) required a modification to the Company’s calculation of the dilutive
effect of stock option awards on earnings per share.




Earnings
per Common Share





The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 128 "Earnings Per Share" ("SFAS 128"). SFAS 128 replaces the
previous "primary" and "fully-diluted" earnings per share with "basic" and
"diluted" earnings per share. Unlike "primary" earnings per share that included
the dilutive effects of options, warrants and convertible securities, "basic"
earnings per share reflects the actual weighted average of shares issued and
outstanding during the period. "Diluted" earnings per share are computed
similarly to "fully diluted" earnings per share. In a loss year, the calculation
for "basic" and "diluted" earnings per share is considered to be the same, as
the impact of potential common shares is anti-dilutive. Except as otherwise
noted, all share, option and warrant numbers have been restated to give
retroactive effect to our 2:1 split. All per share disclosures retroactively
reflect shares outstanding or issuable as though the reverse split had occurred
June 21, 2007 (inception).




Accounting For Obligations And
Instruments Potentially To Be Settled In The Company’s Own
Stock:





We
account for obligations and instruments potentially to be settled in the
Company’s stock in accordance with EITF Issue No. 00-19, “Accounting for Derivative Financial
Instruments Indexed To, and Potentially Settled In a Company’s Own
Stock”. This issue addresses the initial balance sheet classification and
measurement of contracts that are indexed to, and potentially settled in, the
Company’s own stock.




Income
Taxes




The
Company must make certain estimates and judgments in determining income tax
expense for financial statement purposes. These estimates and judgments occur in
the calculation of certain tax assets and liabilities, which arise from
differences in the timing of recognition of revenue and expense for tax and
financial statement purposes.




Deferred
income taxes are recorded in accordance with SFAS No. 109, "Accounting for Income Taxes,"
or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax
basis of assets and liabilities using the tax rates and laws in effect when the
differences are expected to reverse. SFAS 109 provides for the recognition of
deferred tax assets if realization of such assets is more likely than not to
occur. Realization of net deferred tax assets is dependent upon generating
sufficient taxable income in future years in appropriate tax jurisdictions to
realize benefit from the reversal of temporary differences and from net
operating loss, or NOL, carryforwards.




The
Company has determined it more likely than not that these timing differences
will not materialize and has provided a valuation allowance against
substantially all of its $160 net deferred tax assets. The Company's management
will continue to evaluate the realizability of the deferred tax asset and its
related valuation allowance. If the assessment of the deferred tax assets or the
corresponding valuation allowance were to change, the related adjustment to
income would be recorded during the period in which the determination is made.
The tax rate may also vary based on results and the mix of income or loss in
domestic and foreign tax jurisdictions in which the Company
operates.






17




In
addition, the calculation of tax liabilities involves dealing with uncertainties
in the application of complex tax regulations. Recognition of liabilities for
anticipated tax audit issues in the U.S. and other tax jurisdictions is based on
estimates of whether, and to the extent to which, additional taxes will be due.
If it is ultimately determined that payment of these amounts is unnecessary, the
liability will be reversed and a tax benefit will be recognized during the
period in which it is determined that the liability is no longer necessary. An
additional charge in the provision for taxes will be recorded in the period in
which it is determined that the recorded tax liability is less than the ultimate
assessment is expected to be.




In 2006,
the FASB issued FIN 48, which clarifies the accounting for uncertainty in tax
positions. FIN 48 requires that the Company recognize in its financial
statements the impact of a tax position, if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The Company adopted the provisions of FIN 48 on July 1, 2007.




We file a
federal and state income tax return. The Company’s federal and state income tax
returns are open for fiscal years ending after June 30, 2007.





Management
of the Company is not aware of any additional needed liability for unrecognized
tax benefits at June 30, 2009 and June 30, 2008.





At June
30, 2008, the Company had net deferred tax assets of approximately $6,000,
principally arising from net operating loss carryforwards for income tax
purposes. We have determined it more likely than not that these timing
differences will not materialize and have provided a valuation allowance against
substantially all our net deferred tax asset.




Start-up
Costs


In April
1998, the American Institute of Certified Public Accountants issued Statement of
Position No. 98-5, "Reporting for Costs of Start-Up Activities" ("SOP 98-5").
Pursuant to this statement, the Company is required to expense all start-up
costs related to new operations. Accordingly, the Company has expensed
organization costs of $480.




Recent
Accounting Pronouncements




In June
2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R)” (“SFAS 167”). SFAS 167 amends FASB Interpretation No. 46 (revised
December 2003), “Consolidation of Variable Interest Entities” to require an
enterprise to qualitatively assess the determination of the primary beneficiary
of a variable interest entity (VIE) based on whether the entity (1) has the
power to direct the activities of a VIE that most significantly impact the
entity’s economic performance and (2) has the obligation to absorb losses of the
entity or the right to receive benefits from the entity that could potentially
be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of
the primary beneficiary, and amends the events that trigger a reassessment of
whether an entity is a VIE. Enhanced disclosures are also required to provide
information about an enterprise’s involvement in a VIE. This statement shall be
effective as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period, and for interim and annual reporting periods
thereafter. Earlier application is prohibited. The Company does not expect the
adoption of SFAS 167 to have a material impact on its consolidated financial
statements.





In June
2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles (“SFAS 168”). SFAS 168
establishes the FASB Accounting Standards CodificationTM (the
“Codification”) as the single source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the SEC under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. When effective, the Codification
will supersede all existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. Following SFAS 168, the FASB will
not issue new standards in the form of Statements, FASB Staff Positions, or
Emerging Issues Task Force Abstracts. Instead, the FASB will issue Accounting
Standards Updates, which will serve only to: (a) update the Codification; (b)
provide background information about the guidance; and (c) provide the bases for
conclusions on the change(s) in the Codification. SFAS 168 and the Codification
are effective for financial statements issued for interim and annual periods
ending after September 15, 2009. The Company has evaluated this new statement
and has determined that it will not have a significant impact on the
determination or reporting of its financial results.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events
("SFAS 165"). SFAS 165 establishes guidance related to accounting for
and disclosure of events that happen after the date of the balance sheet but
before the release of the financial statements. SFAS 165 is effective for
reporting periods ending after June 15, 2009. The Company adopted
SFAS 165 on June 30, 2009. SFAS 165 affects disclosures
only.





Management
does not anticipate that the adoption of these standards will have a material
impact on the financial statements.




18




Note
1 - Deferred Offering Costs





Deferred
offering costs consists of expenses incurred that are directly related to a
public offering. If funds are raised from the public offering, these costs will
be offset against stockholders' equity. If no funds are raised, these costs will
be expensed in full.





Note
2 - Related Party Transactions





As of
June 30, 2008, the Company's principal stockholders advanced $24,180 to the
Company. The advances were converted to common stock in March,
2009.




The
principal stockholder provides services, valued at $2,000 per month and office
space valued at $200 per month. The total value of $13,200 was reflected as an
operating expense in 2009.  This accrual was also converted to common
stock in March, 2009.




Note
3 – Marketable Securities


All
securities are equity securities and are classified as available-for-sale. The
Company has determined a decline in fair value below the cost basis is other
than temporary.Therefore the cost basis of the individual
security was written down to fair value. The impairment of $2,000 was recorded
in 2009.




Note
4 - Capital Stock




Description
of Securities





Common Stock




The
Company is authorized to issue 150,000,000 shares of common stock, with par
value of $0.001 per share. As of June 30, 2009, a total of 1,507,589 shares of
common stock were issued and outstanding. Holders of common stock are entitled
to receive dividends, when and if declared by the board of directors, subject to
prior rights of holders of any preferred stock then outstanding and to share
ratably in the net assets of the company upon liquidation. Holders of common
stock do not have preemptive or other rights to subscribe for additional shares.
The articles of incorporation do not provide for cumulative voting. Shares of
common stock have equal voting, dividend, liquidation and other rights, and have
no preference, exchange or appraisal rights.




Common
Stock





In
November, 2008, the Company issued 260 shares of common stock in exchange for
$1,329 cash. In March, 2009, the Company issued 7,329 shares of common stock,
which are restricted as to transferability, to its one of its founders and
directors for $37,380 offset against current notes payable.




On June
21, 2007, the Company issued 500,000 shares of common stock, which are
restricted as to transferability, to its founders and directors for $500 offset
against current notes payable.  On July 16, 2007,  the
Company issued 250,000 shares of common stock in exchange for $5,000
cash.  In November, 2007, the Company split the common stock two for
one, leaving 1,500,000 issued and outstanding.












19








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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.





HIGHLIGHT
NETWORKS, INC.





Dated:
October 14, 2009





by: /s/ Perry D. West


Perry D.
West


President





Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated have signed this report below.





by: /s/ Perry D. West


Perry D.
West,


CEO,
Chairman and President


(Principal
Financial and Accounting Officer)







20