Drug Free Solution (DSOL) 10-Q 2014 Q1 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedAugust 31, 2013

Commission File Number:333-175525

LIVING BREATH PROJECT, INC.
(formerly known as Dilmax Corp.)
(Exact name of registrant as specified 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, NV	89074
(Address of principal executive offices)	(Zip Code)

(855) 426-2647
(Registrant’s telephone number, including area code)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]     No [   ]

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

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [   ]       Accelerated filer [   ]       Non-accelerated filer [   ]       Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ]    No [X]

The number of shares outstanding of the Company's Common Stock as of October 14, 2013 was 28,642,913.

LIVING BREATH PROJECT, INC.
TABLE OF CONTENTS

Part 1	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Balance Sheets	3
	Statements of Operations	4
	Statement of Stockholders Equity Deficit	5
	Statements of Cash Flows	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis or Plan of Operation	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
SIGNATURES

Living Breath Project, Inc.

(A Development Stage Company)

August 31, 2013 and 2012

Index to the Consolidated Financial Statements

Contents	Page(s)
Consolidated Balance Sheets at August 31, 2013 (Unaudited) and May 31, 2013	F-2
Consolidated Statements of Operations for the Three Months Ended August 31, 2013 and 2012 and for the Period from December 27, 2005 (Inception) through August 31, 2013 (Unaudited)	F-3
Consolidated Statement of Stockholders' Equity (Deficit) for the Period from December 27, 2005 (Inception) through August 31, 2013 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2013 and 2012 and for the Period from December 27, 2005 (Inception) through August 31, 2013 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

Living Breath Project, Inc.

(A Development Stage Company)
Consolidated Balance Sheets

		August 31, 2013			May 31, 2013
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	1,729		$	8,157
Total Current Assets		1,729			8,157
PROPERTY AND EQUIPMENT
Property and equipment		4,866			4,866
Accumulated depreciation		(1,471	)		(1,228	)
Property and equipment, net		3,395			3,638
Total Assets	$	5,124		$	11,795
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	63,874		$	20,855
Accrued expenses and other current liabilities		4,030			41,730
Deposits from stockholder		38,500			-
Total Current Liabilities		106,404			62,585
Total Liabilities		106,404			62,585
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock par value $0.001: 10,000,000 shares authorized;  none issued or outstanding		-			-
Common stock par value $0.001: 200,000,000 shares authorized;  28,642,913 shares issued and outstanding,		28,643			28,643
Additional paid-in capital		1,303,047			1,303,047
Deficit accumulated during the development stage		(1,432,970	)		(1,382,480	)
Total Stockholders' Equity (Deficit)		(101,280	)		(50,790	)
Total Liabilities and Stockholders' Equity (Deficit)	$	5,124		$	11,795

See accompanying notes to the consolidated financial statements.
F-2

Living Breath Project, Inc.

(A Development Stage Company)
Consolidated Statements of Operations

								For the Period from
		For the Three Months			For the Three Months			December 27, 2005
		Ended			Ended			(inception) through
		August 31, 2013			August 31, 2012			August 31, 2013
		(Unaudited)			(Unaudited)			(Unaudited)
Operating Expenses
Filming and incubator cost	$	38,498		$	23,280		$	293,790
Professional fees		10,374			134,151			540,509
Travel expenses		-			45,649			211,304
General and administrative expenses		1,618			51,984			310,217
Total operating expenses		50,490			255,064			1,355,820
Loss from Operations		(50,490	)		(255,064	)		(1,355,820	)
Other (Income) Expense
Other (income) expenses		-			-			(2,850	)
Settlement of claim		-			-			80,000
Other (income) expense, net		-			-			77,150
Loss before Income Tax Provision		(50,490	)		(255,064	)		(1,432,970	)
Income Tax Provision		-			-			-
Net Loss	$	(50,490	)	$	(255,064	)	$	(1,432,970	)
Net Loss per Common Share - Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding: - basic and diluted		28,642,913			18,029,694

See accompanying notes to the consolidated financial statements.
F-3

Living Breath Project, Inc.
(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficit)
For the Period from December 27, 2005 (Inception) through August 31, 2013
(Unaudited)

	Common Stock Par Value $0.001				Additional			Deficit Accumulated			Total
	Number of				Paid-in			During the			Stockholders'
	Shares		Amount		Capital			Development Stage			Equity
Balance, December 27, 2005 (inception)	-	$	-	$	-		$	-		$	-
Common shares issued to founders upon formation	18,029,694		18,030		(17,004	)					1,026
Net loss for the period from December 27, 2005                 (inception) through May 31, 2011								(1,026	)		(1,026	)
Balance, May 31, 2011	18,029,694		18,030		(17,004	)		(1,026	)		-
Contributed capital					645,611						645,611
Net loss								(625,586	)		(625,586	)
Balance, May 31, 2012	18,029,694		18,030		628,607			(626,612	)		20,025
Contributed capital					376,834						376,834
Reverse acqusition adjustment	10,305,000		10,305		(10,305	)					-
Issuance of common shares for cash at $1.00       per share	308,219		308		307,911						308,219
Net loss								(755,868	)		(755,868	)
Balance, May 31, 2013	28,642,913		28,643		1,303,047			(1,382,480	)		(50,790	)
Net loss								(50,490	)		(50,490	)
Balance, August 31, 2013	28,642,913	$	28,643	$	1,303,047		$	(1,432,970	)	$	(101,280	)

See accompanying notes to the consolidated financial statements.
F-4

Living Breath Project, Inc.

(A Development Stage Company)
Consolidated Statements of Cash Flows

								For the Period from
		For the Three Months			For the Three Months			December 27, 2005
		Ended			Ended			(inception) through
		August 31, 2013			August 31, 2012			August 31, 2013
		(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(50,490	)	$	(255,064	)	$	(1,432,970	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		243			243			1,471
Changes in operating assets and liabilities:
Accounts payable		43,019			-			63,874
Accrued expenses and other current liabilities		(37,700	)		-			4,030
Net cash used in operating activities		(44,928	)		(254,821	)		(1,363,595	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			-			(4,866	)
Net cash used in investing activities		-			-			(4,866	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deposits from stockholder		38,500			-			38,500
Proceeds from sale of equity units					-			308,219
Capital contribution		-			243,719			1,023,471
Net cash provided by financing activities		38,500			243,719			1,370,190
Effect of exchange rate changes on cash
Net change in cash		(6,428	)		(11,102	)		1,729
Cash at beginning of the period		8,157			15,415			-
Cash at end of the period	$	1,729		$	4,313		$	1,729
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-

See accompanying notes to the consolidated financial statements.
F-5

Living Breath Project, Inc.
(A Development Stage Company)
August 31, 2013 and 2012
Notes to the Consolidated Financial Statements
(Unaudited)

Note 1 – Organization and Operations

Living Breath Project, Inc. (Formerly Dilmax Corp.)

Living Breath Project, Inc. (“the Company”) was incorporated under the laws of the State of Nevada on April 14, 2011 as Dilmax Corp. The Company’s original business was on-line distribution of music for fitness.

On October 1, 2012, Genie O’Malley acquired 8,100,000 shares of the Company’s common stock, par value $0.001 per share (the Common Stock”), resulting in a change of control of the Company. Also, on October 1, 2012, Clear Mind Technology Corp., a company owned and controlled by Ms. O’Malley, acquired approximately 735,000 shares of the Company’s Common Stock from twenty-six non-affiliated shareholders.

On November 6, 2012, the Company amended its Articles of Incorporation to (i) change its name to Living Breath Project, Inc., (ii) increase the number of its authorized shares of capital stock from 75,000,000 to 210,000,000 shares of which (a) 200,000,000 shares were designated common stock, par value $0.001 per share and (b) 10,000,000 were designated preferred stock, par value $0.001 per share, and (iii) effectuated a three-for-one forward-split of its Common Stock for shareholders of record as of November 6, 2012.

iBreathe, Inc.

iBreathe, Inc. ("iBreathe”) was incorporated on December 27, 2005 under the laws of the State of Delaware. On July 9, 2008, iBreathe was re-domiciled as a Minnesota corporation by virtue of a merger with iBreathe, Inc., a Minnesota corporation.

Acquisition of iBreathe, Inc. Treated as a Reverse Acquisition

On November 6, 2012, the Company consummated an Agreement and Plan of Merger (the “Agreement”) with iBreathe, Inc., a Minnesota corporation (“iBreathe”) whereby iBreathe merged with and into the Company (the “Merger”) in exchange for an aggregate of 18,029,694 shares (6,009,898 pre-split shares) (the “Merger Shares”) of the Company’s newly issued shares of Common Stock. The shares issued represented approximately 63.6% of the issued and outstanding common stock immediately after the consummation of the Acquisition Agreement.

As a result of the controlling financial interest of the former stockholder of iBreathe, for financial statement reporting purposes, the merger between the Company and iBreathe has been treated as a reverse acquisition with iBreathe deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of iBreathe (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of iBreathe which are recorded at their historical cost. The equity of the Company is the historical equity of iBreathe retroactively restated to reflect the number of shares issued by the Company in the transaction.

Following the Merger, the Company adopted the business plan of iBreathe to provide proprietary and integrated products, services, education and film that can assist individuals to awaken stillness, direction, health and all over well-being using cleansing language of life. The Company has also been developing its website, product distribution procedures, and social media plan. The Company also intends to undertake a global research initiative studying the benefits of cleansing emotions individually and how this process can motivate change, healing and support within communities. The Company is an organization which is deeply passionate about recidivism, those who suffer within it and how communities can become free of the financial and emotional burdens presented by recidivism.

Note 2 – Summary of Significant Accounting Policies

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended May 31, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on September 27, 2013.

Fiscal Year End

The Company elected May 31st as its fiscal year ending date.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent 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 on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The Company applies the guidance of Topic 810“Consolidation”of the FASB Accounting Standards Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company's consolidated subsidiary and/or entity is as follows:

Name of consolidated subsidiary	State or other jurisdiction of	Date of incorporation or formation	Attributable
or entity	incorporation or organization	(date of acquisition, if applicable)	interest
iBreathe, Inc.	The State of Minnesota	December 27, 2005	100%

The consolidated financial statements include all accounts of the Company as of August 31, 2013 and for the reporting period then ended and iBreathe as of August 31, 2013 and 2012 and for the reporting periods then ended.

All inter-company balances and transactions have been eliminated.

Development Stage Company

The Company is a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and still qualifies as a development stage company. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Fair Value of Financial Instruments

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expense and other current liabilities, approximate their fair values because of the short maturity of the instrument.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives. Upon sale or retirement, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

Income Tax Provision

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended August 31, 2013 or 2012.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

There were no potentially dilutive shares outstanding for the interim period ended August 31, 2013 or 2012.

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company had a deficit accumulated during the development stage at August 31, 2013, a net loss and net cash used in operating activities for the interim period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has funded its operations since inception with the proceeds from the issuance of common stock and capital contributions.

While the Company is attempting to commence operations, further implement its business plan and generate sufficient revenues, the Company’s cash position, if any, may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to commence operations, further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Property and Equipment

Property and equipment, stated at cost, less accumulated depreciation, consisted of the following:

	Estimated Useful
	Life (Years)		August 31, 2013			May 31, 2013
Computer equipment	5		4,866			4,866
Less accumulated depreciation (ii)			(1,471	)		(1,228	)
		$	3,395		$	3,638

(i) Depreciation Expense

Depreciation expense was $243 each for the interim period ended August 31, 2013 and 2012, respectively.

Note 5 – Stockholders' Equity

Shares Authorized

Upon formation the total number of shares of all classes of capital stock which the Company was authorized to issue was seventy five million (75,000,000) shares with a par value of $0.001, all of which were designated as Common Stock.

Amendment to the Certificate of Incorporation

On November 6, 2012, the Company filed a Certificate of Amendment of Certificate of Incorporation, and (i) changed its name to Living Breath Project, Inc.; (ii) increased its total number of shares of all classes of stock which the Company is authorized to issue from Seventy Five Million (75,000,000) shares, inclusive of Seventy Five Million (75,000,000) shares of Common Stock, par value $0.001 per share, to Two Hundred Ten Million (210,000,000) shares, inclusive of (a) Ten Million (10,000,000) shares of Preferred Stock, par value $0.001 per share, and (b) Two Hundred Million (200,000,000) shares of Common Stock, par value $0.001 per share; and (iii) effectuated a 3-for-1 (1:3) forward stock split (the “Stock Split”).

All shares and per share amounts in the consolidated financial statements have been adjusted to give retroactive effect to the Stock Split.

Common Stock

Immediately prior to the consummation of the Agreement and Plan of Merger on November 6, 2012, the Company had 10,305,000 common shares issued and outstanding.

Upon consummation of the Agreement and Plan of Merger on November 6, 2012, the Company issued 18,029,694 shares of its common stock pursuant to the terms and conditions of the Agreement and Plan of Merger.

Sale of Common Stock or Equity Units

On February 9, 2012, iBreathe settled a shareholder claim, bought back 120,000 shares of iBreathe's capital stock originally sold for $120,000 for $200,000, resulting in $80,000 in settlement of claim.

From November 21, 2012 through January 7, 2013, the Company sold 85,419 shares of its common stock for cash at $1.00 per share or $85,419 in cash.

From March 11, 2013 through May 14, 2013, the Company sold 222,800 shares of its common stock for cash at $1.00 per share or $222,800 in cash.

Deposits from Stockholder for Acquisition of Common Stock

From June 14, 2013 through August 22, 2013, a stockholder of the Company deposited $38,500 to acquire shares of the Company’s common stock.

Note 6 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent event(s) to be disclosed as follows:

On September 24, 2013, the Company entered into and consummated a Share Exchange Agreement with O’Malley Lifestyle, Inc., a Nevada corporation (“OML”), a related entity, whereby the Company acquired all of the issued and outstanding capital stock of OML solely in exchange for 7,300,000 newly-issued shares of the Company’s common stock. OML is the owner of the Clear Mind™, Clear Mind Technology™, Clear Mind Cognitive Healing Process™, Clear Mind Experience™, iBreathe™ properties and related proprietary service technologies, products and services. At the time of acquisition, OML had no significant assets, liabilities or operations.

FORWARD LOOKING STATEMENTS

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

Living Breath Project, Inc.(the “Company”) was incorporated under the laws of the State of Nevada on April 14, 2011 as Dilmax Corp. The Company’s business original business was on-line distribution of music for fitness. On October 1, 2012, Genie O’Malley acquired 7,000,000 shares of the Company’s common stock, par value $.001 per share (the Common Stock”) from Konstantin Kupert, resulting in a change of control of the Company. Also, on October 1, 2012, Clear Mind Technology Corp., a company owned and controlled by Ms. O’Malley, acquired approximately 735,000 shares of the Company’s Common Stock from twenty-six non-affiliated shareholders. On November 6, 2012, the Company consummated an Agreement and Plan of Merger (the “Agreement”) with iBreathe, Inc., a Minnesota corporation (“iBreathe”) whereby iBreathe merged with and into the Company (the “Merger”) in exchange for an aggregate of 6,009,898 shares (the “Merger Shares”) of the Company’s newly issued shares of common stock, par value $.001 per share (the Common Stock”). The merger was accounted for as a reverse merger using the purchase method of accounting, with the former shareholders of iBreathe controlling approximately 64% of the issued and outstanding common shares of the Company after the closing of the transaction. Accordingly, iBreathe was deemed to be the acquirer for accounting purposes and the financial statements are presented as a continuation of iBreathe and include the results of operations of iBreathe since incorporation on December 27, 2005, and the results of operations of the Company since the date of acquisition on November 6, 2012. Also on November 6, 2012, the Company amended its Articles of Incorporation to (i) change its name to Living Breath Project, Inc., (ii) increase the number of its authorized shares of capital stock from 75,000,000 to 210,000,000 shares of which (a) 200,000,000 shares were designated common stock, par value $0.001 per share and (b) 10,000,000 were designated “blank check” preferred stock, par value $0.001 per share, and (iii) effected a three-for-one forward-split of its Common Stock for shareholders of record as of November 6, 2012.

Following the Merger, the Company adopted the business plan of iBreathe to provide proprietary and integrated products, services, education and film that can assist individuals to awaken stillness, direction, health and all over well-being using cleansing language life. The Company has developed its products line of forty-nine (49) protocols and associated materials, books, film, etc. which will be the Company’s main revenue stream. The Company has also been developing its website, product distribution procedures, and social media plan. The Company also intends to undertake a global research initiative studying the benefits of cleansing emotions individually and how this process can motivate change, healing and support within communities. The Company is an organization which is deeply passionate about recidivism, those who suffer within it and how communities can become free of the financial and emotional burdens presented by recidivism.

Three month period ended August 31, 2013 compared to the three month period ended August 31, 2012.

Our net loss for the three month period ended August 31, 2013 was $50,490 compared to a net loss of $255,064 for the three month period ended August 31, 2012. During the three months ended August 31, 2013, we did not generate any revenue. No revenue generated in 3 months ended August 2012 as well

During the three month period ended August 31, 2013, we incurred operating expenses of $50,490 compared to $255,064 incurred during the three month period ended August 31, 2012. Operating expenses incurred during the three month period ended August 31, 2013 were generally related to corporate overhead, financial, administrative services and professional fees.

Operating expenses have and will vary from quarter to quarter based on the level of corporate activity, product development and capital-raising. Operating expenses in the most recently completed quarter decreased relative to the comparable period of the prior year due primarily to the fact that; we incurred substantial amount of professional fees in the prior quarter in connection with the reverse merger transaction and we have significantly decreased the product development activities in the current quarter.

Liquidity and Capital Resources

Three month period ended August 31, 2013

As of August 31, 2013, our current assets were $1,729. As of August 31, 2013, our current liabilities were $106,404. Current liabilities were comprised of $4,030 in accrued expense, $38,500 deposits from stockholder and $63,874 in accounts payable.

There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it could be obtained on commercially reasonable terms. If we are not able to commence revenue producing operations or obtain the additional financing on a timely basis, we will not be able to continue with our business plan or meet our obligations as they come due.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended August 31, 2013, net cash flows used in operating activities was $44,928 consisting of a net loss of $50,490, depreciation of $243, increase in accounts payable of $43,019, and decrease in accrued expenses of $37,700. Net cash flows used in operating activities was $1,363,595 for the period from Inception on December 27, 2005 to August 31, 2013 consisting mostly of accumulated losses net of changes in operating assets and liabilities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended August 31, 2013 net cash provided by financing activities was $38,500 consisting mostly from deposits from stockholder. For the period from Inception on December 27, 2005 to August 31, 2013 net cash provided by financing activities was $1,370.190 consisting mainly of proceeds from the sale of capital stock and capital contributions.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses through revenues from sales of the Company’s products and services, with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no material change in our internal control over financial reporting during the three-month period ended August 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

(a)                     Exhibit index.

Exhibits:

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

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

LIVING BREATH PROJECT, INC.

Dated: October 15, 2013	By:	/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)