(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
7
SOLE VOTING POWER
103,290,000
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
103,290,000
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,290,000 SHARES OF COMMON STOCK
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68% Common Stock
14
TYPE OF REPORTING PERSON
IN
Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement on Schedule 13D relates to shares of common stock, $0.001 par value, of Lux Digital Pictures, Inc., a Wyoming corporation. The address of the principal executive offices of Lux Digital Pictures is 12021 Wilshire Boulevard, Suite 450, Los Angeles, California90025.
Michael Hill is the President and Chief Executive Officer of Radio Loyalty, Inc. The executive offices of Radio Loyalty, Inc. are located at 347 Chapala Street, Santa Barbara, California93101.
Michael Hill has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Michael Hill has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Michael Hill acquired the 103,290,000 shares on May 17, 2012 as part of the consideration paid to Michael Hill for his conveyance and assignment of certain assets to Lux Digital Pictures, Inc.
Item 4. Purpose of Transaction.
Michael Hill acquired the shares of common stock of Lux Digital Pictures, Inc. as consideration for his conveyance and assignment of certain assets to Lux Digital Pictures, Inc. and in anticipation of a planned reverse merger between Lux Digital Pictures, Inc. and Royal Loyalty, Inc. In conjunction with Michael Hill’s acquisition of the shares, he was appointed as the Chairman of Lux Digital Pictures, Inc.’s Board of Directors, and Lux Digital Pictures Gmbh Partners, a California partnership and an affiliate of Lux Digital Pictures, Inc., was issued 100 shares of Series A Convertible Preferred Stock, convertible into a number of shares of Lux Digital Pictures, Inc. common stock equal to 10% of the total issued and outstanding shares of Lux Digital Pictures, Inc. common stock on a fully diluted
basis, assuming the conversion of all outstanding convertible securities of Lux Digital Pictures, Inc., including without limitation the conversion of the outstanding Series A Convertible Preferred Stock.
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
The percentages of outstanding shares of Lux Digital Pictures, Inc. common stock reported below are based on the statement that as of May 16, 2012 there were 152,100,547 shares of Lux Digital Pictures, Inc. common stock outstanding.
(a) Michael Hill beneficially owns or may be deemed to beneficially own shares of Lux Digital Pictures, Inc. common stock as follows:
No. of Shares
% of Class
Common Shares
103,290,000
68
%
103,290,000
68
%
(b) For information regarding the number of shares of Lux Digital Pictures, Inc. common stock as to which Michael Hill holds or shares or may be deemed to hold, reference is made to items (7) - (12) of the cover page for this statement on Schedule 13D.
(c) Other than as set forth herein, there have been no transactions in shares of Lux Digital Pictures, Inc. common stock effected by Michael Hill during the past 60 days.
(d) No person other than Michael Hill has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Lux Digital Pictures, Inc. common stock reported as being beneficially owned (or which may be deemed to be beneficially owned) by Michael Hill.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Michael Hill has no contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to the securities of Lux Digital Pictures, Inc., other than as described in this statement on Schedule 13D.
Item 7. Material to be Filed as Exhibits.
None.
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
