Current Report Filing (8-k)
February 02 2018 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report
(Date of earliest event reported): January 29, 2017
HIGHLIGHT
NETWORKS, INC.
(Exact Name of
Registrant as Specified in Charter)
|
Nevada
|
|
001-35357
|
|
26-150752
|
|
(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
20F,
Longhai Fortune Center
42
Ziwei Road, Shima Town, Zhangzhou City
Fujian
Province, China
|
363199
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
+86 596-6565220
2371 Fenton
Street
Chula Vista,
CA 91914
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 5.01
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Changes
in Control of Registrant.
|
Pursuant
to a stock purchase agreement (the “Agreement”), by and between Jose R. Mayorquin (the “Seller”) and Xiamen
Lutong International Travel Agency Co., Ltd. (the “Purchaser”), on January 29, 2017, the Seller sold 57,000,000 shares
of common stock, par value $0.001 per share, of Highlight Networks, Inc. (the “Company”), to the Purchaser in consideration
for $133,867.61 in cash from corporate funds of the Purchaser (the “Transaction”). Following consummation of the Transaction,
the Purchaser holds 98% of the voting securities of the Company, based on 58,167,600 shares outstanding as of the date hereof.
The Transaction has resulted in a change in control of the Company from the Seller to the Purchaser.
Reference
is made to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2017, filed with the Securities and
Exchange Commission (the “SEC”) on November 8, 2017, for such information reflecting the Company and its securities
that would be required if the Company was filing a general form for registration of securities on Form 10 under the Exchange Act
of 1934, as amended.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
In
connection with the Transaction, Jose R. Mayorquin, the sole officer and director of the Company, resigned from all of his officer
positions with the Company, including Chief Executive Officer, President, and Chief Financial Officer, effective immediately upon
the consummation of the Transaction but will remain a director of the Company, until ten (10) days following the date on which
the Company files a Schedule 14F-1 with the SEC and mails the same to the holders of record
of the Company, in connection with the Transaction.
Zhenhui
Huang was appointed as the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of
the Company, effective immediately upon the consummation of the Transaction. Mr. Huang, 39, has been serving as a director
of Xiamen Lutong International Travel Agency Co., Ltd. since January 2014. From January 2009 to January 2014, he was the
general manager of Zhangzhou Baihui Business Service Co., Ltd., an online e-commerce company. Mr. Huang obtained his junior
college diploma in medicine from Chinese People's Liberation Army Fuzhou Medical College. Mr. Huang will serve as the
Company’s officer for a term of three years.
In
addition, Qiyi Zheng was appointed as a director and Chairman of the Board of the Company, effective upon consummation of
the Transaction and until the next annual meeting of shareholders of the Company or until his resignation or sooner removal
and otherwise until his successor is elected and qualified. Mr. Zheng, 36, has been serving as Chairman of Xiamen Lutong
International Travel Agency Co., Ltd. since January 2014. Prior to that, he was the Chairman of Shenzhen Junfu Travel Agency
Co., Ltd. from January 2010 to January 2014. Mr. Zheng obtained his junior college diploma in electronics from Fujian
Nan’an Practical Art Secondary Vocational School.
Neither
Mr. Huang nor Mr. Zheng is currently compensated for serving in any of his positions as an officer or director of the
Company. There is no family relationship between any of our directors or executive officers. There have been no transactions
regarding Mr. Zheng or Mr. Huang that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
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 hereunto duly authorized.
Dated: February
2, 2018
Highlight
Networks, Inc.
By:
/s/ Zhenhui Huang
Name:
Zhenhui Huang
Title:
Chief Executive Officer and Chief
Financial
Officer
Xiamen Lutong Internatio... (CE) (USOTC:LTGJ)
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