UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K




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





For
the fiscal year ended August 31, 2009




or




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







For the
transition period from ___________ to ___________







Commission
File Number


LUX DIGITAL PICTURES,
INC.


(Exact
name of Registrant as specified in its charter)





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





Registered
Agent:





Corp
95


1617
No. Main Street


Suite
B


Sheridan,
WY 82801-2668





2140
Shattuck Avenue, Suite 210-2270


Berkeley,
CA. 94704


(Address of principal
executive offices) (Zip Code)





(510)-948-4000


(Registrant’s
telephone number, including area code)





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





Indicate
by check mark whether the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o     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
o




x


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See the definitions of "large accelerated filer,"
"accelerated filer,"
and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  o
            Accelerated
      filer                       
      oNon-accelerated
      filer     o
            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]





As of
November 20, 2009 the Company’s common stock had a bid price of $.16 per shares
and a ask price of $.20 per share.





At
November 20, 2009, there were 47,990,000 shares of Registrant's ordinary shares
outstanding.





Document
incorporated by reference:  None.





1




FORWARD
LOOKING STATEMENTS






In
General




This
Annual Report contains statements that plan for or anticipate the future.
 In this Annual Report, forward-looking statements are generally identified
by the words "anticipate," "plan," "believe," "expect," "estimate," and the like.
 These forward-looking statements include, but are not limited to,
statements regarding the following:




*
            our
      product and marketing plans*
            consulting
      and strategic business relationships;*
            statements
      about our future business plans and strategies;*
            anticipated
      operating results and sources of future revenue;*
            our
      organization's growth;*
            adequacy
      of our financial resources;*
            development
      of new products and markets;*
            competitive
      pressures;*
            changing
      economic conditions;*
            expectations
      regarding competition from other companies; and*
            our
      ability to manufacture and distribute our
  products.




2





Although
we believe that any forward-looking statements we make in this Annual Report are
reasonable, because forward-looking statements involve future risks and
uncertainties, there are factors that could cause actual results to differ
materially from those expressed or implied.  For example, a few of the
uncertainties that could affect the accuracy of forward-looking statements,
besides the specific factors identified above in the Risk Factors section of
this Annual Report, include:




*
            changes
      in general economic and business conditions affecting the motion picture
      industry;*
            developments
      that make our particular film products less competitive and that may
      reduce the value of our unamortized film costs;*
            changes
      in our business strategies;*
            the
      level of demand for our products;
and




In light
of the significant uncertainties inherent in the forward-looking statements made
in this Annual Report, particularly in view of our early stage of operations,
the inclusion of this information should not be regarded as a representation by
us or any other person that our objectives and plans will be
achieved.






PART
I




ITEM
1.       DESCRIPTION OF
BUSINESS




The
Company




Any
references to “we”,”our”, “us”, “Lux” and the “Company” refer to Lux Digital
Pictures, Inc. The Company has only an eighteen (18) month operating history.
The Company’s primary, current, business is the production and distribution of
motion pictures. As of the end of our fiscal year ending August 31, 2009 the
Company had Total Assets of $771,594 and Total Stockholders’ Equity of $699,731.
Revenues for the fiscal year were $129,024 and the Company had a Net loss of
$28,680 primarily due to a write down of a Bad Debt Expense. Please see the
“Selected Financial Data” for more complete details.




3





Corporate
Background




Lux
Digital Pictures, Inc was incorporated in the State of Wyoming on May 6, 2008.
We were formed to develop businesses, assets and opportunities in the motion
picture production and distribution industry and allied industries, which the
Company believes will have significant growth potential as new Digital delivery
and distribution platforms evolve. Lux intends to market its motion picture
product and distribution businesses under several names (”brands”) including
Lux Digital Pictures, Midnight
Movies, New Broadway Cinema and Short Screams. Lux expects to compete in
today’s entertainment industry market place by controlling costs of production
and distribution by outsourcing most functions to third parties and using,
primarily, online marketing tools to promote its products and further its
digital strategies. Lux also believes it has developed a unique production
strategy which will make it a market leader in the production of a unique brand
of commercial documentary feature films.




Business
Overview




Our
objective is to establish the Company as a leading producer and distributor of
quality motion picture product that can be successfully marketed and distributed
via emerging digital distribution platforms, such as Video On Demand (“V.O.D.”),
and on conventional cable channels and on the Internet as well as in traditional
world wide markets such as broadcast television and home video.




Lux will,
initially, release its product through third parties to minimize expense. The
Company has one motion picture “Night of the Living Dead 3D”, currently, in
distribution in various media in world wide markets, via both international
sales agents and domestic sub-licensees, and it has recently completed
production on two new motion pictures. “Nightmares in Red, White and Blue”
(www.nightmaresinredwhiteandblue.com
) written and produced by Joseph Maddrey, from his book, and directed by Andrew
Monument is a feature-length documentary film on the evolution of the American
horror film. Recently this motion picture has screened in several important
European, Film Festivals, including Deauville, Sitges, Athens, Dublin and
others, and its international rights have been acquired by Screen Media
Ventures, LLC who is actively marketing the film outside of the US and Canada.
The Company expects the film to be released in the United States and Canada in
early to mid 2010. Lux has also recently completed production on “American
Grindhouse” (www.americangrindhouse.com
), written, directed and co-produced by Elijah Drenner the film is a
feature-length documentary on the history of the American exploitation film
industry. Lux expects the Picture to be released in mid to late 2010. The
Company also has two films in production; “Gameplay: The Story of the Videogame
Revolution” is a comprehensive feature-length documentary on the history of the
video game industry, written and produced by Bill Logudice and Matt Barton, and
“Kung Fu Confidential”, written by Ric Meyers based on his book “Greatest
Martial Arts Movies”, is a feature-length documentary on Kung Fu films that will
be animated in part.




Lux
believes that the particular brand of documentary films it is producing
capitalizes on extensive available content, can be produced economically, has
proven niche audiences and will have viable world wide commercial appeal that
will make Lux a market leader in this type of production.




The
Company also intends to develop its brand Midnight Movies as a US
specialty theatrical distributor that will provide limited, multi-market
releases for some of its own product and film product that may be acquired from
third parties. Its first release was the “3-D” motion picture “Night of the
Living Dead 3D” (www.notld3d.com
).




4





The
Company is also developing, but not yet operating pending further
capitalization, a new internet business which will be known as Short Screams. Short Screams,when constructed, will be an online web portal that will stream and
broadcast independently produced short (under 6 minutes) horror, suspense and
fantasy films, rank them by popularity and volume of downloads and incubate and
develop the most popular short films into feature motion pictures. Like YouTube
and other socially active web portals that use viral marketing tools to reach
internet audiences, known more commonly as “web 2.0” applications, Short Screams will, when
operative, allow its members to view and upload an unlimited amounts of content,
provided it fits the genre, is not offensive or obscene, is under 6 minutes in
length and they accept the terms and conditions of membership. More details on
the business are on the Company’s web site (www.luxdigitalpictures.com
). The Company expects this business, when capitalized and operational, to
generate revenues from online advertising, the distribution of the web site
content and through the exploitation of the motion picture product it develops
and distributes.




The
Company is also developing, but not yet operating pending capitalization, New Broadway Cinemaa
business that will exclusively produce and distribute film adaptations of
established theatrical stage productions using the Company’s proprietary
DigiTheater® production process. DigiTheater® is a filming process developed by
the Company that films theater productions on stages that capture the
performances in front of a ‘green screen’ which allows digital effects to be
inserted during post production. For more information on this business see the
Company’s web site (www.luxdigitalpictures.com
).





Industry
Overview





The
worldwide motion picture industry is dominated by several very large, fully
integrated conglomerates and ‘end users’ that are focused, primarily, on
capturing market share via wide, domestic and international releases of mega
budgeted, branded films and sequels, Digital 3-D animated pictures and other
proven and star driven entertainment projects, commonly known in the industry as
‘tent pole projects’, with smaller, ‘specialty’ divisions responsible for
releasing, on a more limited basis, the less costly and talent driven ‘execution
dependent’ films, and these several large companies are continuing to grow and
expand and increase overall worldwide market share.





In recent
years there was also a large influx of outside capital into the studio and
independent motion picture business, primarily allocated to the ‘major’ film
companies that resulted and a glut of new motion picture product and increased
competition for audiences across all revenue streams. The overall motion picture
business is also experiencing a significant downward correction from former,
traditionally strong, predictable ancillary markets, specifically DVD home
entertainment, as consumers have begun to migrate to various digital platforms
to acquire and view audio visual entertainment.  We expect that it
will take a number of years before distributors adapt to the changing viewing
habits, present conditions and the ever expanding capacity of the World Wide Web
to deliver content. These circumstances present challenges to the most
sophisticated business models. These significant developments have had an even
greater impact on the small, so called ‘independent’ producers and distributors
who have traditionally relied on the home entertainment markets for their
principal revenues.





Lux
believes that its business and its proposed businesses are strategically
designed to capitalize on the inevitable ‘shakeout’ of current film
producer/distributors that will result over the next few years and, as the
industry converts to new digital distribution platforms, there will exist
opportunity for the Company’s businesses and proposed operations.




5





Competition




There is
significant competition in the world wide motion picture business. It is an
industry that generates many billions in annual revenues from many exploitation
and media sources including theaters, home entertainment, television and now,
ever increasingly, online and digital channels.




It takes
substantial capital to compete in the entertainment business and the return on
capital, even for the best product, takes a considerable time period. Costs to
produce and market wide audience motion pictures is prohibitive to all but the
most deep pocketed entities and individuals and there is not, nor has there ever
been, a certain basis to, accurately, forecast success. The small, independent
side of the industry has a much lower cost of entry, due in part to the new,
digital filmmaking advances, but is, in fact, even more speculative as thousands
of films are produced annually that get little or no distribution.




Although
the Company does not intend to directly compete against the major film
companies, and it will not attempt to finance any projects beyond the limited
scope of its distribution plans and emerging digital opportunities, it will
still face formidable competition from a wide range of smaller, independently
financed, production and distribution entities, more established and, in many
instances, better capitalized than the Company.




There,
currently, exists hundreds of legitimate, viable independent movie companies,
around the world, that will have resources to compete with our Company for
product, distribution access, financing and market share. The Company believes
in its strategies and business concepts, however, there is competition for all
audiences and the attention of media consumers and there is no certainty that
the Company will be able to compete, successfully, in this
environment.




Intellectual
Property & Proprietary Rights




We regard
substantial elements of our businesses, product and web site content as
proprietary and we shall attempt to protect them by relying on copyright,
trademark, service mark and trade secret laws, restrictions on disclosure and
transferring title and other methods. The Company has been granted preliminary
approval by the U.S. Patent Office for its “DigiTheater” trademark.




Regulation




Our
businesses are regulated by governmental authorities in the jurisdictions in
which we operate. Because of our international operations we must comply with
diverse and evolving regulations. Regulation relates to, among other things,
management, licensing, foreign investment, use of confidential customer
information and content. Our failure to comply with all applicable laws and
regulations could result in, among other things, regulatory actions or legal
proceedings against us, the imposition of fines, penalties or judgments against
us or significant limitations on our activities. In addition the regulatory
environment in which we operate is subject to change. New or revised
requirements imposed by governmental authorities could have adverse effect on
us, including increased cost of compliance. Changes in the regulation of our
operations or changes in interpretations of existing regulations by courts or
regulators or our inability to comply with current or future regulations could
adversely affect us by reducing our





6





revenues,
increasing our operating expenses and exposing us to significant liabilities.
Our business involves risks of liability associated with entertainment content,
which could adversely affect our business, financial conditions or results of
operations. As a developer and distributor of media content, we may face
potential liability for any of: defamation, invasion of privacy, copyright
infringement, actions for accountings or royalties, trademark infringement,
trade secret misappropriation, breach of contract, negligence, and/or other
claims based on the nature and content of the materials
distributed.




These
types of claims have been brought, sometimes successfully, against broadcasters,
publishers, merchandisers, movie companies and distributors, online services and
other developers and distributors of entertainment content. We could be exposed
to liability in connection with material available through our internet sites.
Any imposition of liability that is not covered by the limited liability
insurance that we carry on our motion pictures productions could have a material
effect on us.




Employees




We are a
new, developing company and we currently have only two part-time employees who
do not receive salaries. Ingo Jucht, who is Director and Chief Executive
Officer, and T. Joseph Coleman who is a Consultant to the Company and Company
Secretary. We look to Mr. Jucht and Mr. Coleman for their entrepreneurial skills
and talents. For information on Mr. Jucht’s and Mr. Coleman’s experience please
see “Directors, Executive Officers, Promoters and Control Persons”.





Corporate
Contact Information




Our
principal place of business and executive offices are located at 2140 Shattuck
Avenue, Suite 210-2270, Berkeley, California 94704. Telephone number:
(510)-948-4000.




ITEM
1A.




RISK
FACTORS




WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.





We were
incorporated in Wyoming in May 2008. We have limited financial resources and
only limited revenues to date. The likelihood of our success must be considered
in light of the problems, expenses, difficulties, complications and delays
frequently encountered by a small developing company starting a new business
enterprise and the highly competitive environment in which we will operate.
Since we have a limited operating history, we cannot assure you that our
business will be profitable or that we will ever generate sufficient revenues to
fully meet our expenses and totally support our anticipated
activities.





We
estimate that we will have sufficient capital to operate for the next twelve
(12) and sufficient capital to complete the unfinished motion picture we have
acquired. We cannot assure you, however, that we will be able to sustain the
business for the long term nor that we may not need to obtain additional capital
in the future. We can also not assure you that we will be able to obtain any
required financing on a timely basis, or if obtainable, that the terms will not
materially dilute the equity of our current stockholders. If we are unable to
obtain financing on a timely basis, we may have to significantly or entirely
curtail our business objectives, which could result in our having to discontinue
some of our operations and plans.





7





WE
DEPEND HIGHLY ON OUR CURRENT MANAGER WHO HAS LIMITED EXPERIENCE IN RUNNING A
PUBLIC COMPANY AND NO FORMAL EMPLOYMENT AGREEMENT.




We depend
highly on Ingo Jucht, our President, Treasurer, and Sole Director, who may be
difficult to replace. Ingo Jucht who, also has other business interests,, at
this point only devotes approximately 50% of his time per week to our business,
has only several years of industry experience and has not previously headed a
public Company. Our plan of operations is dependent upon the continuing support
and expertise of Mr. Jucht and our Consultant, Mr. Coleman.





LOSS
OF OUR CEO COULD ADVERSLY AFFECT OUR BUSINESS




Loss of
Mr. Jucht could slow the growth of our business, or it may cease to operate at
all, which may result in the total loss of investor’s investments. Mr. Jucht is
not, presently, receiving a salary from the Company it is unknown, at this time,
if or when the Company may be able to compensate Mr. Jucht for his management
services. The company does not anticipate Mr. Jucht receiving a salary in the
foreseeable future.





OUR
MANAGEMENT HAS LIMITED EXPERIENCE IN RUNNING A PUBLIC COMPANY




Although,
our managers have extensive experience in the film industry, our sole officer,
Mr. Jucht, has no experience in running a public company. He is vaguely familiar
with the reporting requirements of the Securities and Exchange Commission. Mr
Jucht will rely on the expertise of outside counsel and consultants to insure
proper filing and the meeting of deadlines.





SINCE
A SINGLE STOCKHOLDER BENEFICIALLY OWNS THE SIGNIFICANT MAJORITY OF OUR
OUTSTANDING COMMON SHARES, AND AS SUCH THAT SINGLE STOCKHOLDER WILL RETAIN THE
ABILITY TO POTENTIALLY CONTROL OUR MANAGEMENT AND THE OUTCOME OF CORPORATE
ACTIONS REQUIRING STOCKHOLDER APPROVAL NOTWITHSTANDING THE OVERALL OPPOSITION OF
OUR OTHER STOCKHOLDERS. THIS CONCENTRATION OF OWNERSHIP COULD DISCOURAGE OR
PREVENT A POTENTIAL TAKEOVER OF OUR COMPANY THAT MIGHT NEGATIVELY IMPACT THE
VALUE OF YOUR COMMON SHARES.





Lux
Digital Pictures GmbH Partners (“Lux GmbH”) owns approximately 79.2% of our
outstanding common shares and 100% of the issued and outstanding Preferred
Shares. As a consequence of its controlling stock ownership position, Lux,
through its Operating Manager and representative Ingo Jucht, will retain the
ability to elect a majority of our board of directors, and thereby control our
management. Lux GmbH also has the ability to control the outcome of corporate
actions requiring stockholder approval, including mergers and other changes of
corporate control, any private transactions, and other extraordinary
transactions. The concentration of ownership by Lux GmbH could discourage
investments in our company, or prevent a potential takeover of our company which
will have a negative impact on the value of our securities.





BECAUSE
OF COMPETITIVE PRESSURES FROM COMPETITORS WITH MORE RESOURCES, LUX DIGITAL
PICTURES MAY FAIL TO IMPLEMENT ITS BUSINESS MODEL PROFITABLY.





The
independent motion picture business is highly fragmented and extremely
competitive. The market for customers is intensely competitive and such
competition is expected to continue to increase (see “Competition”). We believe
that our ability to compete depends upon many factors within and beyond our
control, including the timing and market acceptance of new solutions and
enhancements to existing businesses developed by us, our competitors, and their
advisors.





8





WE
ARE DEPENDENT ON THE POPULARITY OF OUR FILM PRODUCTS.




Our
ability to generate revenue and be successful in implementing our business plan
is dependent on our ability to develop, produce, acquire and distribute
entertainment products that are popular with audiences and sold via distribution
channels that are efficient and cost effective.





WE
MAY BE UNABLE TO COMPETE WITH LARGER OR MORE ESTABLISHED FILM
COMPANIES.





We face a
large and growing number of competitors in the film and entertainment industry.
Many of these competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories, greater
name recognition, and more established relationships in the industry than does
the Company. As a result, certain of these competitors may be in better
positions to compete with us for product and audiences. We cannot be sure that
we will be able to compete successfully with existing or new
competitors.





WE
MAY REQUIRE ADDITIONAL FINANCING IN ORDER TO IMPLEMENT OUR BUSINESS PLAN. IN THE
EVENT WE ARE UNABLE TO ACQUIRE ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN RESULTING IN A LOSS OF REVENUES AND ULTIMATELY THE
LOSS OF ANY SHAREHOLDER’S INVESTMENT.





Due to
our limited operating history, we will have to use all our existing resources to
complete and market our motion picture products and develop our distribution
channels.





Following
this offering we may need to raise additional funds to expand our operations. We
may raise additional funds through private placements, registered offerings,
debt financing or other sources to maintain and expand our operations. Adequate
funds for this purpose on terms favorable to us may not be available, and if
available, on terms significantly more adverse to us than are manageable.
Without new funding, we may be only partially successful or completely
unsuccessful in implementing our business plan, and our stockholders will lose
part or all of their investment.




OUR
PRODUCTS OR PROCESSES COULD GIVE RISE TO CLAIMS THAT OUR PRODUCTS INFRINGE ON
THE RIGHTS OF OTHERS.





We are
potentially subject to claims and litigation from third parties claiming that
our products or processes infringe their patent or other proprietary rights. If
any such actions are successful, in addition to any potential liability for
damages, we could be required to obtain a license in order to continue to
manufacture, use or sell the affected product or process. Litigation, which
could result in substantial costs to us, may also be necessary to enforce our
proprietary rights and/or to determine the scope and validity of the proprietary
rights of others. Any intellectual property litigation would be costly and could
divert the efforts and attention of our management and technical personnel,
which could have a material adverse effect on our business, financial condition
and results of operations. We cannot assure you that infringement claims will
not be asserted in the future or that such assertions, if proven to be true,
will not prevent us from selling our products or materially and adversely affect
our business, financial condition and results of operations. If any such claims
are asserted against us, we may seek to enter into a royalty or licensing
arrangement. We cannot assure you that a license will be available on
commercially reasonable terms, or at all.





WE
MAY BE SUBJECT TO CLAIMS OF TRADEMARK INFRINGEMENT, WHICH MAY HARM OUR
BUSINESS.





The
Company has one, current trademark filed and pending for its DigiTheater
business concept which is not yet fully developed. We may be subject to legal
proceedings alleging claims of trademark infringement in the future. If we must
rebrand, it may result in significant marketing expenses and additional
management time and resources, which may adversely affect our
business.





9





Additionally,
we cannot guarantee that our trademarks will be completely protected. This could
cause harm to our brand and ultimately, to us. We could also spend additional
time and resources fighting other entities that might infringe upon our
trademarks.





WE
MAY BE UNABLE TO SCALE OUR OPERATIONS SUCCESSFULLY.




Our plan
is to grow rapidly. Our growth will place significant demands on our management
and technology development, as well as our financial, administrative and other
resources. We cannot guarantee that any of the systems, procedures and controls
we put in place will be adequate to support the commercialization of our
operations. Our operating results will depend substantially on the ability of
our officers and key employees to manage changing business conditions and to
implement and improve our financial, administrative and other resources. If we
are unable to respond to and manage changing business conditions, or the scale
of our products, services and operations, then the quality of our services, our
ability to retain key personnel and our business could be harmed.





MR.
JUCHT HAS LIMITED EXPERIENCE IN ALL OF THE ENTERTAINMENT BUSINESSES WE ARE
ENTERING AND HE WILL BE RELIANT ON CONSULTANTS AND OTHERS WHO HAVE GREATER
MANAGEMENT EXPERIENCE. THE LACK OF EXPERIENCE IN ALL OF THE BUSINESSES WE ARE
ENTERING COULD IMPACT OUR RETURN ON INVESTMENT, IF ANY.





As a
result of our reliance on Mr. Jucht and his limited experience in developing
comparable film businesses, our investors are at risk in losing their entire
investment. Mr. Jucht intends to hire personnel in the future who will have the
experience required to manage our company, when the Company is sufficiently
capitalized. Until such management is in place, we are reliant upon Mr. Jucht to
make the appropriate management decisions.





BECAUSE
OUR SECURITIES MAY BE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY
RESELLING YOUR SHARES.





Since our
stock may be subject to penny stock rules, you may have difficulty reselling
your shares. Penny stocks are covered by section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company’s securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer may
be required to make a special suitability determination and receive from its
customer a written agreement prior to making a sale. The imposition of the
foregoing additional sales practices could adversely affect a shareholder’s
ability to dispose of his stock.




BECAUSE
ALL OF OUR OFFICERS AND DIRECTORS ARE LOCATED IN NON-U.S. JURISDICTIONS, YOU MAY
HAVE NO EFFECTIVE RECOURSE AGAINST THE MANAGEMENT FOR MISCONDUCT AND MAY NOT BE
ABLE TO ENFORCE JUDGMENT AND CIVIL LIABILITIES AGAINST OUR OFFICERS, DIRECTORS,
EXPERTS AND AGENTS.




All of
our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons' assets
are located outside the United States. All directors and officers are residing
in Germany. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.




10




BECAUSE
WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, INVESTORS SEEKING
DIVIDEND INCOME OR LIQUIDITY SHOULD NOT PURCHASE SHARES OF OUR COMMON
STOCK.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable future.
Investors should not rely on an investment in our company if they require
dividend income and income to them would only come from any rise in the market
price of our stock, which is uncertain and unpredictable.




BECAUSE
WE CAN ISSUE ADDITIONAL SHARES OF COMMON STOCK, HOLDERS OF OUR COMMON STOCK MAY
INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.




We are
authorized to issue up to 1,000,000,000 shares of common stock, of which
47,990,000 shares are issued and outstanding. Our Board of Directors has the
authority to cause the Company to issue additional shares of common stock, and
to determine the rights, preferences and privilege of such shares, without the
consent of any of our stockholders. Consequently, the stockholder may experience
more dilution in their ownership of Lux Digital Pictures in the future, as the
issuance by us of additional equity securities would result in further dilution
in the equity interests of our current stockholders.




THERE
IS A LIMITED TRADING MARKET FOR OUR COMMON STOCK AND YOU MAY BE UNABLE TO SELL
YOUR SHARES OF OUR COMMON STOCK IF A MARKET DOES NOT DEVELOP FOR OUR COMMON
STOCK.




There is
currently a limited active trading market for our common stock and such a market
may not further develop or be sustained. The market price of our common stock
may be significantly affected by factors such as actual or anticipated
fluctuations in our operation results, general market conditions and other
factors. In addition, the stock market has from time to time experienced
significant price and volume fluctuations that have particularly affected the
market prices for the shares of developmental stage companies, which may
materially and adversely affect the market price of our common
stock.




OUR STOCK IS A PENNY STOCK. TRADING OF
OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND THE NASD'S
SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT ASTOCKHOLDER'S ABILITY TO
BUY AND SELL OUR STOCK.




Our stock
is a penny stock. The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are subject to
the penny stock rules promulgated by the Securities and Exchange Commission,
which imposes rules of additional sales practice disclosure requirements. The
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document, which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations and the broker-dealer and
salesperson compensation information must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules,





11





the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock and adversely affect the price of our
shares.




In
addition to the "penny stock" rules, the NASD has adopted rules requiring that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for the
customer. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.




ITEM
1B.      UNRESOLVED STAFF COMMENTS.




None




ITEM 2.
       DESCRIPTION OF
PROPERTY





The
Company maintains offices at 2140 Shattuck Avenue, Suite 210-2270, Berkeley,
California. Our Company CEO provides the offices to us at no cost.




ITEM 3.
       LEGAL PROCEEDINGS




None.




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




None,
except as previously disclosed.




PART
II


ITEM 5.     
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS




Market
Information




Our
common stock is listed and traded on the Over-the-Counter Electronic Bulletin
Board Exchange under the symbol “LUXD.OB”. As of November 20, 2009 the Company’s
stock had a bid price of $.16 and an ask price of $.20.




Rules
Governing Low-Price Stocks that May Affect Our Shareholders' Ability to Resell
Shares of Our Common Stock




Quotations
on the OTC/BB reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not reflect actual transactions.  Our common stock may
be subject to





12





certain
rules adopted by the SEC that regulate broker-dealer practices in connection
with transactions in "penny
stocks".  Penny stocks generally are securities with a price of less
than $5.00, other than securities registered on certain national exchanges or
quoted on Nasdaq system, provided that the exchange or system provides current
price and volume information with respect to transaction in such securities.
 The additional sales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in our
shares which could severely limit the market liquidity of the shares and impede
the sale of our shares in the secondary market.




The penny stock rules require broker-dealers, prior to a transaction
in a penny stock not otherwise exempt from the rules, to make a special
suitability determination for the purchaser to receive the purchaser’s written
consent to the transaction prior to sale, to deliver standardized risk
disclosure documents prepared by the SEC that provides information about penny
stocks and the nature and level of risks in the penny stock market.  The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock.  In addition, the penny stock regulations
require the broker-dealer to deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, unless the broker-dealer or the transaction is otherwise exempt.  A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities.  Finally, a broker-dealer is required to send monthly
statements disclosing recent price information with respect to the penny stock
held in a customer's account and information with respect to the limited market
in penny stocks.




Holders




As of the
date of this report, we have approximately 48 shareholders of record of the
Company’s common stock.




Dividends.




We have
not paid any dividends to our shareholders.  There are no restrictions
which would limit our ability to pay dividends on common equity or that are
likely to do so in the future. Wyoming General Corporation Law, however,
prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend, we would not be able to pay our debts as they
become due in the usual course of business; or if our total assets would be less
than the sum of our total liabilities plus the amount that would be needed to
satisfy the rights of shareholders who have preferential rights superior to
those receiving the distribution.




EQUITY
COMPENSATION PLAN INFORMATION




Number of
      securities to be issued upon exercise of outstanding options, warrants and
      rights (a)
            
            Weighted
      average exercise price of outstanding options, warrants and rights
      (b)
            
            Number of
      securities remaining available for future issuances under equity
      compensation plans (excluding securities reflected in column (a))
      (c)Equity
      compensation plans approved bysecurity
      holders
            
            0
            
            0
            
            0Equity
      compensation plans not approvedby
      security holders
            
            0
            
            0
            
            0Total
            
            0
            
            0
            
            0




13





Recent
Sales of Unregistered Securities




NONE




ITEM
6. SELECTED FINANCIAL DATA




August
      31, 2009
            
            
            August
      31, 2008ASSETSTotal
      Current Assets
            
            
            291,703
            
            
            
            401,961Other
      AssetsUnamortized
      film costs, net
            
            
            479,891
            
            
            
            445,214TOTAL
      ASSETS
            
            $
            771,594
            
            
            $
            847,175LIABILITIES
      AND STOCKHOLDERS’ EQUITYTotal
      Current Liabilities
            
            
            71,863
            
            
            
            118,764STOCKHOLDERS’
      EQUITYCommon
      stock (1,000,000,000 shares authorized; $.001 par value; 47,990,000 shares
      issued and outstanding)
            
            
            47,990
            
            
            
            47,990Preferred
      stock (10,000,000 shares authorized; $.001 par value; 2,500,000 shares
      issued and outstanding)
            
            
            2,500
            
            
            
            2,500Paid
      in capital
            
            
            644,352
            
            
            
            644,352Retained
      earnings
            
            
            4,889
            
            
            
            33,569Total
      Stockholders’ Equity
            
            
            699,731
            
            
            
            728,411TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            771,594
            
            
            $
            847,175




14




August
      31, 2009
            
            
            August
      31, 2008GROSS
      REVENUES
            
            $
            129,024
            
            
            $
            193,002TOTAL
      OPERATING EXPENSES
            
            
            167,885
            
            
            
            149,733NET
      OPERATING INCOME (LOSS)
            
            
            (38,861
            )
            
            
            43,269TOTAL
      OTHER INCOME
            
            
            1,896
            
            
            
            0NET
      INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
            
            
            (36,965
            )
            
            
            43,269PROVISION
      FOR INCOME TAX EXPENSE (BENEFIT)
            
            
            8,285
            
            
            
            (9,700
            )NET
      INCOME (LOSS)
            
            $
            (28,680
            )
            
            $
            33,569WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING FOR THE PERIOD
            
            
            47,990,000
            
            
            
            37,872,069NET
      INCOME (LOSS) PER SHARE
            
            $
            (0.00
            )
            
            $
            0.00




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




Certain
statements in this Management's Discussion and Analysis of Financial Condition
and Results of Operations which are not historical facts are forward-looking
statements such as statements relating to future operating results, existing and
expected competition, financing and refinancing sources and availability and
plans for future development or expansion activities and capital expenditures.
 Such forward-looking statements involve a number of risks and
uncertainties that may significantly affect our liquidity and results in the
future and, accordingly, actual results may differ materially from those
expressed in any forward-looking statements.  Such risks and uncertainties
include, but are not limited to, those related to effects of competition,
maintaining sufficient working capital for our operations, and the general
economic conditions and environment in which we operate.  The following
discussion and analysis should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this
report.




OVERVIEW




We were
incorporated on May 6, 2008. Under the Securities Act of 1933, our registration
statement was deemed effective by the Securities and Exchange Commission and
declared effective on May 21, 2009.




We were
formed to develop businesses, assets and opportunities, some acquired and
contributed from third parties and our founding shareholders, in the motion
picture production and distribution industry and some related fields. Lux
Digital Pictures, Inc. (“Lux” or the “Company”) operates its businesses under
several names and divisions (“brands”) and the Company believes it will be able
to compete in today’s entertainment industry marketplace by controlling
production costs and by limiting its distribution expenses using, primarily,
online marketing tools to promote its products and to further develop its
digital strategies.




15





The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward-looking statements.




Significant
Accounting Policies and Estimates




Management’s
Discussion and Analysis of Financial Condition and Results of Operations
discusses the Company’s consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Management bases
its estimates and judgments on historical experiences and on various other
factors that are believed to be reasonable under the circumstances, the results
of which form the basis for making judgments about the carrying value of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or
conditions.




Revenue
Recognition




Revenue
consists substantially of fees earned from movies and videos that we have
interests in. We recognize revenue from a sale or licensing arrangement of a
film when all of the following conditions are met: persuasive evidence of a sale
or licensing arrangement with a customer exists; the film is complete and, in
accordance with the terms of the arrangement, has been delivered or is available
for immediate and unconditional delivery; the license period of the arrangement
has begun and the customer can begin its exploitation, exhibition, or sale; the
arrangement fee is fixed or determinable; and collection of the arrangement fee
is reasonably assured.




Unamortized
Film Costs




Unamortized
film costs consist of investments in films which have been produced and
distributed either directly by the Company or through third party licensing
agreements. The costs include all direct production and financing costs and
production overhead. Costs of acquiring and producing films are amortized using
the individual-film-forecast method, whereby these costs are amortized and
participation and residual costs are accrued in the proportion that current
year’s revenue bears to management’s estimate of ultimate revenue at the
beginning of the current year expected to be recognized from the exploitation,
exhibition or sale of the films.




Ultimate
revenue includes estimates over a period not to exceed ten years following the
date of initial release. Unamortized film costs are stated at the lower of
amortized cost or estimated fair value on an individual film basis. The
valuation of investment in films is reviewed on a title-by-title basis, when an
event or changes in circumstances indicates that the fair value of a film is
less than its unamortized cost. The fair value of the film is determined using
management’s future revenue and cost estimates. Additional amortization is
recorded in the amount by which the unamortized costs exceed the estimated fair
value of the film. Estimates of future revenue involve measurement uncertainty
and it is therefore possible that reductions in the carrying value of investment
in films may be required as a consequence of changes in management’s future
revenue estimates.




16





Use of
Estimates




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





Results
of Operations for the year ending August 31, 2009





Assets


As of the
fiscal year ending August 31, 2009 the Company had Total Assets of $771,594,
Total Current Liabilities of $71,863 and Total Stockholders’ Equity of $699,731
compared with Total Assets of $847,175, Total Current Liabilities of $118,764
and Total Stockholders’ Equity of $728,411 for the Company’s prior fiscal year
ending August 31, 2008. The decrease in Company assets in the current fiscal
year is, principally, attributable to an increase in General Operating Expenses
for the Company’s first, full year of operation and the write down of a $45,000
receivable that the Company has been unable to collect.





Revenue and Operating
Expense


For the
fiscal year ending August 31, 2009 the Company had Gross Revenues of $129,024
compared with Gross Revenues of $193,002 for the Company’s prior fiscal year
ending August 31, 2008. The decrease of Gross Revenues in the current fiscal
year was due, primarily, to the Company collecting less revenues from its
initial motion picture release, which is in a later distribution cycle, and the
Company’s newer product only beginning their distribution cycles. For the fiscal
year ending August 31, 2009 the Company had Total Operating Expenses of $167,
885 compared with Total Operating Expenses of $149,733 for the Company’s prior
fiscal year ending August 31, 2008. The increase in Total Operating Expenses
was, primarily, due to increased General Operating Expenses for the Company’s
first, full year of operation and the allowance for a Bad debt
expense.





Net Income and
Loss


For the
fiscal year ending August 31, 2009 the Company had a Net Loss of $28,680
compared with Net Income of $33,569 for the Company’s prior fiscal year ending
August 31, 2008. The Company’s Net Loss in its current fiscal year is,
primarily, due to increased General Operating Expenses for its first, full year
of operation, collecting less revenue from its initial motion picture release,
the delayed release cycles for newer product and an allowance for a Bad debt
expense from an international distribution receivable that the Company has been
unable to collect.





Liquidity
and Capital Resources




As of the
period ending August 31, 2009 the Company had $122,018 in cash, $61,400 in
Accounts Receivable and $479,891 in net unamortized film costs. As of August 31,
2008 the Company had $252,461 in cash, $49,500 in Accounts Receivable and
$445,214 in net unamortized film costs. The Company’s cash was generated from a
shareholder loan, revenue from its motion picture distribution, proceeds from a
Private Placement of its shares and interest income from its money market
account. The decrease of cash was due, primarily, to an increase in General
Operating Expenses for the Company’s first, full year of operation, the
inability to collect an international account receivable and new investments in
film production and marketing. Despite the decrease in cash on hand for the
period ending August 31, 2009 the





17





Company
believes it has sufficient cash resources available to fund its primary
operation for the next twelve (12) months. The Company has no, current, off
balance sheet arrangements and does not anticipate entering into any off balance
sheet arrangements that are reasonably likely to have a current or future effect
on our financial condition. The Company has no agreements in place with its
shareholders, officer and director or with any third parties to fund operations.
The Company has not negotiated nor has available to it any other third party
sources of liquidity.





Recent Accounting
Pronouncements


During
the fiscal year ending August 31, 2009 there have been no new accounting
pronouncements which are expected to significantly impact our consolidated
financial statements.





Controls
and Procedures




Evaluation of Disclosure
Controls and Procedures





The
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of August 31, 2009.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are currently effective to ensure that all material information
required to be filed in the annual report on Form 10-K has been made known to
them.





For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed under the Securities Exchange Act of
1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.





Based
upon an evaluation conducted for the period ended August 31, 2009, our Chief
Executive Officer and Chief Financial Officer as of August 31, 2009, and as of
the date of this Report, have concluded that as of the end of the periods
covered by this report, they have identified no material weakness of Company
internal controls.





Corporate
expenses incurred are processed and paid by the officers of the
Company.  The current number of transactions is not sufficient to
justify the retaining of additional accounting personnel.





Management’s Report on
Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in





18





accordance
with authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.





Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.





Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework.  Based on its evaluation, our management
concluded that, as of August 31, 2009, our internal control over financial
reporting was effective.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this
annual report.





Changes in Internal Controls
over Financial Reporting





We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.




ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable


19




ITEM 8. FINANCIAL
STATEMENTS







LUX
DIGITAL PICTURES, INC.




(A
Development Stage Company)




FINANCIAL
STATEMENTS




AUGUST
31, 2009




Report of Independent
      Registered Public Accounting Firm
            F-1Balance Sheets as of August 31,
      2009 and 2008
            F-2Statements of Operations for
      the years ended August 31, 2009 and
2008
            F-3Statement of Stockholders’
      Equity as of August 31, 2009
            F-4Statements of Cash Flows for
      the years ended August 31, 2009 and 2008
            F-5Notes to the Financial
      Statements
            F-6 to
  F-10









Maddox Ungar Silberstein, PLLC CPAs
and Business Advisors





Phone
(248) 203-0080


Fax
(248) 281-0940


30600
Telegraph Road, Suite 2175


Bingham
Farms, MI 48025-4586


www.maddoxungar.com





Report
of Independent Registered Public Accounting Firm





To the
Board of Directors


Lux
Digital Pictures, Inc.


Berkeley,
California





We have
audited the accompanying balance sheets of Lux Digital Pictures, Inc. as of
August 31, 2009 and 2008, and the related statements of operations,
stockholders’ equity and cash flows for the periods 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 audit.





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, 2009 and 2008, and the results of its operations and its cash flows
for the periods then ended, in conformity with accounting principles generally
accepted in the United States of America.







/s/ Maddox Ungar
      Silberstein, PLLCMaddox Ungar
      Silberstein, PLLCBingham Farms,
      MichiganNovember 25,
      2009





F-1




LUX
DIGITAL PICTURES, INC.


BALANCE
SHEETS


AS
OF AUGUST 31, 2009 AND 2008




August
      31, 2009
            
            
            August
      31, 2008ASSETSCurrent
      AssetsCash
            
            $
            122,018
            
            
            $
            252,461Accounts
      receivable
            
            
            61,400
            
            
            
            49,500Prepaid
      advertising
            
            
            100,000
            
            
            
            100,000Deferred
      tax asset
            
            
            8,285
            
            
            
            0Total
      Current Assets
            
            
            291,703
            
            
            
            401,961Other
      AssetsUnamortized
      film costs, net
            
            
            479,891
            
            
            
            445,214TOTAL
      ASSETS
            
            $
            771,594
            
            
            $
            847,175LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            $
            14,613
            
            
            $
            22,514Accrued
      taxes
            
            
            9,700
            
            
            
            9,700Estimated
      costs to complete films
            
            
            30,000
            
            
            
            64,000Reserve
      for residuals and participants
            
            
            2,500
            
            
            
            7,500Note
      payable – stockholder
            
            
            15,050
            
            
            
            15,050Total
      Current Liabilities
            
            
            71,863
            
            
            
            118,764STOCKHOLDERS’
      EQUITYCommon
      stock (1,000,000,000 shares authorized; $.001 par value; 47,990,000 shares
      issued and outstanding)
            
            
            47,990
            
            
            
            47,990Preferred
      stock (10,000,000 shares authorized; $.001 par value; 2,500,000 shares
      issued and outstanding)
            
            
            2,500
            
            
            
            2,500Paid
      in capital
            
            
            644,352
            
            
            
            644,352Retained
      earnings
            
            
            4,889
            
            
            
            33,569Total
      Stockholders’ Equity
            
            
            699,731
            
            
            
            728,411TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            771,594
            
            
            $
            847,175





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


F-2


LUX
DIGITAL PICTURES, INC.


STATEMENTS
OF OPERATIONS


FOR
THE YEARS ENDED AUGUST 31, 2009 AND 2008





August
      31, 2009
            
            
            August
      31, 2008GROSS
      REVENUES
            
            $
            129,024
            
            
            $
            193,002OPERATING
      EXPENSESGeneral
            
            
            104,885
            
            
            
            26,045Amortization
      of film costs
            
            
            18,000
            
            
            
            23,688Bad
      debt expense
            
            
            45,000
            
            
            
            0Impairment
      of advertising asset
            
            
            0
            
            
            
            100,000TOTAL
      OPERATING EXPENSES
            
            
            167,885
            
            
            
            149,733NET
      OPERATING INCOME (LOSS)
            
            
            (38,861
            )
            
            
            43,269OTHER
      INCOMEInterest
      income
            
            
            1,896
            
            
            
            0TOTAL
      OTHER INCOME
            
            
            1,896
            
            
            
            0NET
      INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
            
            
            (36,965
            )
            
            
            43,269PROVISION
      FOR INCOME TAX EXPENSE (BENEFIT)
            
            
            8,285
            
            
            
            (9,700
            )NET
      INCOME (LOSS)
            
            $
            (28,680
            )
            
            $
            33,569WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING FOR THE PERIOD
            
            
            47,990,000
            
            
            
            37,872,069NET
      INCOME (LOSS) PER SHARE
            
            $
            (0.00
            )
            
            $
            0.00




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


F-3




LUX
DIGITAL PICTURES, INC.


STATEMENT
OF STOCKHOLDERS’ EQUITY


AS
OF AUGUST 31, 2009





Common
      Stock
            
            
            Preferred
      StockShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Additional
      Paid in Capital
            
            
            Retained
      Earnings
            
            
            TotalBalance,
      May 6, 2008
            
            
            -0-
            
            
            $
            0
            
            
            
            -0-
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            $
            0Issuance
      of common stock, private placement, June 2008
            
            
            990,000
            
            
            
            990
            
            
            
            -
            
            
            
            -
            
            
            
            96,450
            
            
            
            -
            
            
            
            97,440Issuance
      of common and preferred stock to related party to acquire assets, June 1,
      2008
            
            
            38,000,000
            
            
            
            38,000
            
            
            
            2,500,000
            
            
            
            2,500
            
            
            
            151,902
            
            
            
            -
            
            
            
            192,402Issuance
      of common stock to acquire radio media, June 1, 2008
            
            
            2,000,000
            
            
            
            2,000
            
            
            
            -
            
            
            
            -
            
            
            
            198,000
            
            
            
            -
            
            
            
            200,000Issuance
      of common stock to founder for film assets and future consulting services,
      June 1, 2008
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,000Issuance
      of common stock in exchange for film assets, June 1, 2008
            
            
            2,000,000
            
            
            
            2,000
            
            
            
            -
            
            
            
            -
            
            
            
            198,000
            
            
            
            -
            
            
            
            200,000Net
      income for the period ended August 31, 2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            33,569
            
            
            
            33,569Balance,
      August 31, 2008
            
            
            47,990,000
            
            
            
            47,990
            
            
            
            2,500,000
            
            
            
            2,500
            
            
            
            644,352
            
            
            
            33,569
            
            
            
            728,411Net
      loss for the year ended August 31, 2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (28,680
            )
            
            
            (28,680
            )Balance,
      August 31, 2009
            
            
            47,990,000
            
            
            $
            47,990
            
            
            
            2,500,000
            
            
            $
            2,500
            
            
            $
            644,352
            
            
            $
            4,889
            
            
            $
            699,731




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





F-4





LUX
DIGITAL PICTURES, INC.


STATEMENTS
OF CASH FLOWS


FOR
THE YEARS ENDED AUGUST 31, 2009 AND 2008





August
      31, 2009
            
            
            August
      31, 2008Cash
      Flows from Operating Activities:Net
      income (loss) for the period
            
            $
            (28,680
            )
            
            $
            33,569Adjustments
      to Reconcile Net Loss to Net Cash Used in Operating
      Activities:Non-cash
      prepaid advertising impairment charge
            
            
            0
            
            
            
            100,000Stock
      issued to acquire film assets
            
            
            0
            
            
            
            397,402Bad
      debt expense
            
            
            45,000
            
            
            
            0Amortization
      of film assets
            
            
            18,000
            
            
            
            23,688Changes
      in Assets and Liabilities(Increase)
      in accounts receivable
            
            
            (56,900
            )
            
            
            (49,500
            )(Increase)
      in deferred tax asset
            
            
            (8,285
            )
            
            
            0Increase
      (decrease) in accounts payable
            
            
            (7,901
            )
            
            
            22,514Increase
      in accrued taxes
            
            
            0
            
            
            
            9,700Increase
      (decrease) in estimated costs to complete films
            
            
            (34,000
            )
            
            
            64,000Increase
      (decrease) in reserve for residuals and participants
            
            
            (5,000
            )
            
            
            7,500Net
      Cash Used by Operating Activities
            
            
            (77,766
            )
            
            
            608,873Cash
      Flows from Investing Activities:Investment
      in new films
            
            
            (52,667
            )
            
            
            (468,902
            )Net
      Cash Used in Investing Activities
            
            
            (52,667
            )
            
            
            (468,902
            )Cash
      Flows from Financing Activities:Sales
      of common stock
            
            
            0
            
            
            
            97,440Loan
      from stockholder
            
            
            0
            
            
            
            15,050Net
      Cash Provided by Financing Activities
            
            
            0
            
            
            
            112,490Net
      Decrease in Cash and Cash Equivalents
            
            
            (130,443
            )
            
            
            252,461Cash
      and Cash Equivalents – Beginning
            
            
            252,461
            
            
            
            0Cash
      and Cash Equivalents – Ending
            
            $
            122,018
            
            
            $
            252,461Supplemental
      Cash Flow Information:Cash
      Paid for Interest
            
            $
            0
            
            
            $
            0Cash
      Paid for Income Taxes
            
            $
            0
            
            
            $
            0Supplemental
      Cash Flow Information:Advertising
      rights acquired for common stock
            
            $
            0
            
            
            $
            200,000Film
      rights acquired for common stock
            
            $
            0
            
            
            $
            397,402





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





F-5




LUX
DIGITAL PICTURES, INC.


NOTES
TO FINANCIAL STATEMENTS


AUGUST
31, 2009




NOTE
1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES





The
Company




Lux
Digital Pictures, Inc. was incorporated on May 6, 2008 under the laws of the
State of Wyoming. Lux Digital Pictures, Inc. is referred to herein as the
"Company".





The
Company operates in the entertainment industry; specifically, in connection with
the development, production, marketing and distribution of digital
films.





Use
of Estimates




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





Cash
Equivalents




For
purposes of reporting cash flows, the Company considers all short-term
investments with an original maturity of three months or less to be cash
equivalents.





Revenue
Recognition




Revenue
consists substantially of fees earned from movies and videos that we have
interests in. We recognize revenue from a sale or licensing arrangement of a
film when all of the following conditions are met:  persuasive
evidence of a sale or licensing arrangement with a customer exists; the film is
complete and, in accordance with the terms of the arrangement, has been
delivered or is available for immediate and unconditional delivery; the license
period of the arrangement has begun and the customer can begin its exploitation,
exhibition, or sale; the arrangement fee is fixed or determinable; and
collection of the arrangement fee is reasonably assured.




Unamortized
Film Costs




Unamortized
film costs consist of investments in films which include the costs of completed
films which have been produced by the Company. The costs include all direct
production and financing costs and production overhead. Costs of acquiring and
producing films are amortized using the individual-film-forecast method, whereby
these costs are amortized and participation and residual costs are accrued in
the proportion that current year’s revenue bears to management’s estimate of
ultimate revenue at the beginning of the current year expected to be recognized
from the exploitation, exhibition or sale of the films.





F-6





LUX
DIGITAL PICTURES, INC.


NOTES
TO FINANCIAL STATEMENTS


AUGUST
31, 2009





NOTE
1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)





Unamortized
Film Costs (continued)




Ultimate
revenue includes estimates over a period not to exceed ten years following the
date of initial release.  Unamortized film costs are stated at the
lower of amortized cost or estimated fair value on an individual film basis. The
valuation of investment in films is reviewed on a title-by-title basis, when an
event or changes in circumstances indicates that the fair value of a film is
less than its unamortized cost. The fair value of the film is determined using
management’s future revenue and cost estimates. Additional amortization is
recorded in the amount by which the unamortized costs exceed the estimated fair
value of the film. Estimates of future revenue involve measurement uncertainty
and it is therefore possible that reductions in the carrying value of investment
in films may be required as a consequence of changes in management’s future
revenue estimates. See Note 2.





Advertising




The
Company reports the costs of future economic benefits that it expects will
result from some or all advertising as assets when the costs are incurred and
amortizes the costs to expense in the current and subsequent periods, as the
advertising takes place.  If it determined that advertising that has
been paid for will not be used, then expense is recorded at the time of that
determination.





Fair
Value of Financial Instruments




The
Company’s financial instruments consist of cash and cash equivalents and
accounts receivable, accounts and notes payable, and certain other liabilities.
The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial
statements.





Income
Taxes




The Company uses the
asset and liability method of accounting of income taxes. Deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  We evaluate deferred tax assets to determine
whether it is more likely than not that they will be realized.  To the
extent we believe that realization is not likely, we establish a valuation
allowance.  See Note 6.




Comprehensive
Income




The Company
established standards for reporting and display of comprehensive income, its
components and accumulated balances. When applicable, the Company would
disclose this information on its Statement of Stockholder’s Equity.
Comprehensive income comprises equity except those resulting from investments by
owners and distributions to owners. The Company has not
had any transactions that are required to be reported in other comprehensive
income.





F-7





LUX
DIGITAL PICTURES, INC.


NOTES
TO FINANCIAL STATEMENTS


AUGUST
31, 2009








NOTE
1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
(continued)





Basic
and Diluted Income (Loss) Per Share




Basic
earnings (loss) per common share is computed by dividing net income or (loss)
available to common stockholders by the weighted average number of common shares
outstanding. Diluted earnings per common share is computed similar to basic
earnings per common share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. At August 31, 2009 the Company had no
stock equivalents that were anti-dilutive and excluded in the earnings per share
computation.





Recent
Accounting Pronouncements




The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the results of its operations,
financial position or cash flow.





NOTE
2:  UNAMORTIZED FILM COSTS





Unamortized
Film Costs include:





August
      31, 2009
            
            
            August
      31, 2008Film
      asset purchases
            
            $
            397,402
            
            
            $
            397,402Production
      contracts
            
            
            26,000
            
            
            
            26,000Media
      insurance and legal opinion
            
            
            38,000
            
            
            
            38,000SAG
      residuals
            
            
            7,500
            
            
            
            7,500New
      film projects
            
            
            52,677
            
            
            
            0521,579
            
            
            
            468,902Less:
      amortization expense
            
            
            (41,688
            )
            
            
            (23,688
            )Unamortized
      Film Costs, net
            
            $
            479,891
            
            
            $
            445,214





The
remaining unamortized film costs assigned to film asset purchases include costs
for the completed film Night of the Living Dead 3D, two films in production,
Nightmares in Red, White and Blue and American Grindhouse, and a 50% interest in
Vega 7 Entertainment’s documentary motion picture entitled “Area 51: The Alien
Interview”.





The
$397,402 for film asset purchases arose from common and preferred stock issued
in exchange for these assets and cash paid by the principal Company shareholder
to acquire Night of the Living Dead 3D and the two films in production. We
acquired our 50% interest in Area 51: The Alien Interview for 2,000,000 shares
of our common stock valued at $.10 per share.  This $200,000 cost of
acquisition is included in the $397,402 for film asset purchases.





F-8





LUX
DIGITAL PICTURES, INC.


NOTES
TO FINANCIAL STATEMENTS


AUGUST
31, 2009





NOTE
2:  UNAMORTIZED FILM COSTS (continued)





Night of
the Living Dead 3D has provided the majority of all Company revenues to date,
and our total cost of this film was $59,221. We began amortization of the Night
of the Living Dead 3D film costs in the period ended August 31, 2008, and
recorded amortization totaling $23,688. We have recorded $18,000 of amortization
of this film during the year ended August 31, 2009. The remaining costs will be
amortized in the year ended August 31, 2010. We expect to begin amortizing the
costs of American Grindhouse and Nightmares in Red, White and Blue, both of
which were completed during the year ended August 31, 2009, upon their initial
release dates which are expected to occur during the year ending August 31,
2010.





The
Company has also begun to develop two new documentary films "Gameplay: The Story
of the Video Game Revolution" and "Kung Fu Confidential”.  As of
August 31, 2009, the Company has capitalized $52,677 of costs associated with
the contracts to write these films.





NOTE
3: PREPAID ADVERTISING





The
Company acquired rights to radio media from RTV Media Corp. on June 1, 2008 in
exchange for 2,000,000 shares of common stock, which we valued at $.10 per
share.  The Company was assigned rights to receive certain radio
media, approximately 1,000 sixty second ads or 2,000 thirty second ads, or some
combination of both on a national radio network.  At August 31, 2008
we estimated that only $100,000 of the media rights would be used in the future,
and due to this, the asset has been determined to be impaired and an expense of
$100,000 has been recognized.  Management believes that this
impairment adjustment is a one-time charge and will not be recurring in
subsequent periods. The carrying value at August 31, 2009 of the prepaid
advertising is $100,000.





NOTE
4: NOTE PAYABLE – SHAREHOLDER





The
Company’s principal shareholder, Lux Digital Pictures GmbH loaned the Company
$15,050 on May 29, 2008. The loan is unsecured, interest free and due on
demand.





NOTE
5: STOCKHOLDERS’ EQUITY




The
Company issued both common and preferred stock during the period ended August
31, 2008. 2,000,000 shares of common stock were issued in exchange for future
radio media initially valued at $200,000. Another 2,000,000 shares of common
stock were issued in exchange for a completed but unexploited film valued at
$200,000. Also, 990,000 shares of common stock were issued in a private
placement for total proceeds of $97,440. The remaining 43,000,000 shares of
common stock and 2,500,000 shares of preferred stock were issued to the founders
of the Company in exchange for the rights to film assets, a number of "brands", domain names and
other assets valued at $197,402, which was the historical cost of these assets
to the founders, and for future consulting services. The amount of shares issued
for these assets was arrived at through negotiations and management believes the
fair values of these assets are equal to or greater than the values
assigned.





F-9





LUX
DIGITAL PICTURES, INC.


NOTES
TO FINANCIAL STATEMENTS


AUGUST
31, 2009





NOTE
5: STOCKHOLDERS’ EQUITY (continued)




The
2,500,000 shares of preferred stock are convertible to common shares, at the
holder's election, at a rate of 10 common shares for each preferred share,
provided they have been held for at least two years.





There was
no additional stock issued during the year ended August 31, 2009.





NOTE
6: INCOME TAXES





The
components of the provision for income tax expense (benefit) are as
follows:





August
      31, 2009
            
            
            August
      31, 2008Current:Federal
      corporate income tax
            
            $
            (5,040
            )
            
            $
            5,900State
      corporate income tax
            
            
            (3,245
            )
            
            
            3,800Total
            
            
            (8,285
            )
            
            
            9,700Deferred:Federal
      corporate income tax
            
            
            0
            
            
            
            0State
      corporate income tax
            
            
            0
            
            
            
            0Total
            
            
            0
            
            
            
            0Total
      Provision for income taxes
            
            $
            (8,285
            )
            
            $
            9,700




NOTE
7: SUBSEQUENT EVENTS





The
Company has analyzed its operations subsequent to August 31, 2009 through
November 25, 2009 and has determined that it does not have any material
subsequent events to disclose in these financial statements.




F-10




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




None.




ITEM
9AT.CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures.




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Based upon that evaluation, our Chief Financial Officer concluded that our
disclosure controls and procedures are adequate to ensure that information
required to be disclosed by us in reports that we file or submit to the
Securities and Exchange Commission (the "SEC") under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms.




Changes
in Internal Controls over Financial Reporting.




There was
no change in our internal control over financial reporting during our fourth
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




ITEM
9B.OTHER INFORMATION




None.




PART
III.




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT




Directors,
Executive Officers




Our
director and executive officer, his age, positions held, and term served is as
follows:




Name
            
            Position
      Held with the Company
            
            Age
            
            Date First
      Elected or AppointedIngo Jucht
            
            Director, President (Principal Executive
      Officer), Treasurer (Principal Accounting Officer) and Principal Financial
      Officer.
            
            38
            
            Director, President (Principal Executive
      Officer), Treasurer (Principal Accounting Officer), Principal Financial
      Officer and Secretary since inception




Business
Experience of Director and Consultant




Ingo
Jucht has been the President and Chief Executive officer of the Company since
inception. Mr. Jucht is also the Operating Manager of Lux Digital Picture GmbH
Partners and oversees all aspects of the Company’s operation. Mr. Jucht is the
Executive Producer of the Company motion pictures “Night of the Living Dead 3D”,
“Nightmares in Red, White and Blue” and “American Grindhouse”. Mr. Jucht is a
graduate of the Kaskeline Film Akademie and, prior to joining the Company, he
worked for 10 years, in a variety of positions, in the entertainment industry in
Germany.




T. Joseph
Coleman is the principal Consultant to the Company and he advises Mr. Jucht on
all aspects of the Company’s operations and development and future strategies.
Mr. Coleman is an entertainment industry veteran. He was the sole founder and
CEO of the Atlantic Entertainment Group an independent movie studio. Between
1975 and 1989 Atlantic distributed over 120 motion pictures and Mr. Coleman,
personally, produced or Executive Produced 40 films including the 1978 Academy
Award winning ‘Madame Rosa”, the teen film hits “Valley Girl’ and “Teen Wolf”,
“Extremities”, “1969” and many others. Mr. Coleman was also the founder, in
1998, of the RTV Television Network and the Former Chairman of the Sun Network
Group. Mr. Coleman is an Executive member of the Academy of Motion Picture Arts
and Sciences and is, currently, an industry consultant for the Zurich Consulting
Group based in Switzerland. Mr. Coleman has served as the principal advisor to
the Company since inception and has been provided common shares of the Company
as his initial and only compensation thus far.




Our
Director will hold office until the next annual meeting of shareholders and the
election and qualification of his successors. Our Director receives no
compensation for serving on the Board of Directors.




Committees
of the Board




We do not
have an audit or compensation committee at this time.




Involvement
in Certain Legal Proceedings




Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:




1. any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;




2. any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);




20




3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or






4. being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.




Conflict
of Interest




None of
our officers or directors will be subject to a conflict of
interest.




ITEM
11. EXECUTIVE COMPENSATION




The
following table summarizes the compensation of our President (Principal
Executive Officer) and officers and others who received annual compensation in
excess of $100,000 during the period from May 6, 2008 (inception) to August 31,
2009.




SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
            
            Long
      TermCompensation(1)
            
            Pay-outsName
      and PrincipalPosition
            
            Year
            
            Salary
            
            Bonus
            
            OtherAnnualCompen-sation(2)
            
            SecuritiesUnderOptions/SAR'sGranted
            
            RestrictedShares
      orRestrictedShare
      Units
            
            LTIPPay-outs
            
            All
      OtherCompen-sation2008
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            5,000,000
            
            Nil2009
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil
            
            Nil




We have
not entered into any employment agreement or consulting agreement with our
director and chief executive officer. The Company provided its principal
Consultant with 5,000,000 restricted shares of its common stock in a Consulting
Agreement dated June 1, 2009. Although this agreement has expired Mr. Coleman
continues to serve as the Company’s principal Consultant and the Company expects
to enter into a new agreement with him in the near term. There are no
arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers. Our director and executive officer
may receive stock options at the discretion of our board of directors in the
future, although no stock option plan is currently in place. We do not have any
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of our board of directors
and the Company pays for all expenses incurred by its Consultant and Director
for managing its office, supervising its business activities, traveling on
behalf of the Company, entertaining on behalf of the Company and other
activities and provides certain insurance compensation. The Company expects to
submit an S-8 filing, in its 2nd
fiscal Quarter 2010, to create shares available to pay for future services and
compensation for its CEO and Consultant and others who may perform services for
the Company.




Directors
Compensation




We have
reimbursed our director for expenses incurred in connection with attending board
meetings and other Company meetings but have we have not paid any directors fees
or other cash compensation for services rendered as a director in the period
ended August 31, 2009.




We have
no formal plan for compensating our director for his services in their capacity
as a director and, until such time as the Company has an effective S-8 filing,
no compensation as an officer.. In the future we may grant options to our
directors to purchase shares of common stock as determined by our Board of
Directors or a compensation committee that may be established. We do not,
however, have a stock option plan in place at this time. Directors are entitled
to reimbursement for reasonable travel and other out-of-pocket expenses incurred
in connection with attendance at meetings of our board of directors. The board
of directors may award special remuneration to any director, officer, Consultant
or other undertaking any special services on behalf of Lux Digital Pictures, Inc
other than services ordinarily required of a director. Other than as indicated
in this prospectus, no director received and/or accrued any compensation for his
or her services as a director, including committee participation and/or special
assignments




ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




Principal
Stockholders




The
following table sets forth, as of August 31, 2009, certain information with
respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated.




Name and Address of Beneficial
      Owner
            
            Amount and
      Nature of
              Beneficial
      Ownership
            
            Percentage
              of
      Class(1)Lux Digital Pictures GmbH Partners, Ingo Jucht Operating Manager,
      2140
            
            38,000,000 common shares
            
            79.2%Shattuck Avenue, Suite 210-2270,
      Berkeley, CA. 94704
            
            2,500,000
      preferred shares
            
            100%Coleman Family Trust, T. Joseph Coleman and William H. Coleman
      Trustees, 10 Victoria Circle, Norwood, MA. 02062
            
            5,000,000 common shares
            
            10.4%Directors and Executive Officers as a Group
            
            43,000,000 common shares
            
            89.6%




(1)
Based on 47,990,000 shares of common stock issued and outstanding as of August
31, 2009. Except as otherwise indicated, we believe that the beneficial owners
of the common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities.




Changes
in Control




We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of Lux Digital Pictures,
Inc.




ITEM 13.CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE




We have
not been a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds $60,000, and in which, to our
knowledge, any of our directors, officers, five percent beneficial security
holders, or any member of the immediate family of the foregoing persons has had
or will have a direct or indirect material interest.




ITEM
14.   PRINCIPAL
ACCOUNTING FEES AND SERVICES.




(1)
 Audit
Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our S-1 Registration
Statement-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years was:




2008
            $
            5,850
            
            Maddox
      Ungar Silberstein, PLLC2009
            $
            10,600
            
            Maddox
      Ungar Silberstein, PLLC




(2)

Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC2009
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC




21





(3)
 Tax
Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC2009
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC




(4)
 All Other
Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC2009
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC




(5)  Our audit
committee's pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6)  The percentage of
hours expended on the principal accountant's engagement to audit our financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant's full time, permanent
employees was 0%.




22





PART
IV.




ITEM 15.Exhibits




The
following Exhibits are incorporated herein by reference from the Registrant's
Form S-1 Registration Statement filed with the Securities and Exchange
Commission, SEC file 0001442376-09-000021. Such exhibits are incorporated herein
by reference pursuant to Rule 12b-32:




Exhibit
      No.
            Document
      Description3.1
            Articles
      of Incorporation.3.2
            Bylaws.




The
following documents are included herein:




Exhibit
      No.
            Document
      Description23.1
            Consent
      of Independent Registered Public Accounting
Firm.31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).






23





SIGNATURES








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.








Date:
      November 25, 2009
            Lux
      Digital Pictures, IncBy:/sIngo
      JuchtName:
      Ingo JuchtTitle:
        President, Chief Financial Officer and
Director





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








Date:
      November 25, 2009
            By:   /s/ Ingo
    JuchtName;
      Ingo JuchtTitle:
        President, Chief Financial Officer and Director(Principal
      Executive Officer, Principal Financial Officer and PrincipalAccounting
      Officer)





24