lux_10k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended August 31, 2012

Commission File Number: 333-153502

LUX DIGITAL PICTURES, INC.

(Exact name of registrant as specified in its charter)

Wyoming		26-2589503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

347 Chapala Street Santa Barbara, California		93101
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

Title of each class		Name of each exchange on which registered
Common stock, $0.001 par value		OTC

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark 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 x No ¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not 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. x

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

On December 14, 2012 the registrant had 253,167,691 shares of common stock outstanding.

LUX DIGITAL PICTURES, INC.

FORM 10-K

TABLE OF CONTENTS

PART I

Item 1	–	Business	4

Item 1A	–	Risk Factors	11

Item 1B	–	Unresolved Staff Comments	11

Item 2	–	Properties	12

Item 3	–	Legal Proceedings	12

Item 4	–	Mine Safety Disclosures	12

PART II

Item 5	–	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13

Item 6	–	Selected Financial Data	14

Item 7	–	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 7A	–	Quantitative and Qualitative Disclosures About Market Risk	24

Item 8	–	Financial Statements and Supplementary Data	25

Item 9	–	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	57

Item 9A	–	Controls and Procedures	57

Item 9B	–	Other Information	58

PART III

Item 10	–	Directors, Executive Officers and Corporate Governance	59

Item 11	–	Executive Compensation	62

Item 12	–	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65

Item 13	–	Certain Relationships and Related Transactions, and Director Independence	65

Item 14	–	Principal Accountant Fees and Services	65

PART IV

Item 15	–	Exhibits, Financial Statement Schedules	67

Signatures			68

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Annual Report on Form 10-K contains “forward-looking statements” that involve substantial risks and uncertainties. The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, statements regarding our expectations, beliefs, intentions, strategies, future operations, future financial position, future revenue, projected expenses and plans and objectives of management. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “continue,” “objective,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These forward-looking statements reflect our current views about future events and involve known risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievement to be materially different from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in this Annual Report on Form 10-K. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. We qualify all of our forward-looking statements by these cautionary statements. In addition, the industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors including those described in the section entitled “Risk Factors.” These and other factors could cause our results to differ materially from those expressed in this Annual Report on Form 10-K.

Some of the industry and market data contained in this Annual Report on Form 10-K are based on independent industry publications and publicly available information. This information involves a number of assumptions and limitations. Although we believe that each source is reliable as of its respective date, we have not independently verified the accuracy or completeness of this information.

As used herein, “Lux,” the “Company,” “we,” “our,” and similar terms refer to Lux Digital Pictures, Inc., unless the context indicates otherwise.

Any references to “we,” ”our,” “us,” “Lux,” and the “Company” refer to Lux Digital Pictures, Inc. We have only a nine-month operating history. Our primary business is providing streaming solutions to broadcasters and content providers and earning revenue from advertisers. As of the end of our fiscal year ending August 31, 2012 we had total assets of $1,329,830 and total stockholders’ deficit of $943,835. Revenues for the fiscal year were $1,742,318 and we had a net loss of $1,323,882. Please see the “Financial Statements” for more complete details.

Lux Digital Pictures is a leading digital media and technology services company. We provide streaming and advertisingservices through our RadioLoyaltyTM Platform to over 1,100 internet and terrestrial radio stations and other broadcast content providers. We have developed a patent-pending video in-steam technology that enables radio broadcasters to enhance the end users’ experience while maximizing the content owners return on investment. We anticipatethat we will be expanding our online product portfolio in the second quarter of the fiscal year ending August 31, 2013. We are also continuing development of WatchThis™, a patent-pending merchandising in-stream technology to provide IP television streaming services, advertising and e-commerce services. Our digital media and technology services are offered to a worldwide audience and customer base.

As of August 2012, we had over 86,000 registered users, which we define as the total number of accounts that have been created for our loyalty service at period end, and we were adding around 3,500 new registered users every month on average over the last 12 months. For the fiscal year ended August 31, 2012, we streamed over 15 million hours of content and had over 10 million user launches of our UniversalPlayerTM. According to a May 2012 report by ComScore, we are one of the top three in the Entertainment radio category with a potential reach of 83,000,000 unique people in the United States.

Our clients include broadcasters, station rep groups, content owners, direct marketers, brand advertisers and the advertising agencies that service these groups. We offer a suite of products and services that enable broadcasters, content owners and marketers to engage with their current and potential customers online and through internet and mobile devices to increase brand awareness and generate leads and sales. We also offer technology infrastructure tools and services that enable broadcasters and marketers to implement and manage their online advertising across multiple channels including display, email, video, social, and affiliate marketing. The range of products and services that we provide enables our clients to address all aspects of the digital marketing process, including strategic planning, campaign optimization, media sourcing, and comprehensive reporting and analytics.

We generate the audiences for our advertisers' campaigns through a unique combination of: broadcast streaming media players, station guides, mobile applications, our network of third-party websites, ad exchanges, ad network optimization providers, search engines, and websites that we own and operate in several key verticals. Our sophisticated data management platform harnesses the large amount of anonymous data that is generated by our businesses,. We utilize this data, along with our technology platforms and marketing expertise, to deliver measurable performance for our clients.

We are headquartered in Santa Barbara, California, with broadcast and content delivery network facilities in Santa Barbara, California and Los Angeles, California, respectively.

The radio broadcast and internet streaming industry is changing rapidly. With this change, we believe there is growing opportunity across the industry for a provider of free quality programming, with a unique, proven advertising monetization model and sales network. While many content providers and technologies are focused on building audience, we believe that the opportunity to provide greater variety and more diverse programming to listeners, while being supported by uniquely generated advertising revenue will prove successful. We believe that our unique technology, coupled with a diverse programming portfolio, sales networks with a vastmarket coverage, and powerful targeting capabilities make our products and services unique and highly scalable. We believe we are among the leaders in identifying and utilizing industry-leading technologies. Our initial distribution platform, RadioLoyalty™, promotes efficiency for radio stations and streamlines daily operations resulting in a cost reduction for our customers. Our business is driven in part by our heightened focus on customer service, which has allowed us to develop and maintain long-standing relationships with radio stations, advertisers, programming partners and independent content providers. Our commitment to serving our customers and providing a high level of accountability is the core of our business model, and will continue to be so as we look for opportunities to expand our programming offerings and the services we provide.

We believe there is a large and growing market opportunity for our RadioLoyalty™ and WatchThis™ solutions. This market opportunity reflects several important trends:

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many consumers are now equipped with high-speed broadband connections;

•

the cost of creating and producing professional audio and video content has dropped dramatically;

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audio and video content consumption has become a mainstream online and mobile activity for consumers;

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smartphones and tablets are rapidly becoming mainstream tools for digital media consumption;

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increasingly, next-generation content experiences are being driven through an adoption of new multi-faceted connected consumer electronics;

Our platform and offering allows content providers to stream content to an unlimited listenerbase. We eliminate the bandwidth expense of streaming for our content providers and generate display, video and audio advertising revenues for both ourselves and our content providers.

We provide advertisers with a cost effective solution to reach their target audience at scale, from one source. Included in our audience is a consolidation of internet and mobile users accessing oursmall and medium sized broadcastproviders’content,who can take advantage of the advertising buys of our aggregate and targeted audience that spans the globe.

We provide listeners with free, unlimited access to over 1,100 stations with content including music, sports, talk radio, and more. Listeners can access our content providers across the world over the internet, popular mobile and tablet devices.

In the short term, we do not expect to generate any meaningful revenue directly from listeners, and will continue to focus our business model around advertising revenue.

Broadcasters/Radio Stations/Rep Groups/ Content Owners

We offer broadcasters and content providers a streaming media player and broadcasting platform at no cost. We generate revenue primarily from advertising. Stations can preserve their cash as well as use it to fuel growth because we offer our programming and services on a barter basis. Stations provide us with commercial airtime in return for our bandwidth/services on a 1:4display advertising impressions ratio. For example, we receive the first, fifth, ninth, etc. advertising impression as our barter fee and recognize 100% of the revenue from those ad impressions, with content providers being able to monetize the remaining impressions at their discretion. In most cases, we end up buying the remaining inventory from content providers. In almost every scenario, we are able to monetize the advertising inventory of our content providers at much higher ad rates then they are able to due to aggregation and our patent-pending in-stream video technology. This advertising solution is what enables us to offer a compelling solution to content owners and sets us apart from our competitors.

We offer groups that represent radio broadcasters (“Rep Groups”) a self-managed software-as-a-service (“SAAS”) platform to provide management services to their respective station owners. We offer content providers a full-service partnership, which is unique in the radio industry.. When we work with a Rep Group they “represent” a content provider on a domestic and international level, our ad sales team reaches out to advertisers (both national and international), our content department provides audience metrics and relevant demographic information and our trafficking department provides back office support so content providers can focus on developing their content rather than focusing on the end user experience. Our sales teams are managed by industry veterans.

We offer our service to listeners at no cost through our Universal PlayerTM in online environments, and through our RadioLoyaltyTM app in popular mobile and I.P. environments. We generate revenue primarily from advertising. Listeners earn RadioLoyalty points for listening and other designated user interactions. Radio LoyaltyTM points can be redeemed in our store for merchandise but maintain a zero cash value at all times.

Listeners can also earn points by sharing their listening across social media using our share and refer a friend features. Our website and mobile apps are integrated with Facebook Connect allowing our listeners easy signup, login, and sharing functions with their Facebook friends.

Advertising /Advertising Agency/Advertising Network

We generate revenue primarily from advertising.We offer advertisers (and the advertising agencies that represent them) and sales networks with international market coverage and broad demographic targeting given our broad range of programming and services. With over 1,100 active radio stations as our clients, we help ensure advertisers that their message will be heard and seen worldwide by listeners they are seeking.

We believe our advertising network offers advertisers a powerful lead generation solution that effectively targets a global audience. Our network exclusively represents the media inventory of our owned properties including RadioLoyalty™ and WatchThis™ as well as other vertical based websites.We offer a comprehensive suite mixed of display, audio and video advertising products across our traditional computer, mobile and connected device platforms. Our advertising products allow both international, national, regional and local advertisers to target and connect with our audiencebased on attributes including geographic, demographic and content preferences, and we provide analytics for our advertisers detailing campaign metrics and performance.

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Display Advertising. Our display products offer advertisers opportunities to gain exposure to our listeners through our desktop, internet and mobile service interfaces, which are divided between our UniversalPlayerTMcontaining our player and “now playing” information, and the information space surrounding our UniversalPlayerTM. Our display ads include IAB industry standard banner ads of various sizes and placements depending on platform and listener interaction.

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Audio Advertising. Our audio advertising products allow custom audio messages to be delivered between songs during short ad interludes. Audio ads are available across all of our delivery platforms. On supported platforms, the audio ads can be accompanied by display ads to further enhance advertisers’ messages.

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Video Advertising. Our video advertising products allowdelivery of rich branded messages to further engage listeners through in-banner click-initiated videos, video pre-roll before listeners are connected to content, and a unique and proprietaryvideo in-stream advertisement during commercial breaks. We currently utilize video advertising through our desktop interfaces, and anticipateto expand video advertising across our mobile service interfaces in 2013.

We offer multiple pricing models designed around maximizing our customers' return on investment (RIO). Our display, audio, and videofor internet, IP connected devices and mobile advertising placements are offered on several pricing models including: cost-per-thousand-impression (CPM), whereby our customers pay based on the number of times the target audience is exposed to the advertisement; cost-per-view (CPV), whereby our customers pay based on the number of times a unique video asset is viewed by the consumer; cost-per-lead (CPL), whereby our customers pay when a consumer completes the pre-defined registration fields and submits the completed forms; cost-per-click (CPC), whereby payment is triggered only when an interested individual clicks on our customer's advertisement; and cost-per-action (CPA), whereby payment is triggered only when a specific, pre-defined action is performed by an online consumer.

Through our wholly-owned subsidiary StreamTrack Media, Inc. (“StreamTrack Media”), we offer lead generation services for advertisers and publishers through our advertising network. Advertisers use our lead generation services to generate leads on a CPM, CPV, CPL, CPC and CPA basis while publishers use our advertising network to find advertisers to distribute to their internet traffic. The publisher places the advertiser's display ads or text links on their website, in email campaigns, registration path, or in search listings, and receives a commission from the advertiser only when a visitor takes an agreed-upon CPM, CPV, CPL, CPC, or CPA action.

Technology/Platform/Websites

RadioLoyalty™

We believe that our RadioLoyalty™ platform is quickly becoming a leading way to listen to music, talk radio, and sports over the Internet, IP connected devices, tablets and on mobile devices. Listeners can listen to their favorite radio stations and songs while earning loyalty points redeemable for merchandise. With more than one thousand stations to choose from, we believe it is easy to find stations to love.

UniversalPlayer™

The UniversalPlayer™ Platform has standardized digital ad buying for more than one thousand internet radio stations. Its patent-pending technology for in-stream video ad insertion is unique and we believeit is changing the way the traditional internet radio model executes. As we continue to expand the use of our UniversalPlayer™ to a larger broadcaster base, we anticipateseeing significant increases in advertising rates and revenue with this addition.

WatchThis™

WatchThis™ incorporates the use of the DionyVision™ digital video player technology. This technology is designed to revolutionize the entertainment industry through a convergence of original network content and interactive product placement based on keyword triggers or digital frame tagging. We anticipateseeing significant increases in revenue with the commercial launch of this technology.

Admaximizer™

We believe AdMaximizerTM provides cutting edge technology which can be utilized by brand owners to generate consumer leads and direct to consumer ecommerce transactions for their businesses. Our platform is designed to provide the brand owner with broad consumer access, better response rates on advertisements, higher quality leads and the ability to measure the success of each advertising campaign. Most importantly, this is a unique user experience with a nonintrusive advertising supported content delivery model.

Lead Generation Websites

We own approximately 55 websites and 1100 URLs (Uniform Resource Locators or internet domains) that have been acquired and developed over many years. Several of these websites have a strong, established history with the top tier search engines. We generate traffic to our websites, link our sites with key partners, and take other steps designed to improve the ranking of our sites on major search engines and improve their appeal to consumers who view them. We also monitor and perform search engine optimization on our sites to increase the profile of our sites on major search engines such as Google, Yahoo and Bing.

Our internet advertising network operates under StreamTrack Media. We provide advertisers with products and services to reach consumers online in a highly-focused manner leading to better response rates on advertisements, higher quality leads and the ability to measure the success of each advertising campaign.

RadioLoyalty™, an owned and operated property, can provide advertisers a cost effective means to reach its worldwide targeted audience. Through advertising, brands and direct response advertisers can generate both brand awareness and generate leads.

Intellectual Property

We currently have two patent-pending applications with the United States Patent and Trademark Office (“USPTO”). The patent-pending for our RadioLoyaltyTMlive broadcast video in-stream ad insertion technology which was filed in August of 2012. The patent-pending for our WatchThisTM keyword triggered in-content merchandising was filed in 2008.

Our success may be greatly impacted by our ability to have these patents approved by the USPTO. We not only rely on our patent-pending applications to protect our intellectual property. We also rely on our trade secrets, copyrights, trademarks, technology protocols, and contractual restrictions. Our employees, business partners and consultants enter into confidentiality and proprietary rights agreements. We control access and distribution of our confidential and proprietary information.

We plan to file for additional patent protection, abroad where appropriate and cost effective.

Our registered trademarks in the United States include “Jetcast.”

Distribution

The RadioLoyaltyTM platform primarily generates listeners from its content provider’s websites. It also generates listeners through its station guide on radioloyalty.com as well as syndication of its station guide to third party websites. Through a “listen live” or similar button on content provider’s websites and guides, listeners launch the UniversalPlayerTM. In addition to streaming to traditional online computers, we have developed and deployed popular mobile apps for Android phones, Blackberry Playbooks, and IOS devices including iphones and ipads. We plan to make the RadioLoyaltyTM service available on additional devices through partnerships with electronic manufacturers and OEM providers

We derive most of our revenues from the sale of advertising. Advertisers buy inventory and lead generation services from us on a CPM, CPL, CPV, CPC and CPA basis. We deploy pre-roll video advertisements to listeners prior to reaching their desired content, and then deploy in-stream video advertisements during our content provider’s scheduled commercial breaks using our patent-pending technology. We further monetize content with display advertising consisting of IAB compliant 300x250 and 728x90 (among other) ad units within the UniversalPlayerTM, monetization outside of the player and through our member’s area. Additional revenue is generated from lead generation services which connect advertisers with their target audience.

There are a number of factors that influence our revenue, that include but are not limited to: (1) our financial funding requirements and ability to operate; (2) the growth and maintenance of our content providers and listeners; (3) the economic conditions of the United States and Worldwide economies; (4) competition from other streaming providers; and (5) advertiser demand for inventory.

We market our products and services primarily through print advertising, online advertising, and referrals. We also market them through our internal websites, and participating in trade shows and other media events.

We have a sales team dedicated to recruit advertisers and advertising networks to purchase advertising and leads from us. We also have a team focused on publisher and station guide distribution through our advertising network.

Our content provider onboarding team assists with the recruitment, setup and optimization of content providers.

Our listener marketing team is in charge of portraying our brand messaging through our players and improving the experience to drive listener hours. Through refer a friend and the share features in the UniversalPlayerTM, viral listeners are generated for us and our content providers providing a powerful tool for growth.

Competition for Listeners

A number of factors affect how we compete for listening time. These include the demand and accessibility of the content, the quality of the listening experience, advertising perception, brand awareness, and the advertising dollars spent on marketing campaigns. We offer our service at no cost providing unlimited listening. We also award loyalty points and provide viral incentives to our listeners, which we believe helps grow our listenership. Many of our current and potential future competitors enjoy substantial competitive advantages including greater brand recognition, longer operating histories, larger marketing budgets, as well as greater technical, personal, financial and other resources. We compete for listeners with other content providers, including satellite radio providers such as Sirius XM, terrestrial and online radio providers such as Clear Channel, Slacker, and iHeart, and services such as Pandora that provide personalized content.

While we believe that our service and business model will result in us gaining a larger market share, competition for listeners could result in listeners moving or not coming onto our platform in favor of a competing service. Our ability to operate and grow is dependent on generating additional listeners.

Competition for Content Providers:

We face competition from providers of other streaming platforms that offer services and tools to content providers. The content delivery marketplace continues to evolve rapidly providing listeners with a growing number of alternatives and new content delivery platforms.

Our primary competitors include Clear Channel, Cumulus Media, and Pandora. Unlike our primary competitors, we do not own radio stations and are a technology platform that is not affiliated with or controlled by a major media company or broadcaster. We believe this operating model gives us distinct advantages, including not limited to being liable for the content royalties that these competitors are. We market our platform to content providers that we believe will have desirable listening audiences. Our technology provides these content providers with a way to eliminate broadband streaming expenses and earn increased revenue, while holding the content provider responsible for content royalties.

We believe that the quality, diversity and breadth of our programming and services, coupled with our advertising sales forces and unique monetization model supported by patent-pending technology, enable us to compete effectively with other forms of media and content delivery networks.While we believe our platform offers unique advantages over other streaming platforms, content providers may choose not to stream using our platform in favor of other platforms.

Other Media Forms. Other providers of content delivery provide content through internet streaming and IPtelevision, provide on demand services such as Hulu, Vevo, or YouTube,. We compete for the time and attention of listeners with all other media forms. These content services pose a competitive threat.

Competition for Advertisers

We compete with other content providers for higher advertising rates and a share of our advertising customers’ overall marketing budgets. A number of factors impact competition for advertisers including but not limited to: technology capabilities, budgets, pricing structures, the ability to generate successful campaign metrics, return on investment, and targeting abilities. We believe that our patent-pending video in-stream ad insertion technology gives us a unique advantage.However, securing budget and premium rates from advertisers is intensely competitive and rapidly changing. With new companies entering the market and the introduction of new technologies, we expect competition to increase and potentially have an adverse effect.

Our competitors include:

Other Internet Companies. As web based advertising becomes more popular, the market for online advertising is becoming increasingly competitive. We compete for online advertisers with other internet websites such as Pandora, Spotify, AOL, Slacker, Facebook, Google, MSN, and Yahoo! These large internet companies with greater brand recognition may have greater funding, more skilled personal, technology and intellectual property advantages, and consequently enjoy significant advantages.

Broadcast Radio. Terrestrial and satellite broadcasting are significant sources of competition for advertising dollars. These providers deliver ads across platforms that may be more familiar to traditional advertisers than the internet or mobile advertising opportunity we offer. Advertisers may not want to migrate advertising dollars to our internet-based platform because of this source of competition.

Television and Print Media Providers. Traditional media companies in television and print such as CBS, ABC and NBC are a source of competition for advertising dollars. These traditional media types present competitive challenges in attracting advertising dollars including larger established audiences, greater operating history, and greater brand recognition.

Government Regulation

As a company conducting business on the internet, we are subject to a number of foreign and domestic laws and regulations relating to consumer protection, information security, data protection and privacy, among other things. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business. In the area of information security and data protection, the laws in several states require companies to implement specific information security controls to protect certain types of information. Likewise, all but a few states have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their information. Any failure on our part to comply with these laws may subject us to significant liabilities.

We are also subject to federal and state laws regarding privacy of listener data. Our privacy policy and terms of use describe our practices concerning the use, transmission and disclosure of listener information and are posted on our website. Any failure to comply with our posted privacy policy or privacy-related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. Further, any failure by us to adequately protect the privacy or security of our listeners’ information could result in a loss of confidence in our service among existing and potential listeners, and ultimately, in a loss of listeners and advertising customers, which could adversely affect our business.

Our results may reflect the effects of some seasonal trends in listener behavior due to increased internet usage and sales of media-streaming devices during certain vacation and holiday periods. For example, we expect to experience increased usage during the fourth quarter of each calendar year due to the holiday season, and in the first quarter of each calendar year due to increased use of media-streaming devices received as gifts during the holiday season. We may also experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season. Given the rapid growth of new media delivery and new user device adoption, we may see a shift in this pattern in the future.

As of August 31, 2012, we had 15 employees. None of our employees are covered by collective bargaining agreements, and we consider our relations with our employees to be good.

Corporate and Available Information

We were incorporated as a Wyoming corporation on May 6, 2008. Our principal executive offices are located at 347 Chapala Street, Santa Barbara, California 93101 and our telephone number is (805) 308-9151. Our website is located at www.streamtrack.com.

We have an August 31 fiscal year end. Accordingly, in this Annual Report on Form 10-K, all references to a fiscal year refer to the 12 months ended August 31 of such year, and references to the first, second, third and fourth fiscal quarters refer to the three months ended November 30, February 28, May 31 and August 31, respectively.

We file reports with the Securities and Exchange Commission (“SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any other filings required by the SEC. During the year ended August 31, 2012, we plan to make available on our Investor Relations website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http:// www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

ITEM 1A.

RISK FACTORS

Not required for small business issuers.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Our principal executive offices are located in Santa Barbara, California in a 5,369 square-foot facility, under four operating leases, each of which expire on May 15, 2014.

Our primary data center is hosted by net2EZ, a leading provider of hosting services, in Los Angeles, California, and is designed to be redundant and fault tolerant. Backup systems in California can be brought online in the event of a failure at the primary data center. The backup sites enable additional fault tolerance and will support our continued growth.

The data centers host the streamtrack.com website, external streaming and hosting, andintranet applications that are used to manage the website ad-serving and content delivery. The websites are designed to be fault-tolerant, with a collection of identical web servers connecting to an enterprise database. The design also includes load balancers, firewalls and routers that connect the components and provide connections to the internet. The failure of any individual component is not expected to materially affect the overall availability of our website, however we cannot guarantee that our websites will always be error free or operational24/7.

We believe that our current facilities are adequate to meet our customers’ needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate our foreseeable future operations.

ITEM 3.

LEGAL PROCEEDINGS

We may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at this time are considered to be material to our business or financial condition. We may file collection actions or be involved in other litigation in the future

ITEM 4.

MINE SAFETY DISLOSURES

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the OTC Bulletin Board (the “OTC”) under the symbol “LUXD.” The following table sets forth the range of high and low sales prices on the OTC of our common stock for the periods indicated, as reported by the OTC.

Our common stock has traded on the OTC Bulletin Board under the symbol “LUXD” since August 27, 2009.

The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the OTC Bulletin Board.

	High		Low
Fiscal Year Ended August 31, 2012
First quarter (September 1, 2011 – November 30, 2011)	$	0.0180	$	0.0030
Second quarter (December 1, 2011 – February 29, 2012)	$	0.0055	$	0.0011
Third quarter (March 1, 2012 – May 31, 2012)	$	0.0050	$	0.0013
Fourth quarter (June 1, 2012 – August 31, 2012)	$	0.0030	$	0.0011

	High		Low
Fiscal Year Ended August 31, 2011
First quarter (September 1, 2010 – November 30, 2010)	$	0.0310	$	0.0110
Second quarter (December 1, 2010 – February 29, 2011)	$	0.0150	$	0.0100
Third quarter (March 1, 2011 – May 31, 2011)	$	0.0300	$	0.0019
Fourth quarter (June 1, 2011 – August 31, 2011)	$	0.0240	$	0.0015

On August 31, 2012, the closing price per share of our common stock as reported on the OTC Bulletin Board was $0.0026 per share. As of December 14, 2012, there were approximately 250 holders of record of our common stock. The number of beneficial stockholders is substantially greater than the number of holders of record because a large portion of our common stock is held through brokerage firms.

We have not declared or paid any cash dividends on our common stock and currently do not anticipate paying any cash dividends in the foreseeable future. Instead, we intend to retain all available funds and any future earnings for us in the operation and expansion of our business. Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on our future earnings, capital requirements, financial condition, future prospects, applicable Wyoming law.

Equity Compensation Plan Information

The Company does not have any equity compensation plans.

Series A Preferred Stock

EffectiveMay 16, 2012, the Company issued 100 shares of Series A Preferred Stock to Lux GmbH, the former majority shareholder of the Company pursuant to a stock purchase agreement dated May 16, 2012. Each share of Series A Preferred Stock has voting rights equal to the voting equivalent of the common stock into which it is convertible at the time of the vote. All outstanding shares of Series A Preferred Stock will automatically convert into common stock on the first business day after the closing date of the acquisition by the Company of 100% of the total issued and outstanding capital stock of Radio Loyalty, Inc., a California corporation. The holders of the Series A Preferred Stock arenot entitled to dividends. The Series A Preferred Stockhas no preferential rights to the Company’s common stockand will share in any liquidation proceeds with the common stock on an as converted basis.

Recent Sales of Unregistered Securities

The following is a list of the issuance of securities by us during the fiscal year ending August 31, 2012 in transactions exempt from registration that were not previously included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K, the proceeds of which were generally used for working capital:

Number of	Dollar Amount/Value	Services Or Other		Exemption from
Shares	of Consideration	Consideration	Date of Sale	Registration

				Rule 506

ITEM 6.

SELECTED FINANCIAL DATA

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including but not limited to those discussed below and elsewhere in this report, particularly in the sections entitled “Special Note Regarding Forward-Looking Statements and Industry Data” and “Risk Factors.”

Cautionary Statements

This Form 10-K contains financial projections and other “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others, statements concerning the potential for revenues and expenses and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” or similar expressions used in this Form 10-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:

(a)

volatility or decline of our stock price;

(b)

potential fluctuation in quarterly results;

(c)

our failure to earn revenues or profits;

(d)

inadequate capital to continue the business and barriers to raising the additional capital or to obtaining the financing needed to implement our business plans;

(e)

failure to commercialize our technology or to make sales;

(f)

changes in demand for our products and services;

(g)

rapid and significant changes in markets;

(h)

litigation with or legal claims and allegations by outside parties, causing us to incur substantial losses and expenses;

(i)

insufficient revenues to cover operating costs; and

(j)

dilution in the ownership of the Company through the issuance by us of additional securities and the conversion of outstanding warrants, notes and other securities.

Opportunities, Challenges and Risks

Advertising revenue constitutes the majority of our total revenue, representing 93% of total revenue for the year ended August 31, 2012. For the year ended August 31, 2012 our advertising revenue was almost entirely derived from advertising delivered on desktop, tablet and popular mobile devices. We deliver content on mobile devices through our RadioLoyaltyTM app but we do not currently generate significant mobile advertising revenues. Management believes that mobile advertising represents an opportunity for the Company in the next coming years and on an ongoing basis. We streamed content to our listeners for over 15 million hours during the fiscal year ended August 31, 2012. A total of 97.9% of these listener hours were generated by listeners through our web-based Universal PlayerTM, with the remainder of listener hours delivered on tablet computers, smartphones and other mobile devices. Management expects the mobile advertising market will grow at substantial rates in the coming years. However, many challenges exist in this market. We believe these challenges will be solved primarily with new technologies. We believe our current technologies and other technology under development will solve some of these challenges. By solving these challenges we will be able to monetize the mobile listenership we are growing today.

We track listener hours because it is the best key indicator of the growth of our RadioLoyaltyTM business. Revenues from advertising through our RadioLoyaltyTM Platform represented substantially all of revenues for the year ended August 31, 2012. We also track the number of active users on our RadioLoyaltyTM web-based product as well as the RadioLoyaltyTM app as indicators of the size and quality of our audience, which are particularly important to potential advertisers. We plan to expand our internet product portfolio in the second quarter of the year ending August 31, 2013. Once these products are launched we will determine key indicators of growth for those products.

We calculate actual listener hours using our internal analytics systems. Some of our competitors do not always calculate their listener hours in the same way we do. As a result, their stated listener hours may not represent a truly comparable figure.

Player launches are defined as the number of individual times the UniversalPlayer™ was launched.

Registered users are defined as the number of users who have signed up for an account with us in order to access our broadcasters’ content and to earn loyalty points. The number of registered users may overstate the number of actual unique individuals who have signed up for an account with us in order to earn loyalty points,as an individual may register for, and use, multiple accounts under unique brands or private labels.

The tables below set forth our listener hours for the year ended August 31, 2012, our player launches, and our active users as of August 31, 2012.

Listener hours (in millions)			15.3
Player launches (in millions)			10.7
Active users (in thousands)			86.5

Results of Operations for the Year Ended August 31, 2012 as Compared to the Year Ended August 31, 2011

The following tables present our results of operations for the periods indicated and as a percentage of total revenue. The period-to-period comparisons of results are not necessarily indicative of results for future periods.

	For the Years Ended August 31,
	2012			2011
Revenue
Advertising	$	93	%	$	-	%
Services		7			-
Total revenue		100			-
Costs of revenues
Media network		35			-
Colocation hosting services		15			-
Broadcaster fees		9			-
Other costs of sales		24			-
Total costs of revenues		83			-
Gross profit		17			-
Operating expenses
Consulting fees (1)		21			-
Professional fees		10			-
Product development (1)		8
Marketing and sales (1)		8
Rents		8			-
Officer compensation (1)		7			-
Bad debts		7			-
Other expenses		15			-
Total operating expenses		85			-
Loss from continuing operations		(68	)		-
Other expenses
Interest expense		(5	)		-
Change in fair value of derivative		(3	)		-
Total other expenses		(8	)		-
Loss from discontinued operations		-			(0	)
Loss before provision for income taxes		(76	)		(0	)
Provision for income taxes		-			(0	)
Net loss		(76	)		(0	)

(1)
Consulting fees	5	%	0	%
Product development	1		0
Marketing and sales	1		0
Officer compensation	1		0

Comparison of the Years Ended August 31, 2012 and 2011

Revenue	For the Years Ended August 31,
	2012		2011
Revenue
Advertising
Video	$	1,167,088		-
Display		229,928		-
Lead generation		143,312		-
Other		82,857		-
Total		1,623,185		-
Services		119,133		-
Total revenue	$	1,742,318	$	-

Revenues for the year ended August 31, 2012 totaled $1,742,318. We did not operate our current business model during the year ended August 31, 2011. We generated substantial revenues from video, audio and display advertising placements utilizing our RadioLoyaltyTM Platform and the listenership from over 1,100 of our radio broadcasters. We also currently generate revenues from our services related to integration of our technology with our customer’s advertising systems and related infrastructure, call center operations, list creation services and advertising. Upon the acquisition of Rightmail, we also began generating lead generation revenues. We anticipate generating additional advertising revenues from our expanding internet portfolio that is currently being integrated and should begin launching on or around the middle of the year ending August 31, 2013.

Costs of Revenue	For the Years Ended August 31,
	2012		2011
Costs of revenues
Media network	$	615,435		-
Colocation hosting services		258,971		-
Broadcaster fees		151,758		-
Other		421,056		-
Total costs of revenue	$	1,447,220	$	-

Costs of revenues for the year ended August 31, 2012 totaled $1,447,220. We did not operate our current business model during the year ended August 31, 2011. We incurred substantial media network costs associated with the distribution of our content across a variety of advertising networks. Our costs of distributing our content will proportionally decrease dramatically as we reach scale. In order to operate the RadioLoyaltyTM online broadcasting platform,RadioLoyaltyTMmobile and tablet apps and our ad-serving technologies, we require substantial computing power, hosting and streaming hosting. We operate a substantial technology center at our offices in Santa Barbara, California but also utilize a contracted facility in Los Angeles, California, to support our operations and ensure our systems and content delivery maintain our service level agreements. We refer to these costs as colocation services. Our advertising sales arrangements with over 1,100 RadioLoyaltyTM broadcasters facilitate US paying the broadcasters a monthly revenue sharing fee in exchange for advertising inventory around their content and listenership. We refer to these costs as broadcaster commissions in the event that we purchase the ad inventory. Other costs of sales include depreciation associated with the computer servers at our two colocation facilities, streaming costs, adserving costs, call center operation costs, and various application technologies that support our primary product offerings.

Operating Expenses	For the Years Ended August 31,
	2012		2011
Operating expenses
Consulting fees	$	367,147		-
Professional fees		166,287		-
Product development		147,541		-
Marketing and sales		145,334
Rents		139,120
Officer compensation		130,187
Bad debt		117,408
Other		261,917		-
Total operating expenses	$	1,474,941	$	-

Operating expenses for the year ended August 31, 2012 totaled $1,474,941. We did not operate our current business model during the year ended August 31, 2011. We incurred substantial consulting fees during the year ended August 31, 2012 associated with business development efforts and financial advisory services. We have a broad-based business strategy to acquire more broadcasters directly, enter into joint ventures, revenue sharing arrangements or similar contracts with internet radio station guides (aggregators), and consider mergers and acquisition targets on an ongoing basis. We previously used outside consultants to execute these elements of our business strategy. Recently, we added personnel in order to focus on these efforts internally. We incurred substantial professional fees in order to complete the transaction between Lux Digital Pictures, Inc. and RadioLoyalty, Inc. Product development costs were associated with continuing improvements to the software and related infrastructure for our primary product offering as well as development work on our online product portfolio and the WatchThisTM technology. We expect these costs to increase in the current fiscal year. Marketing and sales costs included compensation for our sales staff and various internet marketing-related costs. Rents were primarily related to four leases we are obligated under for our Santa Barbara, California office. Officer compensation related to a variety of payments to the two primary executives that operate our business and $10,000 in stock compensation associated with the initial shares of RL that were issued upon the incorporation of RL. Bad debts were substantial primarily because of a $72,000 reserve for potentially uncollectible accounts we recorded in order to reserve against substantial balances that were over 90 days delinquent as of August 31, 2012. Other operating costs include telecom, depreciation, utilities, travel and entertainment and various other costs of doing business.

Other Expenses	For the Years Ended August 31,
	2012		2011
Other expenses
Interest expense	$	93,278	$	-
Change in fair value of derivative		50,761		-
Total interest expenses	$	144,039	$	-

Other expenses for the year ended August 31, 2012 totaled $144,039. We did not operate our current business model during the year ended August 31, 2011. We incurred interest expense calculated on our convertible promissory notes and fees charged by the provider of our factoring line of credit. We also recorded the accretion of various debt discounts associated with our convertible promissory notes. The accretion is a result of the amortization of debt discounts to the convertible promissory notes over the term of the convertible promissory notes. Debt discounts recorded during the year ended August 31, 2012 represented the beneficial conversion feature, warrants to purchase stock, and derivative liability associated with the convertible promissory notes. The original value of the derivative liability was recorded as a debt discount. As a result of the derivative classification, the debt discount had to be re-measured as of the reporting date. The re-measurement resulted in an increase to the derivative liability of $50,761. If the convertible promissory notes issued to the Creditor remain outstanding at any time subsequent to the six-month anniversary of the date the convertible promissory notes were issued, a derivative liability exists and will have to be measured as of each reporting date.

Provision for Income Taxes

We did not generate profits for the year ended August 31, 2012. As a result, no provision for income taxes was recorded. For the year ended August 31, 2011, we recorded a $53,585 charge to adjust the balance of our deferred tax assets.

Net Loss Attributable to Common Shareholders	For the Years Ended August 31,
	2012			2011
Net loss attributable to common shareholders
Net loss	$	(1,323,882	)	$	(205,620	)
Deemed dividends		(200,647	)		-
Net loss attributable to common shareholders	$	(1,524,529	)	$	(205,620	)

We generated a net loss of $1,323,882 for the year ended August 31, 2012 for the reasons set forth above. We did not operate our current business model during the year ended August 31, 2011. We also recorded a deemed dividend of $83,020 to account for the distribution of assets to the former Chief Executive Officer of RL. A deemed dividend of $117,627 was also recorded to account for the excess value over historical costs of various financial instruments issued to the entity that originally owned the WatchThisTM technology. We do not expect dividends in any form will be issued or recorded during the year ending August 31, 2013.

Liquidity and Capital Resources

As of August 31, 2012 we had cash totaling $227,435, which consisted of cash funds held at major financial institutions. We had net a working capital deficit of $950,012 as of August 31, 2012, compared to a net working capital of $458,212 as of August 31, 2011. Our principal uses of cash during the fiscal year ending August 31, 2012 were funding our operations as described below.

We believe, based on our current operating plan, that our existing cash will not be sufficient to meet our anticipated cash needs for at least the next 12 months. We will explore additional financing sources and means to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, in connection with any future acquisitions, we may require additional funding which may be provided in the form of additional debt, equity or equity-linked financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms.

As of August 31, 2012, we had issued a total of $650,500 in convertible promissory notes that remained outstanding as of that date. We also entered into an additional $250,000 convertible promissory note in September 2012 and have executed a term sheet for an additional $100,000 as of December 12, 2012. We also owe significant balances under a factoring agreement, a lease agreement for computer servers, and significant balances are owed to the two primary executives that operate our business.

Capital Expenditures

Based on current estimates, we believe that our anticipated capital expenditures will be adequate to implement our current plans.

The following table summarizes our cash flow data for the years ended August 31, 2012 and 2011.

	Fiscal Year Ended August 31,
	2012			2011

Net cash provided by used in operating activities of continuing operations	$	(259,970	)	$	-
Net cash used in investing activities of continuing operations		(8,450	)		-
Net cash provided by financing activities of continuing operations		668,427			-
Net cash provided by discontinued operations		(172,572	)		205,620

Cash flow used by operating activities of continuing operations totaled $259,970 for the year ended August 31, 2012, compared to $0 used for the year ended August 31, 2011. We did not operate our current business model during the year ended August 31, 2011.Operating cash flow was negative during the year ended August 31, 2012 as we began operations and continued the expansion of our advertising within the RadioLoyaltyTM and WatchThis™ Platforms.

Cash flow used by investing activities of continuing operations totaled $8,450 for the year ended August 31, 2012, as compared to $0 used in the year ended August 31, 2011. We did not operate our current business model during the year ended August 31, 2011. We invested in several computers during the year ended August 31, 2012.

Cash flow provided by financing activities of continuing operations totaled $668,427 for the year ended August 31, 2012, compared to $0 used for the year ended August 31, 2011. We did not operate our current business model during the year ended August 31, 2011. We raised substantial capital through the issuance of convertible promissory notes during the year ended August 31, 2012.

Cash flow used in discontinued operations totaled $172,572 for the year ended August 31, 2012, compared to cashflows provided by discontinued operations of $205,620 for the year ended August 31, 2011. We did not operate our current business model during the year ended August 31, 2011. We closed the prior business down during the year ended August 31, 2012.

Contractual Obligations and Commitments

The following summarizes our contractual obligations as of August 31, 2012:

	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		4-5 Years		More Than 5 Year
	(in thousands)
Operating lease obligations	$	308,587	$	180,636	$	127,951	$	-	$	-

Computer servers lease obligation		128,535	$	128,535	$	-	$	-	$	-

Total	$	437,122	$	309,171	$	127,951	$	-	$	-

Off-Balance Sheet Arrangements

As of August 31, 2012 and 2011, we did not have any off-balance sheet arrangements.

Our operating results fluctuate from quarter to quarter as a result of a variety of factors. We expect our operating results to continue to fluctuate in future quarters.

Our results may reflect the effects of some seasonal trends in listener behavior due to increased internet usage and sales of media-streaming devices during vacation and holiday periods. For example, we expect to experience increased usage during the fourth quarter of each calendar year due to the holiday season, and in the first quarter of each calendar year due to the use of media-streaming devices received as gifts during the holiday season. We may also experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season and lower advertising sales during the first quarter of each calendar year results from a generally decreased advertising demand. While we believe these seasonal trends have affected and will continue to affect our operating results, our lack of operating history provides for less insight into the effect of these factors. We believe that our business may become more seasonal in the future. Seasonal variations in listener behavior may result in fluctuations in our financial results.

In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints, buying patterns and a variety of other factors. Many of these market conditions are not possible for us to control.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We believe that the assumptions and estimates associated with our revenue recognition, costs of revenues, stock based compensation and accounting for income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

The Company’s revenue is principally derived from advertising services.

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement.

Advertising Revenue. The Company generates advertising revenue primarily from display and video advertising. The Company generates the majority of its advertising revenue through the delivery of advertising impressions sold on a cost per thousand, or CPM, basis. Currently, advertising revenues are generated through our proprietary technologies from internet-based content. The Company does not currently generate significant revenues from mobile advertising. In determining whether an arrangement exists, the Company ensures that a binding arrangement, such as an insertion order or a fully executed customer-specific agreement, is in place. The Company generally recognizes revenue based on delivery information from its campaign trafficking systems.

The Company also generates advertising revenue pursuant to arrangements with advertising agencies and brokers. Under these arrangements, the Company provides the agencies and brokers the ability to sell advertising inventory on the Company’s service directly to advertisers. The Company reports this revenue net of amounts due to agencies and brokers because the Company is not the primary obligor under these arrangements, the Company does not set the pricing, and does not establish or maintain the relationship with the advertisers.

Services Revenue. The Company generated services revenues for the period from December 1, 2011 through November 30, 2012. These revenues related to the provision of data and streaming hosting services to two customers. The Company no longer generates significant services revenues of this nature but does anticipate project-oriented service revenues associated with the integration and private-branding of the Company’s technologies with both current and potential business partners and customers, respectively.

Deferred Revenue. Deferred revenue consists of both prepaid unrecognized revenues and advertising fees received or billed in advance of the delivery or completion of the services or in instances when revenue recognition criteria have not been met. Deferred revenue is recognized when the services are provided and all revenue recognition criteria have been met.

Multiple-Element Arrangements. The Company could potentially enter into arrangements with customers to sell advertising packages that include different media placements or ad services that are delivered at the same time, or within close proximity of one another. The Company uses the prospective method for all arrangements entered into or materially modified from the date of adoption that involve multiple element arrangements. Under this new guidance, the Company allocates arrangement consideration in multiple-deliverable revenue arrangements at the inception of an arrangement to all deliverables or those packages in which all components of the package are delivered at the same time, based on the relative selling price method in accordance with the selling price hierarchy, which includes: (1) vendor-specific objective evidence (“VSOE”) if available; (2) third-party evidence (“TPE”) if VSOE is not available; and (3) best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.

VSOE . The Company determines VSOE based on its historical pricing and discounting practices for the specific product or service when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for these services fall within a reasonably narrow pricing range. The Company has not historically priced its advertising products within a narrow range. As a result, the Company has not been able to establish VSOE for any of its advertising products.

TPE . When VSOE cannot be established for deliverables in multiple element arrangements, the Company applies judgment with respect to whether it can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, the Company has not been able to establish selling price based on TPE.

BESP . When it is unable to establish selling price using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which the Company would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in the Company’s multiple element arrangements. The Company determines BESP for deliverables by considering multiple factors including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. The Company regularly reviews BESP. Changes in assumptions or judgments or changes to the elements in the arrangement may cause an increase or decrease in the amount of revenue that the Company reports in a particular period.

The Company recognizes the relative fair value of the media placements or ad services as they are delivered assuming all other revenue recognition criteria are met.

Cost of revenue consists of the revenue-sharing amounts paid to broadcasters who provide us with their content and listenership, infrastructure costs related to content streaming, costs related to creating and serving advertisements through our proprietary ad serving technology as well as third party ad serving technology providers and a commission payable to the original owner of the RadioLoyaltyTM technology. The Company makes payments to third-party ad servers for the period the advertising impressions or click-through actions are delivered or occur, and accordingly, the Company records this as a cost of revenue in the related period.

Stock-Based Compensation

Stock-based payments made to employees, including grants of restricted stock units and employee stock options, are recognized in the statements of operations based on their fair values. The Company has previously issued restricted stock units and has not issued any employee stock options to date. The Company recognizes stock-based compensation for awards granted that are expected to vest, on a straight-line basis using the single-option attribution method over the service period of the award, which is generally three years. Because the restricted stock units vest on a daily basis, the Company has estimated the forfeiture rate of these stock awards to be 0%. Should the Company issue stock-based compensation in the form of employee stock options, the resulting expense recognized in the statements of operations may been reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rates used for valuing stock-based compensation payments would be estimated based on historical experience. The Company would estimate the fair value of employee stock options using the Black-Scholes valuation model. The determination of the fair value of a stock-based award is affected by the deemed fair value of the underlying stock price on the grant date, as well as other assumptions including the risk-free interest rate, the estimated volatility of the Company’s stock price over the term of the award, the estimated period of time that the Company expects employees to hold their stock options and the expected dividend rate.

The Company has elected to use the “with and without” approach as described in Accounting Standards Codification 740 Tax Provisions in determining the order in which tax attributes are utilized. As a result, the Company will only recognize a tax benefit from stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available to the Company have been utilized. In addition, the Company has elected to account for the indirect effects of stock-based awards on other tax attributes, such as the research tax credit, through the statement of operations.

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Company evaluates the realizability of deferred tax assets and valuation allowances are provided when necessary to reduce net deferred tax assets to the amounts expected to be realized.

The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company will recognize interest and penalties related to unrecognized tax benefits in the income tax provision in the accompanying statement of operations.

The Company calculates the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years. Adjustments based on filed income tax returns are recorded when identified. The amount of income taxes paid is subject to examination by U.S. federal and state tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have operations wholly within the United States and we are exposed to market risks in the ordinary course of our business, including inflation risks.

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

ITEM 8.

FINANCIAL STATEMENTS

LUX DIGITAL PICTURES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page No.
Report of Independent Registered Public Accounting Firm		26

Consolidated Balance Sheets as of August 31, 2012 and 2011		27

Consolidated Statements of Operations for the fiscal years ended August 31, 2012 and 2011		28

Consolidated Statements of Stockholders’ (Deficit) Equity for the fiscal years ended August 31, 2012 and 2011		29

Consolidated Statements of Cash Flows for the years ended August 31, 2012 and 2011		30

Notes to Consolidated Financial Statements		31

Silberstein Ungar, PLLC CPAs and Business Advisors
	Phone (248) 203-0080
	Fax (248) 281-0940
	30600 Telegraph Road, Suite 2175
	Bingham Farms, MI 48025-4586
	www.sucpas.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Lux Digital Pictures, Inc.

Santa Barbara, California

We have audited the accompanying balance sheets of Lux Digital Pictures, Inc. as of August 31, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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, we 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lux Digital Pictures, Inc. as of August 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Silberstein Ungar, PLLC

Bingham Farms, Michigan

December 12, 2012

Lux Digital Pictures, Inc.

Consolidated Balance Sheets

	As of August 31, 2012			As of August 31, 2011
Assets
Current assets:
Cash	$	227,435		$	-
Accounts receivable, net of allowances of $72,000 and $0 at August 31, 2012 and 2011, respectively		518,785			-
Prepaid expenses		10,981			585,852
Total current assets		757,201			585,852
Property and equipment, net		238,140			-
Other assets
Note receivable		150,000			-
Customer list, net		150,166			-
Other assets		34,323			-
Assets of discontinued operations		-			-
Total other assets		334,489			-
Total assets	$	1,329,830		$	585,852

Liabilities and stockholders’ (deficit)equity
Current liabilities:
Accounts payable and accrued expenses	$	1,133,385		$	-
Factor line of credit		68,091			-
Derivative liability embedded within convertible note payable		86,115			-
Capital lease payable		118,443			-
Related party payable		136,978			-
Convertible notes payable, net of debt discount of $11,299 and $0 as of August 31, 2012 and 2011		164,201			28,500
Liabilities of discontinued operations		-			99,140
Total current liabilities		1,707,213			127,640
Long term liabilities
Deferred revenues		157,805			-
Convertible promissory notes, net of debt discount of $6,370 and $0 as of August 31, 2012 and 2011		43,630			-
Related party convertible promissory notes, net of debt discount of $59,983 and $0 as of August 31, 2012 and 2011		365,017			-
Total long term liabilities		566,452			-
Total liabilities		2,273,665			127,640
Commitments and contingencies (note 5)
Stockholders’ (deficit)equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 100 and 2,500,000 shares issued and outstanding as of August 31, 2012 and 2011		1			2,500
Common stock, $0.001 par value: 1,000,000,000 shares authorized; 220,098,411 and 61,268,701 shares issued and outstanding as of August 31, 2012 and 2011		220,098			61,268
Additional paid-in capital		1,126,887			704,008
Deferred stock based compensation		(766,292	)
Treasury stock		-			400
Accumulated deficit		(1,524,529	)		(309,964	)
Total stockholders’ (deficit)equity		(943,835	)		458,212
Total liabilities and stockholders’ (deficit) equity	$	1,329,830		$	585,852

The accompanying notes are an integral part of the consolidated financial statements.

Lux Digital Pictures, Inc.

Consolidated Statements of Operations

	For the Years Ended August 31,
	2012			2011
Revenue
Advertising	$	1,623,185		$	-
Services		119,133			-
Total revenue		1,742,318			-
Costs of revenues
Media network		615,435			-
Colocation hosting services		258,971			-
Broadcaster fees		151,758			-
Other costs of sales		421,056			-
Total costs of revenues		1,447,220			-
Gross profit		295,098			-
Operating expenses
Consulting fees (includes stock compensation $94,516 and $0 in 2012 and 2011)		367,147			-
Professional fees		166,287			-
Product development (includes stock compensation $23,555 and $0 in 2012 and 2011)		147,541
Marketing and sales (includes stock compensation $14,287 and $0 in 2012 and 2011)		145,334
Rents		139,120			-
Officer compensation (includes stock compensation of $10,000 and $0 in 2012 and 2011)		130,187			-
Bad debts		117,408			-
Other expenses		261,917			-
Total operating expenses		1,474,941			-
Loss from continuing operations		(1,179,843	)		-
Other expenses
Interest expense (including accretion of debt discount of $33,274 and $0 for 2012 and 2011)		(93,278	)		-
Change in fair value of derivative		(50,761	)		-
Total other expenses		(144,039	)		-
Loss from discontinued operations		-			(152,035	)
Loss before provision for income taxes		(1,323,882	)		(152,035	)
Provision for income taxes		-			(53,585	)
Net loss		(1,323,882	)		(205,620	)
Deemed dividend		(200,647	)		-
Net loss attributable to common stockholders	$	(1,524,529	)	$	(205,620	)

Basic and diluted net loss per share attributable to common stockholders	$	(0.02	)	$	(0.00	)

Weighted-average number of shares used in computing per share amounts		131,557,855			51,567,308

The accompanying notes are an integral part of the consolidated financial statements.

Lux Digital Pictures, Inc.

Consolidated Statements of Stockholders’ (Deficit) Equity

	Preferred Stock						Common Stock						Additional Paid-in			Treasury			Deferred Stock Based			Retained Earnings (Accumulated			Total Stockholders' Equity
	Shares			Amount			Shares			Amount			Capital			Stock			Compensation			Deficit)			(Deficit)

Balance, August 31, 2009		2,500,000		$	2,500			47,990,000		$	47,990		$	644,352		$	0		$	0		$	4,889		$	699,731

Issuance of common stock for compensation		-			-			2,683,400			2,683			29,151			-			-			-			31,834

Shares returned to treasury		-			-			(400,000	)		(400	)		-			400			-			-			-

Net loss		-			-			-			-			-			-			-			(109,233	)		(109,233	)

Balance, August 31, 2010		2,500,000			2,500			50,273,400			50,273			673,503			400			-			(104,344	)		622,332

Issuance of common stock for conversion of debt		-			-			10,995,301			10,995			30,505			-			-			-			41,500

Net loss		-			-			-			-			-			-			-			(205,620	)		(205,620	)

Balance, August 31, 2011		2,500,000			2,500			61,268,701			61,268			704,008			400			-			(309,964	)		458,212

Issuance of common stock for conversion of debt		-			-			96,579,710			96,580			37,560			-			-			-			134,140

Issuance of common stock for conversion of preferred stock		(2,500,000	)		(2,500	)		25,000,000			25,000			(22,500	)		-			-			-			-

Issuance of anti-dilution shares		-			-			34,200,000			34,200			(34,200	)		-			-			-			-

Issuance of common stock for compensation		-			-			3,050,000			3,050			19,250			-			-			-			22,300

Issuance of RL common stock for compensation		-			-			-			-			908,650			-			(908,650	)		-			-

Amortization of stock based compensation		-			-			-			-			-			-			142,358			-			142,358

Shares returned from treasury		-			-			-			-			400			(400	)		-			-			-

Issuance of common stock and stock warrant for asset purchase agreement		-			-			-			-			-			-			-			(117,627	)		(117,627	)

Contribution of assets by shareholder		-			-			-			-			83,020			-			-			(83,020	)		-

Share exchange		100			1			-			-			921,040			-			-			(1,399,416	)		(478,375	)

Recapitalization		-			-			-			-			(1,490,341	)		-			-			1,709,380			219,039

Net loss		-			-			-			-			-			-			-			(1,323,882	)		(1,323,882	)

Balance, August 31, 2012		100		$	1			220,098,411		$	220,098		$	1,126,887		$	0		$	(766,292	)	$	(1,524,529	)	$	(943,835	)

The accompanying notes are an integral part of the financial statements.

Lux Digital Pictures, Inc.

Consolidated Statements of Cash Flows

	2012			2011
Cash flows from operating activities of continuing operations
Net loss	$	(1,323,882	)	$	-
Discontinued operations		-			(205,620	)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Stock-based compensation		142,358			-
Bad debt expense		117,408			-
Depreciation and amortization		83,497			-
Remeasurement of derivative liability		50,761			-
Amortization of debt discount		33,274			-
Changes in assets and liabilities:
Accounts receivable		(135,717	)		-
Prepaid expenses		116,223			-
Note receivable		(150,000	)
Other assets		(19,110	)
Accounts payable and accrued expenses		667,413			-
Deferred revenue		157,805			-
Net cash used in operating activities of continuing operations		(259,970	)		-
Cash flows from investing activities of continuing operations
Purchases of property and equipment		(8,450	)		-
Cash flows from financing activities of continuing operations
Proceeds from issuance of convertible promissory notes		582,900			-
Payments on capital lease		(28,606	)
Net advances from related parties		46,042
Net advances from Factor		68,091			-
Net cash provided by financing activities of continuing operations		668,427			-
Cash flows from discontinued operations
Cash flows from operations activities of discontinued operations		(246,272	)		311,064
Cash flows from investing activities of discontinued operations		(68,325	)		(136,941	)
Cash flows from financing activities of discontinued operations		142,025			31,497
Net cash used in discontinued operations		(172,572	)		205,620
Net increase in cash and cash equivalents		227,435			-
Cash and cash equivalents at beginning of year		-			-
Cash and cash equivalents at end of year	$	227,435		$	-

Supplemental disclosures of noncash financing activities
Deemed dividends	$	200,647		$	-
Issuance of common stock for conversion of debts and accrued interest	$	134,140		$	41,500
Issuance of common stock for acquisition of customer list	$	159,000		$	-
Contribution of assets by Chief Executive Officer	$	128,120		$	-
Supplemental disclosures of cash flow information
Cash paid during the period for income taxes	$	-		$	-
Cash paid during the period for interest	$	5,670		$	-

Software, computer servers and computers		3 years
Office furniture and equipment		3 to 5 years
Leasehold improvements		Shorter of the estimated useful life of 5 years or the lease term

Allowance for Doubtful Accounts	Balance at Beginning of Fiscal Year		Charged to Operations		Write-offs, net of recoveries		Balance at End of Fiscal Year

For fiscal year ended August 31, 2012	$	-	$	117,408	$	45,408	$	72,000

For fiscal year ended August 31, 2011		-		-		-		-

	As of August 31,
	2012			2011

Servers, computers, and other related equipment	$	198,924		$	-
Software		112,204			-
Leasehold improvements		1,675			-
		312,803			-
Less accumulated depreciation and amortization		(74,663	)		-

Property and equipment, net	$	238,140		$	-

	As of August 31,
	2012		2011

Accounts payable	$	1,041,060	$	-
Accrued consulting fees		41,500		-
Accrued broadcaster commissions		28,870
Accrued interest		17,673
Credit card		4,282		-

Accounts payable and accrued expenses	$	1,133,385	$	-

	Fair Value Measurement Using
	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total

Fair values as of August 31, 2011
Assets:
None	$	—	$	—	$	—	$	—

Total assets measured at fair value	$	—	$	—	$	—	$	—

Liabilities:
None	$	—	$	—	$	—	$	—

Total liabilities measured at fair value	$	—	$	—	$	—	$	—

Fair values as of August 31, 2012
Liabilities:
Convertible promissory notes	$	—	$	572,848	$	—	$	572,848
Derivative liabilities		—		86,115		—		86,115

Total liabilities measured at fair value	$	—	$	658,963	$	—	$	658,963

Fiscal Year Ending August 31,
2013	$	180,636
2014		127,951
2015		-
2016		-
2017		-
All future years		-

Total minimum lease payments	$	308,587

	Fiscal Years Ended August 31,
	2012			2011

Current
Federal	$	—		$	—
State and local		—			—
Total current income tax expense		—			—
Deferred
Federal	$	(450,120	)	$	(54,300	)
State and local		(198,582	)		—
Valuation allowance		648,702			107,885
Total deferred income tax expense (benefit)		—			53,585

Total income tax expense	$	—		$	53,585

	Fiscal Year Ended August 31,
	2012			2011

U.S. federal taxes at statutory rate		34	%		34	%
State taxes, net of federal benefit		15			15
Permanent differences		—			—
Change in valuation allowance		—			—
Change in rate		—			—
Other		—			—

Effective tax rate		49	%		49	%

	2012			2011

Servers	$	147,049		$	-
Less: accumulated depreciation		(43,062	)		-
Net assets under capital lease	$	103,987		$	-

	Payments

2013	$	128,535
2014		-
2015		-
2016		-
Total lease payments		128,535
Less: amount representing interest		(10,092	)
Present value of minimum lease payments	$	118,443

Date of Issuance	Amount		Related Party Nature

December 1, 2011	$	100,000	Issuance to an entity controlled by RL founders
March 27, 2012		125,000	Issuance to an entity partially controlled by Chief Executive Officer
June 18, 2012		50,000	Issuance to an executive of StreamTrack Media
August 22, 2012		150,000	Issuance to an executive of StreamTrack Media

Total	$	425,000	$	-

Advances from factor	$	1,102,134
Fees charged by factor		34,121
Total		1,136,255
Payments received from customers		(1,068,164	)
Balance, August 31, 2012	$	68,091

	August 31,			June 26,
	2012			2012
Expected life (in years)		0.08			0.27
Balance of note outstanding	$	54,500		$	78,500
Stock price	$	0.0026		$	0.0016
Effective conversion price	$	0.0010		$	0.0011
Shares issuable upon conversion		53,821,845			70,707,981
Risk-free interest rate		0.09	%		0.10	%
Expected volatility		61.83	%		61.83	%
Expected dividend yield		-			-

Convertible promissory notes, principal balance	$	175,500
Less: Unamortized portion of debt discount	(11,299		)
Convertible promissory notes, net, August 31, 2012	$	164,201

Convertible promissory notes, principal balance	$	475,000
Less: Unamortized portion of debt discount	(66,353		)
Convertible promissory notes, net, August 31, 2012	$	408,647

	Number of Shares			Weighted- Average Grant-Date Fair Value
Unvested at August 31, 2011		-		$	0.00
Granted		3,050,000			0.01
Vested		(3,050,000	)		0.00
Canceled		-			0.00

Unvested at August 31, 2012		-		$	0.00

Expected to vest after August 31, 2012		-		$	0.00

	Fiscal Years Ended August 31,
	2012		2011

Sales	$	-	$	305,140
Operating Expenses		-		(349,546	)
Other Income & Expenses		-		(107,629	)
Provision for Income Tax		-		(53,585	)
Net Loss From Discontinued Operations	$	-	$	(205,620	)

Name	Age	Position

Michael Hill	36	Chief Executive Officer, President, Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of Lux and Chief Financial Officer, Corporate Secretary, and Chairman of the Board of Directors of StreamTrack Media, Inc.

Aaron Gravitz	32	Director of Lux and Chief Executive Officer of StreamTrack Media, Inc.

Michael Freides	31	President of StreamTrack Media, Inc.

Name and Principal Position	Fiscal Year	Salary		Bonus		Restricted Stock Awards		All Other Compensation		Total

Michael Hill (1)	2012	$	60,094		-0-	$	10,000		-0-	$	70,094
Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of Lux and Chairman, Chief Financial Officer, and Corporate Secretary of STMI	2011	$	0		-0-		-0-		-0-	$

Aaron Gravitz (2)	2012	$	60,093		-0-	$	10,000		-0-	$	70,093
Director of Lux and Chief Executive Officer of STMI	2011	$	0		-0-		-0-		-0-	$	0

Michael Freides (3)	2012	$	0		-0-		-0-	$	-	$	0
President of STMI	2011	$	0		-0-		-0-		-0-	$	0

Name, Title and Address	Number of Shares Beneficially Owned (1)		Percentage Ownership

Michael Hill Chairman, Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary of Lux and Chairman, Chief Financial Officer, and Corporate Secretary of STMI		103,290,000		40.80	%

Aaron Gravitz Director of Lux and Chief Executive Officer of STMI		0		*

Michael Freides President of STMI		0		*

All current Executive Officers as a Group		103,290,000		40.80	%

Exhibit		Description

3.1		Articles of Incorporation (1)

3.2		Bylaws (1)

10.1		Stock Purchase Agreement, dated as of May 16, 2012, by and among Lux Digital Pictures, Inc., Lux Digital Pictures GmbH Partners, and Michael Hill (2)

10.2		Asset Purchase Agreement with exhibits, dated as of August 31, 2012, by and between Lux Digital Pictures, Inc., StreamTrack Media, Inc. and RadioLoyalty, Inc. (3)

21.1		List of Subsidiaries

31.1		Section 302 Certification of Principal Executive Officer

31.2		Section 302 Certification of Principal Financial/Accounting Officer

32.1		Section 906 Certification of Principal Executive Officer

32.2		Section 906 Certification of Principal Financial/Accounting Officer

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

	LUX DIGITAL PICTURES, INC.

Dated: December 14, 2012	By:	/s/ Michael Hill
		Michael Hill,
		Chief Executive Officer, President, Chief Financial Officer, and Corporate Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)