UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDEDMay 31, 2013
333-175525
Commission File Number
LIVING BREATH PROJECT, INC.
(Name of Business Issuer in Its Charter)
Nevada | 99-0365611 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2360 Corporate Circle Suite 400, Henderson, Nevada, 89074
(Address of principal executive offices)
800-422-0691
(Issuer's telephone number, including area code)
Securities Registered Pursuant To Section 12(b) of the Act:None
| Securities Registered Pursuant To Section 12(g) of the Act: | Common Stock, par value $0.001 per share |
| (Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
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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 definitions of “large accelerated filer”, “accelerated filer”, or “smaller reporting company in Rule 12b-2 of the Exchange Act (check one):
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting Company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes [ ] No [X]
As of September 27, 2013, there were 35,942,913 shares of common stock of the registrant issued and outstanding.
The aggregate market value of voting common stock held by non-affiliates of the registrant as of November 30, 2012, was $0.00.
EXPLANATORY NOTE
The sole purpose of this Amendment to Living Breath Project, Inc.’s Report on Form 10-K for the fiscal year ended May 31, 2013, filed with the Securities and Exchange Commission on September 27, 2013 (the “Form 10-K”), is to provide the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language) to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 15 . EXHIBITS
| Exhibit | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant.* | |
| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 |
| 101.INS | XBRL Instance Document# | |
| 101.SCH | XBRL Taxonomy Schema# | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase# | |
| 101.DEF | XBRL Taxonomy Definition Linkbase# | |
| 101.LAB | XBRL Taxonomy Label Linkbase# | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase# |
* Incorporated by reference to the Company’s Current Form on 8-K, filed with the Securities Commission on November 8, 2012, as amended.
# Filed herewith
(1) Included in Exhibit 31.1
(2) Included in Exhibit 32.1
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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.
Dated: October 2, 2013
| LIVING BREATH PROJECT, INC. | |
| /s/ Genie O’ Malley | |
| Name: Genie O’ Malley | |
| Title: President, Chief Executive Officer, Chief | |
| Financial Officer, Secretary and Treasurer | |
| (Principal Executive Officer and Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated
| Signature | Title | Date | ||
| President, Chief Executive Officer, Chief Financial Officer, | October 2, 2013 | |||
| /s/ Genie O’ Malley | Secretary and Treasurer, Director | |||
| Genie O’ Malley | (Principal Executive Officer and Principal Financial Officer) |
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EXHIBIT INDEX
| Exhibit | Description | |
| 3.1 | Amended and Restated Articles of Incorporation of the Registrant.* | |
| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 |
| 101.INS | XBRL Instance Document# | |
| 101.SCH | XBRL Taxonomy Schema# | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase# | |
| 101.DEF | XBRL Taxonomy Definition Linkbase# | |
| 101.LAB | XBRL Taxonomy Label Linkbase# | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase# |
* Incorporated by reference to the Company’s Current Form on 8-K, filed with the Securities Commission on November 8, 2012, as amended.
# Filed herewith
(1) Included in Exhibit 31.1
(2) Included in Exhibit 32.1
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