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 ended ~~February~~August 2831, 2013

[ ] 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: 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 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 [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 X]

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

The number of shares outstanding of the Company's Common Stock as of ~~April~~October 1914, 2013 was 28,~~480~~642,~~613~~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	5
	Statement of Stockholders Equity Deficit	5
	Statements of Cash Flows	6
	Notes to Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis ofor ~~Financial~~Plan ~~Condition and Results~~ of ~~Operations~~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. ~~(fka Dilmax Corp) (A Development Stage Company) Consolidated Balance Sheets~~

		February 28, 2013			May 31, 2012
		(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	26,147		$	8,340
Total Current Assets		26,147			8,340
PROPERTY AND EQUIPMENT
Property and equipment		8,340			-
Accumulated depreciation		(1,341	)		-
PROPERTY AND EQUIPMENT, net		6,999			-
Total Assets	$	33,146		$	8,340
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses and other current liabilities	$	18,384		$	-
Advances from stockholders		13,538			-
Total Current Liabilities		31,922			-
Total Liabilities		31,922			-
STOCKHOLDERS' EQUITY:
Proferred stock, $0.001 par value: 10,000,000 shares authorized; none issued or outstanding		-			-
Common stock, $0.001 par value: 200,000,000 shares authorized; 28,480,613 and 17,903,694 shares issued and outstanding, respectively		28,481			17,904
Additional paid-in capital		6,116,198			5,949,994
Deficit accumulated during the development stage		(6,143,455	)		(5,959,558	)
Total Stockholders' Equity		1,224			8,340
Total Liabilities and Stockholders' Equity	$	33,146		$	8,340

(A Development Stage Company)

~~See~~August ~~accompanying~~31, ~~notes~~2013 toand ~~the consolidated~~2012 ~~financial statements.~~

~~F-2~~Index to the Consolidated Financial Statements

Living Breath Project, Inc. (fka Dilmax Corp) (A Development Stage Company) Consolidated Statements of Operations

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

														For the Period from
		For the Nine Months			For the Three Months			For the Nine Months			For the Three Months			December 27, 2005
		Ended			Ended			Ended			Ended			(inception) through
		February 28, 2013			February 28, 2013			February 29, 2012			February 29, 2012			February 28, 2013
		(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Revenues	$	-		$	-		$	1,914		$	292		$	279,580
Cost of Goods Sold		-			-			-			-			139,897
Gross Margin		-			-			1,914			292			139,683
Operating Expenses
Professional fees		70,034			18,041			-			-		$	867,368
Compensation - officers		71,748			60,986			-			-			75,248
Stock compensation		-			-			-			-			3,831,745
General and administrative expenses		42,115			35,715			478,875			419,045			1,508,777
Total operating expenses		183,897			114,742			478,875			419,045			6,283,138
Loss from Operations		(183,897	)		(114,742	)		(476,961	)		(418,753	)		(6,143,455	)
Income Tax Provision		-			-			-			-			-
Net Loss	$	(183,897	)	$	(114,742	)	$	(476,961	)	$	(418,753	)	$	(6,143,455	)
Net Loss per Common Share - Basic and Diluted	$	-0.01		$	-0.00		$	-0.03		$	-0.02
Weighted average common shares outstanding: - basic and diluted		22,625,000			28,385,769			18,029,694			18,029,694

Living Breath Project, Inc.

~~See~~(A ~~accompanying~~Development ~~notes~~Stage toCompany) Consolidated ~~the~~Balance ~~consolidated financial statements.~~Sheets

F-3

		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

~~Living~~See ~~Breath~~accompanying ~~Project,~~notes ~~Inc.~~to ~~(fka Dilmax Corp) (A Development Stage Company) Consolidated Statement of Stockholders' Equity For~~ the consolidated ~~nine~~financial ~~months ended February 28, 2013 (Unaudited)~~statements. F-2

	Common Stock, $0.001 Par Value						Additional			Deficit Accumulated			Total
	Number of						Paid-in			During the			Stockholders'
	Shares			Amount			Capital			Development Stage			Equity
Balance, May 31, 2012	17,903,694		$	17,904		$	5,949,994		$	(5,959,558	)	$	8,340
Shares issued for cash at $1.00 per share	42,000			42			41,958			-			42,000
Shares issued in reverse merger acquision on November 6, 2012	18,029,694			18,030			5,991,868			-			6,009,898
Reverse acqusition adjustment	(7,640,694	)		(7,641	)		(6,013,645	)		-			(6,021,286	)
Capital Contribution							250			-			250
Shares issued for cash at $1.00 per share	145,919			146			145,773			-			145,919
Net loss										(183,897	)		(183,897	)
Balance, February 28, 2013	28,480,613		$	28,481		$	6,116,198		$	(6,143,455	)	$	1,224

Living Breath Project, Inc.

~~See~~(A ~~accompanying~~Development ~~notes~~Stage toCompany) Consolidated ~~the~~Statements ~~consolidated~~of ~~financial statements.~~Operations

F-4

								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

~~Living~~See ~~Breath~~accompanying ~~Project,~~notes ~~Inc.~~to (Athe ~~Development~~consolidated ~~Stage Company) Consolidated Statements of Cash Flows~~financial statements. F-3

								For the Period from
		For the Nine Months			For the Nine Months			December 27, 2005
		Ended			Ended			(inception) through
		February 28, 2013			February 29, 2012			February 28, 2013
		(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(183,897	)	$	(476,961	)	$	(6,143,455	)
		-
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		1,341			-			1,341
Stock compensation		-			-			3,831,745
Changes in operating assets and liabilities:
Prepayments and other current assets		2,150			-			2,150
Accrued expenses and other current liabilities		18,384			-			18,384
Net cash used in operating activities		(162,022	)		(476,961	)		(2,289,835	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(8,340	)		-			(8,340	)
Net cash used in investing activities		(8,340	)		-			(8,340	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash acquired in acquisition		112			-			112
Proceeds from sale of common stock		187,919			476,993			2,324,072
Capital contribution		250			-			250
Net cash provided by financing activities		188,169			476,993			2,324,322
Net change in cash		17,807			32			26,147
Cash at beginning of the period		8,340			-			-
Cash at end of the period	$	26,147		$	32		$	26,147
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-		$	-
Income tax paid	$	-		$	-		$	-

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

~~See~~Consolidated ~~accompanying~~Statement ~~notes~~of toStockholders' Equity (Deficit) For the ~~consolidated~~Period ~~financial~~from December 27, 2005 (Inception) through August 31, 2013 ~~statements.~~(Unaudited)

F-5

	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	)

~~LIVING~~See ~~BREATH~~accompanying ~~PROJECT,~~notes ~~INC. Notes~~ to ~~Financial~~the ~~Statements~~consolidated ~~February 28, 2013~~financial statements. F-4

~~NOTE~~Living 1-Breath ~~ORGANIZATION~~Project, ~~AND BUSINESS OPERATIONS~~Inc.

~~Living Breath Project, Inc.~~ (~~“the~~A ~~Company”)~~Development ~~was~~Stage ~~incorporated under the laws of the State of Nevada, U.S. 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 7,000,000 shares of the Company’s common stock, par value $.001 per share (the Common Stock”) ~~from Konstantin~~ ~~Kupert,~~ Consolidated ~~resulting~~Statements ~~in a change~~ of ~~control~~Cash of the Company. Also, on October 1, 2012, Clear Mind Technology Corp., a company owned and controlled by Ms. O’Malley, acquired 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 pre-split shares (the “Merger Shares”) of the Company’s newly issued shares of 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.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.

~~IBreathe,~~ Note ~~Inc.~~2 – Summary of Significant Accounting Policies

~~iBreathe,~~ The ~~Inc.~~Management ~~(iBreathe”),~~of athe ~~development~~Company ~~stage~~is ~~company~~responsible ~~was incorporated~~for onthe ~~December~~selection ~~27,~~and ~~2005~~use inof appropriate accounting policies and the ~~state~~appropriateness of ~~Delaware~~accounting policies and their application. OnCritical ~~July~~accounting 9policies 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, ~~2008~~subjective, ~~iBreathe~~ ~~was~~or ~~redomiciled~~complex judgments, often as a ~~Minnesota~~result ~~corporation~~of bythe ~~virtue~~need to make estimates about the effects of amatters ~~merger~~that ~~with~~are ~~iBreathe,~~inherently ~~Inc~~uncertain., aThe ~~Minnesota~~Company’s ~~corporation~~significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

~~The Company is in the development stage as defined under~~ ~~Accounting~~Basis ~~Standard~~of ~~Codification,~~Presentation ~~Development Stage Entities (“ASC~~-~~915”).~~ ~~The Company~~Unaudited ~~has~~Interim ~~generated~~Financial minor revenues to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception on December 27, 2005 through February 28, 2013 the Company has accumulated losses of $6,143,455.Information

~~NOTE~~ The 2accompanying 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 ~~GOING~~and ~~CONCERN~~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.

~~The~~Fiscal ~~consolidated~~Year financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $6,143,455 as of February 28, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.End

~~NOTE~~The 3Company -elected ~~SUMMARY~~May OF31st ~~SIGNIFICANT~~as ~~ACCOUNTING~~its ~~POLICIES~~fiscal year ending date.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included.

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. The unaudited financial statements should be read in conjunction with those financial statements included in the Company’s previously filed form 10-Q and Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended February 28, 2013 are not necessarily indicative of the results that may be expected for the year ending May 31, 2013.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At February 28, 2013, the Company's bank deposits did not exceed the insured amounts. The Company had $26,147 in cash in its bank account at February 28, 2013.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with USaccounting ~~GAAP~~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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Stock-based~~ Management ~~Compensation~~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.

~~The~~Management ~~Company~~regularly ~~records~~reviews ~~stock~~its ~~based~~estimates ~~compensation~~utilizing incurrently ~~accordance~~available ~~with~~information, ~~the~~changes ~~guidance~~ in ~~ASC~~facts ~~Topic~~and ~~718~~circumstances, ~~which~~historical ~~requires~~experience ~~the~~and ~~Company~~reasonable ~~to recognize expenses related to the fair value of its employee stock option awards~~assumptions. ~~The~~After ~~Company~~such ~~recognizes~~reviews, ~~the~~if ~~cost~~deemed ofappropriate, ~~all share-based~~those ~~awards~~estimates onare ~~a graded vesting basis over the vesting period of the award~~adjusted accordingly.

~~Income~~Actual ~~Taxes~~results could differ from those estimates.

~~Income~~Principles taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of ~~existing~~ assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.Consolidation

~~Deferred~~The ~~tax~~Company ~~assets~~applies ~~are~~the ~~reduced~~guidance byof 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 ~~valuation~~parent ~~allowance~~has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, inthe majority owner; (2) if the ~~opinion~~parent is a broker-dealer within the scope of Topic ~~management,~~940 itand control is ~~more~~ likely ~~than~~to ~~not~~be ~~that~~temporary; ~~some~~(3) ~~portion~~consolidation orby ~~all~~an ofinvestment company within the ~~deferred~~scope ~~tax~~of ~~assets~~Topic ~~will~~946 ~~not~~of bea ~~realized~~non-investment-company investee. Pursuant ~~Deferred~~to ~~tax~~ASC ~~assets~~Paragraph ~~and~~810-10-15-8 ~~liabilities~~the ~~are~~usual ~~adjusted~~condition for a controlling financial ~~the~~interest ~~effects~~is ownership of ~~changes~~a inmajority ~~tax~~voting ~~laws~~interest, and, ~~rates~~therefore, onas a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the ~~date~~outstanding voting shares of ~~enactment~~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.

~~Basic~~The ~~and~~Company's ~~Diluted~~consolidated ~~Net~~subsidiary ~~Loss~~and/or ~~per~~entity ~~Share~~is as follows:

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

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 ~~has~~as noof ~~potential~~August ~~dilutive~~31, ~~instruments~~2013 and ~~accordingly~~for ~~basic~~the ~~loss~~reporting period then ended and iBreathe ~~diluted~~as ~~loss~~of ~~per~~August ~~share~~31, ~~are~~2013 and 2012 and for the ~~same~~reporting periods then ended.

~~The~~All ~~weighted~~inter-company ~~average~~balances ~~number~~and oftransactions ~~shares~~have ~~used in computing the loss per share has~~ been ~~adjusted to give effect to the reverse merger described in Note 1~~ eliminated.

~~Fiscal~~Development ~~Periods~~Stage Company

The Company's ~~fiscal~~is ~~year~~a ~~end~~development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. The Company is ~~May~~still 31devoting 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.

~~Recent~~Fair ~~Accounting~~Value ~~Pronouncements~~of Financial Instruments

~~Management~~The ~~does~~carrying ~~not~~amount ~~believe~~of ~~that~~the ~~any~~Company’s ~~recently~~financial ~~issued~~assets ~~but~~and liabilities, ~~not~~such ~~yet~~as ~~effective~~cash, ~~accounting~~accounts ~~pronouncements~~payable, ifaccrued ~~adopted~~expense and other current liabilities, ~~would~~approximate ~~have~~their afair ~~material~~values ~~effect~~because onof the ~~accompanying~~short ~~financial~~maturity ~~statements~~of the instrument.

~~NOTE~~Cash ~~4 - STOCKHOLDERS’ EQUITY~~Equivalents

The ~~authorized~~Company ~~capital~~considers ofall ~~the~~highly ~~Company~~liquid isinvestments ~~210,000,000~~with maturities ~~shares~~ of ~~which~~three ~~(a)~~months ~~200,000,000~~or ~~shares~~less ~~were~~at ~~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. On May 10, 2011~~ the ~~Company~~time ~~issued 2,700,000 shares~~ of ~~common~~purchase ~~stock at a price of $0.001 per share for total cash proceeds of $2,700~~ to ~~the~~be ~~Company’s founder and former sole officer and~~cash ~~director, Konstantin Kupert~~equivalents.

~~For~~Property ~~the~~and ~~year ended May 31, 2012, the Company issued 735,000 pre-split shares of common stock at a price of $0.03 per share for total cash proceeds of $22,050.~~Equipment

Property and equipment is recorded at cost. Expenditures for Onmajor ~~November~~additions 6,and ~~2012,~~betterments ~~the~~are ~~Company~~capitalized. ~~issued~~Maintenance ~~6,009,898~~and ~~pre~~repairs are charged to operations as incurred. Depreciation is computed by the straight-~~split~~line method ~~shares~~(after oftaking ~~Common~~into ~~Stock~~account intheir ~~connection~~respective ~~with~~estimated ~~its~~residual ~~merger~~values) over ~~with~~the ~~iBreathe,~~assets ~~Inc~~estimated useful lives. Upon sale or retirement, athe ~~Minnesota~~related cost ~~corporation~~and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.

OnIncome ~~November~~Tax ~~6, 2012, the Company effectuated 3-for-1 forward stock split.~~Provision

Uncertain Tax ~~From~~Positions ~~December 3, 2012 through February 14, 2013, the Company sold 145,919 shares of its common stock for cash at the price of $1.00 per share for the total cash proceeds of $145,919.~~

AsThe ofCompany ~~February~~did ~~28,~~not ~~2013,~~take ~~the~~any ~~Company~~uncertain tax positions and had ~~28,480,613~~no adjustments ~~shares~~to its income tax liabilities or benefits pursuant to the provisions of ~~common~~Section ~~stock~~740-10-25 ~~issued~~for ~~and~~the ~~outstanding~~interim period ended August 31, 2013 or 2012.

~~NOTE~~Net 5Income -(Loss) ~~RELATED~~per ~~PARTY~~Common Share ~~TRANSACTONS~~

ANet ~~former~~income ~~director~~(loss) ~~loaned~~per ~~$13,650~~common toshare ~~the~~is ~~Company~~computed pursuant to section ~~pay~~260-10-45 ~~for~~of ~~business~~the ~~expenses~~FASB ~~relating~~Accounting toStandards ~~banking~~Codification. ~~and~~Basic ~~incorporation~~net income ~~fees.~~(loss) ~~This~~per ~~loan~~common share is ~~non-interest~~computed ~~bearing,~~by ~~due~~dividing ~~upon~~net ~~demand~~income ~~and~~(loss) ~~unsecured.~~by ~~Imputed~~the weighted ~~interest~~average number of ~~$165~~shares ~~was~~of ~~charged~~common tostock ~~additional~~outstanding during the period. ~~paid~~Diluted innet ~~capital~~income ~~and~~(loss) ~~$112~~per ~~was~~common ~~repaid.~~share ~~The~~is ~~total~~computed ~~balance~~by ~~owed~~dividing asnet income (loss) by the weighted average number of ~~February~~shares ~~28,~~of ~~2013~~common isstock ~~$13,538~~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.

~~Compensation~~There ~~paid~~were tono ~~the~~potentially ~~Company’s~~dilutive ~~current~~shares ~~President~~outstanding ~~amounted to $60, 986 and $71,748~~ for the interim ~~three~~period ~~and nine months~~ ended ~~February~~August 2831, 2013 or 2012.

~~Effective~~Recently ~~April~~Issued 18, 2013, the Company rescinded a licensing agreement with O’Malley Lifestyle, Inc. a company controlled by Genie O’Malley, the Company’s sole officer and director. The Company determined it did not require rights theAccounting ~~agreement intended to license to the Company.~~ Pronouncements

Management does not believe that any recently issued, but not ~~NOTE~~yet 6-effective ~~INCOME~~accounting ~~TAXES~~pronouncements, if adopted, would have a material effect on the accompanying financial statements.

AsNote of3 ~~February~~– ~~28,~~Going ~~2013,~~Concern the Company had Federal tax net operating loss carry forwards of approximately $2 million that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The consolidated financial statements have been prepared ~~NOTE~~assuming 7that -the ~~SUBSEQUENT~~Company ~~EVENT~~will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

~~The~~As ~~Company~~reflected ~~has~~in ~~evaluated~~the ~~all~~consolidated ~~events~~financial ~~that~~statements, ~~occur~~the Company ~~after~~had a deficit accumulated during the ~~balance~~development ~~sheet~~stage ~~date~~at ~~through~~August ~~the~~31, 2013, ~~date~~a ~~when~~net ~~the~~loss ~~financial~~and ~~statements~~net ~~were~~cash ~~issued~~used toin ~~determine~~operating ifactivities ~~they~~for ~~must~~the beinterim period ~~reported~~then ended. ~~The~~These ~~Management~~factors ofraise substantial doubt about the Company’s ability ~~determined~~to ~~that~~continue ~~the~~as ~~following~~a ~~reportable~~going concern. The Company has funded its operations ~~subsequent~~since ~~event~~inception ~~was~~with ~~required~~the toproceeds befrom ~~disclosed:~~the issuance of common stock and capital contributions.

~~Effective~~While ~~April~~the ~~18,~~Company ~~2013~~is attempting to commence operations, ~~the~~further implement ~~Company~~its ~~rescinded~~business aplan ~~licensing~~and ~~agreement~~generate ~~with~~sufficient Orevenues, the Company’~~Malley~~s ~~Lifestyle~~cash position, ~~Inc.~~if aany, ~~company~~may ~~controlled~~not bybe ~~Genie~~sufficient ~~O’Malley,~~enough to support the Company’s ~~sole~~daily operations. ~~officer~~Management ~~and~~intends ~~director~~to raise additional funds by way of a public or private offering. ~~The~~ Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company ~~determined~~to itcontinue ~~did~~as ~~not~~a ~~require~~going ~~rights~~concern. While the Company ~~agreement~~believes ~~intended~~in the viability of its strategy to ~~license~~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

~~Statements~~The ~~made~~information in this ~~Form~~report 10contains forward-Qlooking statements. ~~that~~All ~~are~~statements ~~not~~other ~~historical~~than ~~or current~~statements ~~facts~~of ~~are~~historical ~~"forward-looking~~fact ~~statements"~~ made ~~pursuant~~in ~~to the safe harbor~~this ~~provisions~~report ofare ~~Section~~forward ~~27A~~looking. ofIn particular, the ~~Securities~~statements ~~Act~~herein ofregarding industry ~~1933~~prospects ~~(the "Act")~~ and ~~Section 21E~~future results of ~~the~~operations ~~Securities~~or ~~Exchange~~financial ~~Act~~position ofare forward-looking ~~1934~~statements. These forward-looking statements ~~often~~ can be ~~identified~~ identified by the use of ~~terms~~words such as ~~"may~~“believes,"” ~~"will~~“estimates,"” ~~"expect~~“could,"” ~~"believe~~“possibly,"” ~~"anticipate~~“probably,"” ~~"estimate~~anticipates,"” ~~"approximate"~~“projects,” or“expects,” ~~"continue~~“may,"” “will,” or ~~the~~“should,” ~~negative thereof.~~or Weother ~~intend~~variations ~~that~~or ~~such~~similar ~~forward-looking~~words. ~~statements~~No assurances can be ~~subject~~given tothat the ~~safe harbors~~future ~~for~~results ~~such~~anticipated ~~statements.~~by Wethe ~~wish to caution readers not to place undue reliance on any such~~ forward-looking statements, ~~which~~will ~~speak~~be ~~only as of the date made~~achieved. ~~Any~~ ~~forward~~Forward-looking statements ~~represent~~reflect management'’s ~~best~~current ~~judgment~~expectations asand ~~to what may~~are ~~occur~~inherently ~~in the future~~uncertain. ~~However,~~Our ~~forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause~~ actual results ~~and~~may ~~events to~~ differ ~~materially~~significantly from ~~historical results of operations~~ ~~and~~management’s ~~events and those presently anticipated or projected~~expectations. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

~~ITEM~~Although 2these 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. ~~MANAGEMENT'S~~Forward-looking ~~DISCUSSION~~statements ~~AND~~are ~~ANALYSIS~~inherently subject OFto ~~FINANCIAL~~risks ~~CONDITION~~and ~~AND~~uncertainties, ~~RESULTS~~many OFof ~~OPERATION~~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.

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

Living Breath Project, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. 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 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.General

~~Following~~Living ~~the~~Breath ~~Merger~~Project, Inc. (the “Company”) ~~adopted~~was incorporated under the laws of the State of Nevada on April 14, 2011 as Dilmax Corp. The Company’s business ~~plan~~original business was on-line distribution of music ~~iBreathe~~for tofitness. ~~provide~~On ~~proprietary~~October ~~and~~1, ~~integrated~~2012, ~~products~~Genie O’Malley acquired 7,000,000 ~~services~~shares of the Company’s common stock, ~~education~~par ~~and~~value $.001 per share (the Common Stock”) from ~~film~~Konstantin ~~that~~Kupert, ~~can~~resulting ~~assist~~in ~~individuals~~a tochange ~~awaken~~of ~~stillness~~control of the Company. Also, ~~direction~~on October 1, ~~health~~2012, Clear Mind Technology Corp., a company owned and ~~all~~controlled by ~~over~~Ms. ~~well-being~~O’Malley, ~~using~~acquired ~~cleansing~~approximately ~~language~~735,000 ~~life.~~shares ~~The~~of the Company’s ~~has~~Common Stock ~~developed~~from ~~its~~twenty-six non-affiliated shareholders. On November 6, 2012, the ~~products~~Company ~~line~~consummated an Agreement and Plan of ~~forty-nine~~Merger (49the “Agreement”) ~~protocols~~with iBreathe, Inc., a Minnesota corporation (“iBreathe”) whereby iBreathe merged with and ~~associated~~into ~~materials,~~the ~~books,~~Company (the “Merger”) in exchange for an aggregate of ~~film~~6,009,898 ~~etc.~~shares ~~which~~(the ~~will~~“Merger beShares”) of the Company’s ~~main~~newly ~~revenue~~issued ~~stream~~shares of common stock, par value $.001 ~~The~~per ~~Company~~share ~~has~~(the ~~also~~Common Stock”). The merger was ~~been~~accounted ~~developing~~for ~~its~~as ~~website,~~a ~~product~~reverse ~~distribution~~merger ~~procedures~~using the purchase method of accounting, with the former shareholders of iBreathe controlling approximately 64% of the issued and ~~social~~outstanding ~~media~~common shares of the Company after the closing of the ~~plan~~transaction. ~~The~~Accordingly, ~~Company~~iBreathe ~~also~~was ~~intends~~deemed to ~~undertake~~be athe ~~global~~acquirer ~~research~~for ~~initiative~~accounting purposes ~~studying~~and the ~~benefits~~financial ofstatements ~~cleansing~~are ~~emotions~~presented ~~individually~~as a continuation of iBreathe and ~~how~~include ~~this~~the ~~process~~results ~~can~~of ~~motivate~~operations ~~change~~of iBreathe since incorporation on December 27, ~~healing~~2005, and ~~support~~the ~~within~~results ~~communities~~of operations of the Company since the date of acquisition on November 6, 2012. ~~The~~Also on November 6, 2012, the Company amended isits anArticles ~~organization~~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 is(a) ~~deeply~~200,000,000 ~~passionate~~shares ~~about~~were designated ~~recidivism~~common stock, ~~those~~par ~~who~~value ~~suffer~~$0.001 ~~within~~per itshare and ~~how~~(b) 10,000,000 were ~~communities~~designated ~~can~~“blank ~~become~~check” ~~free~~preferred ofstock, ~~the~~par ~~financial~~value $0.001 per share, and ~~emotional~~(iii) effected ~~burdens~~a ~~presented~~three-for-one byforward-split ~~recidivism~~of its Common Stock for shareholders of record as of November 6, 2012.

~~Three~~ Following ~~month~~the ~~period~~Merger, ~~ended~~the ~~February~~Company 28adopted the business plan of iBreathe to provide proprietary and integrated products, ~~2013~~services, ~~compared~~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 ~~three~~Company’s ~~month~~main ~~period~~revenue ~~ended~~stream. ~~February~~The 29Company has also been developing its website, product ~~2012~~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.

~~Our~~Three ~~net loss for the three~~ month period ended ~~February~~August 2831, 2013 ~~was $114,742~~ compared to ~~a net loss of $418,753 for~~ the three month period ended ~~February~~August 2931, 2012. ~~During the three month and nine month periods ended February 28, 2013, we did not generate any revenue.~~

~~During~~Our net loss for the three month period ended ~~February~~August 2831, 2013, wewas ~~incurred operating expenses of~~ $~~114~~50,~~742~~490 compared to a net loss of $~~419~~255,~~045~~064 ~~incurred~~for ~~during~~ the three month period ended ~~February~~August 2931, 2012. ~~General~~During ~~and~~the ~~administrative~~three ~~expenses~~months ~~incurred~~ended ~~during~~August ~~the three~~31, ~~month~~2013, ~~period~~we ~~ended~~did ~~February~~not ~~28,~~generate ~~2013~~any ~~were~~revenue. ~~generally~~No revenue ~~related~~generated toin ~~corporate~~3 ~~overhead,~~months ~~financial,~~ended ~~administrative~~August ~~services~~2012 ~~and~~as ~~professional~~well ~~fees.~~

~~Liquidity~~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 ~~Capital~~professional ~~Resources~~fees.

~~Three~~Operating ~~month~~expenses ~~period~~have ~~ended~~and ~~February~~will 28vary from quarter to quarter based on the level of corporate activity, ~~2013~~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.

AsLiquidity of February 28, 2013, our current assets were $26,147 compared to $8,340 in current assets at February 29, 2012. As of February 28, 2013, our current liabilities were $31,922. Current liabilities were comprised of $18,384 in accrued expenses and ~~$13,358~~Capital inResources ~~advances from our former sole officer and director.~~

~~Accumulated~~Three ~~deficit~~month ~~increased~~period ~~from~~ended ~~$5,959,558~~August ~~as of May~~ 31, ~~2012 to $6,143,455 as of February 28,~~ 2013.

~~Cash~~As ~~Flows~~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 ~~Operating~~stockholder ~~Activities~~and $63,874 in accounts payable.

WeThere ~~have~~are ~~not~~no ~~generated~~assurances ~~positive~~that ~~cash~~we ~~flows~~will ~~from~~be ~~operating~~able ~~activities.~~to ~~For~~obtain ~~the~~further ~~nine~~funds ~~month~~required ~~period~~for ~~ended~~continued ~~February~~operations. ~~28,~~We ~~2013,~~are ~~net~~pursuing ~~cash~~various ~~flows~~financing ~~used~~alternatives into ~~operating~~meet ~~activities~~immediate ~~was~~and ~~$162,022~~long-term ~~consisting~~financial ofrequirements. aThere ~~net~~can ~~loss~~be ofno ~~$183,897,~~assurance ~~decrease~~that ~~in prepaid~~additional ~~expenses~~financing ofwill ~~$2,150,~~be ~~depreciation~~available ofto $1us when needed or,~~341~~ ~~and~~if ~~increase~~available, inthat ~~accrued~~it ~~expenses~~could ofbe ~~$18,384~~obtained on commercially reasonable terms. ~~Net~~If ~~cash~~we ~~flows~~are ~~used~~not inable ~~operating~~to ~~activities~~commence ~~was~~revenue ~~$2,289,835~~producing ~~for~~operations ~~the~~or ~~period~~obtain ~~from~~the ~~Inception~~additional financing on ~~December~~a 27timely basis, ~~2005~~we will not be able to ~~February~~continue ~~28,~~with ~~2013~~our ~~consisting mostly~~business ofplan ~~accumulated~~or ~~losses~~meet ~~net~~our ofobligations ~~stock~~as ~~compensation~~they come due.

Cash Flows from ~~Financing~~Operating Activities

We have ~~financed~~not ~~our~~generated ~~operations~~positive ~~primarily~~cash flows from ~~either~~operating ~~advancements or the issuance of equity and debt instruments~~activities. For the ~~nine~~three month period ended ~~February~~August 2831, 2013, net cash ~~provided~~flows byused ~~financing~~in operating activities was $~~188~~44,~~169~~928 consisting ~~mostly~~of ~~from~~a net loss of $50,490, depreciation of $243, ~~the~~increase ~~sale~~in accounts payable of ~~capital~~$43,019, ~~stock~~and decrease in ~~fiscal~~accrued ~~2013~~expenses of $37,700. ~~For~~ Net cash flows used in operating activities was $1,363,595 for the period from Inception on December 27, 2005 to ~~February~~August 2831, 2013 ~~net~~consisting ~~cash~~mostly ~~provided~~of byaccumulated ~~financing~~losses ~~activities~~net ~~was $2,324,322 consisting mainly~~ of ~~proceeds~~changes ~~from~~in ~~the~~operating ~~sale~~assets ofand ~~capital stock~~liabilities.

~~Plan~~Cash ofFlows ~~Operation~~from ~~and~~Financing ~~Funding~~Activities

We ~~expect~~have ~~that~~financed ~~working~~our ~~capital~~operations ~~requirements~~primarily ~~will~~from ~~continue~~either toadvancements beor ~~funded~~the ~~through~~issuance aof ~~combination~~equity ofand ~~our~~debt ~~existing~~instruments. ~~funds~~For ~~and~~the ~~further~~three ~~issuances~~month ofperiod ~~securities~~ended August 31, 2013 net cash provided by financing activities was $38,500 consisting mostly from deposits from stockholder. For ~~Our~~the ~~working~~period ~~capital~~from ~~requirements~~Inception ~~are~~on ~~expected~~December 27, 2005 to ~~increase~~August in31, ~~line~~2013 ~~with~~net cash provided by financing activities was $1,370.190 consisting mainly of proceeds from the ~~growth~~sale of ~~our~~capital stock and capital ~~business~~contributions.

~~Existing~~Plan ~~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~~Operation ~~or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity~~ and ~~debt~~Funding 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~~We ~~Sheet~~expect ~~Arrangements~~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.

AsExisting ofworking 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 ~~this~~the ~~Quarterly~~private ~~Report~~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 doexpect ~~not~~we ~~have~~will ~~any~~need ~~off~~to raise additional capital and generate revenues to meet long-~~balance~~term ~~sheet~~operating ~~arrangements~~requirements. ~~that~~Additional ~~have~~issuances of equity or ~~are~~convertible ~~reasonably~~debt ~~likely~~securities will result in dilution to our current shareholders. Further, such securities might have arights, ~~current~~preferences or ~~future~~privileges ~~effect~~senior onto our ~~financial~~common ~~condition~~stock. Additional financing may not be available upon acceptable terms, ~~changes~~or inat ~~financial~~all. ~~condition~~If adequate funds are not available or are not available on acceptable terms, ~~revenues~~we may not be able to take advantage of prospective new business endeavors or ~~expenses~~opportunities, which could significantly and materially restrict our business operations. We will have to raise ~~results~~additional offunds in the next twelve months in order to sustain and expand our operations,. ~~liquidity,~~We ~~capital~~currently ~~expenditures~~do ornot ~~capital~~have ~~resources~~a specific plan of how we will obtain such funding; however, we anticipate that ~~are~~additional ~~material~~funding will be in the form of equity financing from the sale of our common stock. We have and will continue to ~~investors~~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 ~~February~~August 2831, 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 ~~February~~August 2831, 2013 that has materially affected, or is ~~reasonably~~ 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

~~From December 3, 2012 through February 14, 2013, the Company sold 145,919 shares of its common stock for cash at the price of $1~~None.00 ~~per share for the total cash proceeds of $145,919.~~

The sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated there under. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Effective~~Not ~~April 18, 2013, the Company rescinded a licensing agreement with O’Malley Lifestyle, Inc~~applicable. ~~a company controlled by Genie O’Malley, the Company’s sole officer and director. The Company determined it did not require rights the agreement intended to license to the Company.~~

ITEM 6. EXHIBITS

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer (1)
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of Chief Financial Officer (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

(a) Exhibit index.

(1)	Included in Exhibit 31.1
(2)	Included in Exhibit 32.1
(3)	Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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: April 19, 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)

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)

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