LRGR Luminar Media Group Inc (PK)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of October 31, 2017 by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each of the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group as of October 31, 2017.

Beneficial ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them. Common Stock beneficially owned and percentage ownership is based on 43,706,407shares outstanding on the Record Date and assuming the exercise of any options or warrants or conversion of any convertible securities held by such person, which are presently exercisable or will become exercisable within 60 days of the Record Date.

ACTION I

AMENDMENT TO THE ARTICLES OF INCORPORATION

TO EFECT A REVERSE SPLIT OF OUR COMMON STOCK AND AUTHORIZATION OF COMMON SHARES

On October 31, 2017, our Board of Directors and the holders of a majority of the voting power of our stockholders approved an amendment to our Articles amend the Company’s Articles of Incorporation, to effect a reverse split of the Common Stock of the Company on the basis of 1 new share for 40 old shares and authorize 500,000,000 (Five Hundred Million) Common Shares and 20,000,000 Preferred Shares. These actions will become effective upon the filing of the amendment to our Articles with the Secretary of State. We will file the amendment to our Articles to effect the increase in our authorized shares of Common Stock (the “ Authorization Amendment ”) approximately (but not less than) 20 days after the definitive information statement is mailed to stockholders.

The form of articles of amendment to be filed with the Secretary of State is set forth as Appendix A (subject to any changes required by applicable law) to this information statement.

Outstanding Shares and Purpose of the Authorization Amendment

Our articles of incorporation currently authorize us to issue a maximum of 100,000,000 shares of Common Stock, par value $0.0001 per share. As of the date hereof, we had 28,001,474 shares of Common Stock issued and outstanding.

After the reverse split we will have approximately 71,000 shares issued and outstanding and 500,000,000 authorized shares of Common Stock and 20,000,000 shares of preferred stock. The preferred stock can be designated by a vote of the Board of Directors.

The Board of Directors believes that the reverse split will give the Company a higher stock price that is more attractive to investors and that the increase in our authorized Common Stock will provide the Company greater flexibility with respect to the Company’s capital structure for purposes of including additional equity financings, stock-based acquisitions and to issue shares upon conversion of existing, outstanding convertible promissory notes of the Company.

Effects of the Authorization Amendment

The additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights and could have the effect of diluting earnings per share and book value per share of existing stockholders.

Other than the foregoing issuance of shares upon conversion of existing, outstanding convertible promissory notes of the Company, the Board of Directors has no plans to issue the additional shares of Common Stock authorized by the Authorization Amendment. However, it is possible that some of these additional shares could be used in the future for various other purposes without further stockholder approval, except as such approval may be required in particular cases by our charter documents, applicable law or the rules of any stock exchange or other quotation system on which our securities may then be listed. These purposes may include: raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Company’s business or product lines through the acquisition of other businesses or products.

We could also use the additional shares of Common Stock that will become available pursuant to the Authorization Amendment to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. Although the board’s approval of the Amendment was not prompted by the threat of any hostile takeover attempt (nor is the board currently aware of any such attempts directed at the Company), nevertheless, stockholders should be aware that the Authorization Amendment could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which stockholders of the Company might otherwise receive a premium for their shares over then current market prices.

FORWARD-LOOKING STATEMENTS AND INFORMATION

This Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by the words “expects,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,” “estimates” and similar expressions.

The forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed or forecasted in the forward-looking statements.

You should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any person to provide information other than that provided herein. The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information Statement is accurate as of any date other than the date on the front of the document.

ADDITIONAL INFORMATION

Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.

Appendix A

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

LUMINAR MEDIA GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:

That the Board of Directors of said corporation adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the fourth article of the Certificate of Incorporation of LUMINAR MEDIA GROUP, INC. be amended by consolidating the issued shares of the corporation on the basis that forty (40) of such shares shall become one (1) share and by amending the par value of the shares of the corporation, both issued and non-issued, from $0.0001 each before such consolidation to $0.0001 each after such consolidation; provided that no fractional shares of the corporation shall be issued in connection with the consolidation and the number of shares to be received by a stockholder shall be rounded up or down to the nearest whole number of shares in the event that such stockholder would otherwise be entitled to receive a fractional share upon such consolidation.  Upon such consolidation , the fourth article of the Certificate of Incorporation of LUMINAR MEDIA GROUP, INC., shall be read as follows:

"The corporation shall be authorized to issue five hundred million (500,000,000) shares of Common Stock Par Value $0.0001 and 20,000,000 shares of Preferred Stock Par  Value $.0001. The Board of Directors is hereby expressly authorized to provide, out of the unissued shars of Preferred Stock, of one or more series of Preferred Stock and, with respect to each such series, to fix the numbe of shares constituting such series, the voting powers, if any, of the shares of such series, and the preferences and relative, particpating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding."

SECOND:

That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

THIRD:

That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, LUMINAR MEDIA GROUP, INC., has caused this certificate to be executed this __ 30 __ Day of ___ Nov _______ 2017.

LUMINAR CAPITAL GROUP, INC.

By: _______ /S/ Chris Cook __________________

       Chris Cook, CEO