THIS INFORMATION STATEMENT IS BEING PROVIDED TO

YOU BY THE BOARD OF DIRECTORS OF CONO ITALIANO, INC.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY

Cono Italiano, Inc.

10 Main Street

Keyport, NJ 07735

(877) 330-2666

INFORMATION STATEMENT

(Preliminary)

March 13, 2014

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

GENERAL INFORMATION

To the Holders of Common Stock of Cono Italiano, Inc.:

This Information Statement has been filed with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), to the holders (the “ Stockholders ”) of common stock, par value $0.001 per share (the “ Common Stock ”), of Cono Italiano, Inc., a Nevada corporation (the “ Company ”), to notify the Stockholders that on February 4, 2014, the Company received a unanimous written consent in lieu of a meeting of the holders of a majority of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The holders of a majority of the Common Stock (the “ Majority Stockholders ”) authorized the following:

On February 4, 2014, the Board of Directors of the Company (“ Board ”) approved the Authorized Share Increase and the Preferred Stock Authorization and recommended to the Majority Stockholders that they approve the Authorized Share Increase and the Preferred Stock Authorization. On February 4, 2014, the Majority Stockholders approved the Authorized Share Increase and Preferred Stock Authorization by written consent in lieu of a meeting in accordance with the Nevada Revised Statutes. Accordingly, your consent is not required and is not being solicited in connection with the approval of the Authorized Share Increase and the Preferred Stock Authorization.

We will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about March 13, 2014.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

The Board believes the Authorized Share Increase and the Preferred Stock Authorization are necessary and advisable in order to maintain the Company’s financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment.

Accordingly, it is the Board’s opinion that the Authorized Share Increase and the Preferred Stock Authorization would better position the Company to attract potential business candidates and provide the Stockholders a greater potential return.

INTRODUCTION

The Nevada Revised Statutes provide that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. The Nevada Revised Statutes, however, require that in the event an action is approved by written consent, a company must provide prompt notice of the taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to a company.

In accordance with the foregoing, we will mail the Notice of Stockholder Action by Written Consent on or about March 13, 2014.

This Information Statement contains a brief summary of the material aspects of the Authorized Share Increase and the Preferred Stock Authorization approved by the Board of Cono Italiano, Inc. (the “ Company ,” “ we ,” “ our ,” or “ us ”) and the Majority Stockholders.

Approval of Majority Stockholders

As of March 1, 2014, there were issued and outstanding 146,850,000 shares of Common Stock. Pursuant to the Nevada Revised Statutes, at least a majority of the voting equity of the Company, or at least 73,425,001 votes, are required to approve the Authorized Share Increase and the Preferred Authorization by written consent. The Majority Stockholders, who hold in the aggregate 74,200,000 votes or approximately 50.5% of the voting equity of the Company, have voted in favor of the Authorized Share Increase and Preferred Stock Authorization thereby satisfying the requirement under the Nevada Revised Statutes that at least a majority of the voting equity vote in favor of a corporate action by written consent.

The following table sets forth the names of the Majority Stockholders, the number of shares held by the Majority Stockholders, the total number of votes that the Majority Stockholders voted in favor of the Authorized Share Increase and the Preferred Stock Authorization and the percentage of the issued and outstanding voting equity of the Company that voted in favor thereof.

ACTIONS TO BE TAKEN

The Authorized Share Increase and the Preferred Stock Authorization will become effective on the date that we file the Certificate of Amendment to the Company’s Articles of Incorporation, as amended (the “ Amendment ”) with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20 ^th ) day following the date on which this Information Statement is mailed to the Stockholders.

INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND

AUTHORIZATION OF BLANK CHECK PREFERRED STOCK

GENERAL

The number of authorized shares of our Common Stock will be increased from one hundred fifty million (150,000,000) shares to five hundred million (500,000,000) shares (the “ Authorized Share Increase ”).

Up to twenty million (20,000,000) shares of “blank-check” preferred stock (the “ Blank Check Preferred Stock ”) of the Company, par value $0.001 per share, will be authorized (the “ Preferred Stock Authorization ” and, together with the Authorized Share Increase, the “ Actions ”).

The primary purpose of the Actions is for general corporate purposes, including, without limitation, capital raising, merger and acquisition opportunities, the issuance of stock dividends or stock splits, and other general corporate purposes.

The effect of the adoption of Actions would be to grant the Board the authority to issue shares of Common Stock, as well as shares of preferred stock in one or more series, with such rights, preferences and designations, as it deems necessary or advisable without any additional action by the Company’s shareholders, unless otherwise required by law or by the rules and policies of the OTCQB or any other quotation system or exchange upon which the shares of Common Stock of the Company are listed and trade.

The Board has made no decisions or commitments with respect to the use of the requested shares of Common Stock or Blank Check Preferred Stock, and it has no plans to commence an offering of any of the Company’s shares at this time. The Board believes, however, that the Actions provide the flexibility the Company needs to satisfy its obligation to raise additional capital to support the Company. Approval of the Actions permits the Company to take advantage of opportunities as they arise.

POTENTIAL FOR DILUTION TO THE OWNERSHIP OF EXISTING SHAREHOLDERS AND OTHER EFFECTS OF THE ACTIONS

Pursuant to the Authorized Share Increase, the additional authorized shares of Common Stock may be issued for such consideration, cash or otherwise, at such times and in such amounts as the Board may determine without further shareholder approval, except to the extent that shareholder approval is required by applicable laws, rules or regulations.

The additional shares of Common Stock to be authorized by adoption of the proposed amendment to our Articles of Incorporation would have rights identical to our currently outstanding Common Stock. The Authorized Share Increase will not change the number of shares of stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of our Common Stock. However, to the extent that the additional authorized shares are issued in the future, they may dilute the percentage equity ownership of existing shareholders and, depending on the price at which they are issued, may also dilute earnings and book value on a per share basis. The Company’s shareholders have no preemptive rights to subscribe for additional shares of Common Stock when issued, which means that current shareholders do not have a prior right to purchase any newly-issued shares in order to maintain their proportionate ownership of the Company’s Common Stock.

Pursuant to the Preferred Stock Authorization, the availability of undesignated Blank Check Preferred Stock may have certain negative effects on the rights of holders of the Company’s Common Stock. The actual effect of the issuance of any shares of preferred stock upon the rights of holders of Common Stock cannot be stated until the Board determines the specific rights of the holders of such preferred stock. With regard to the proposed new class of Blank Check Preferred Stock, the Board’s authority to determine the terms of any such shares of preferred stock would include, but not be limited to, (i) the designation of each class or series and the number of shares that will constitute each such class or series; (ii) the dividend rate for each class or series; (iii) the price at which, and the terms and conditions on which, the shares of each class or series may be redeemed, if such shares are redeemable; (iv) the terms and conditions, if any, upon which shares of each class or series may be converted into shares of other classes or series of shares of the Company, or other securities; and (v) the voting rights for each class or series.

Shares of preferred stock that are issued by the Company and subsequently redeemed or converted into another security of the Company would be available to be reissued by the Company and the Board may set the terms of the reissued shares as they deem appropriate, in the same manner, and subject to the same limitations, as the authorized preferred shares permit.

POSSIBLE ANTI-TAKEOVER EFFECTS OF THE ACTIONS

Common Stock . The increase in the authorized number of shares of Common Stock could, in some situations, have the effect of discouraging unsolicited takeover attempts or inhibiting the removal of incumbent management and may limit the opportunity for shareholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. For example, the issuance of the newly authorized shares of Common Stock could be used to discourage persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons who would support the Board in a potential takeover situation, including by rendering a transaction proposed by such persons more costly, or by preventing or delaying a proposed business combination that is opposed by the Board although perceived to be desirable by some shareholders.

Preferred Stock . Pursuant to the Preferred Stock Authorization, the Board will be authorized to issue 20,000,000 shares of preferred stock in one or more series and with such rights (including voting, dividend and conversion), preferences and designations as the Board deems necessary or advisable without any action by our shareholders.

The availability of undesignated Blank Check Preferred Stock may have certain negative effects on the rights of the holders of our Common Stock. The actual effect of the issuance of any shares of Blank Check Preferred Stock upon the rights of holders of Common Stock cannot be stated until the Board determines the specific rights of the holders of such Blank Check Preferred Stock. The proposed amendment will permit the Board without future stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which are superior to and could adversely affect the voting power or other rights of the holders of our Common Stock. Specifically, we will be in a position to issue securities which would grant to the holders thereof, preferences or priorities over the holders of Common Stock with respect to, among other things, liquidation, dividends and voting. This could result in holders of Common Stock receiving less in the event of a liquidation, dissolution or other winding up of our company, reduce the amount of funds, if any, available for dividends on Common Stock, and dilute the voting power of the holders of our Common Stock.

In addition, Blank Check Preferred Stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. For example, the Board could designate and issue a series of preferred stock in an amount that sufficiently increases the number of outstanding shares to overcome a vote by the holders of our Common Stock or with rights and preferences that include special voting rights to veto a change in control. The effect of such provisions could delay or frustrate a merger, tender offer or proxy contest, the removal of incumbent directors, or the assumption of control by shareholders, even if such proposed actions would be beneficial to our shareholders. This could include discouraging bids even if such bid represents a premium over our then existing trading price and thereby prevent shareholders from receiving the maximum value for their shares. Please note that the creation of the Blank Check Preferred Stock has not been proposed by the Board for an anti-takeover related purpose and the Board has no knowledge of any current efforts to obtain control of the Company or to effect large accumulations of our voting stock.

PURPOSE AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES AND AUTHORIZING BLANK CHECK PREFERRED STOCK

The Board believes the Actions are necessary and advisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility in today’s competitive and rapidly changing environment. The additional three hundred fifty million (350,000,000) shares of Common Stock, as well as the twenty million (20,000,000) share of Blank Check Preferred Stock, so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock and the Blank Check Preferred Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company’s business or the trading price of the Common Stock. The immediate purpose for increasing the authorized shares is to provide enough shares required for the conversion of outstanding convertible securities. The additional shares of Common Stock may also be used for future issuances of stock options pursuant to employee benefit plans and to provide for issuances to satisfy conversions of future convertible debt or convertible preferred stock. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.

The increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares, as well as the existence of Blank Check Preferred Stock, could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued Common Stock and/or shares of Blank Check Preferred Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance of the additional shares of Common Stock or Blank Check Preferred Stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the increase in the number of authorized shares of Common Stock be used as a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares of Common Stock presently outstanding.