---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 November 30, 2012

[   ] 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]     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 March 1, 2013 was 28,334,694.

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LIVING BREATH PROJECT, INC.TABLE OF CONTENTS

|Part
      1   | FINANCIAL
      INFORMATION                                                                 |   
|-------------- | ------------------------------------------------------------------------------------------- | --
|Item
      1.  | Financial
      Statements                                                                  | 3 
|               | Balance
      Sheets                                                                        | 3 
|               | Statements
      of Operations                                                              | 4 
|               | Statements
      of Cash Flows                                                              | 5 
|               | Notes
      to Unaudited Financial Statements                                               | 6 
|Item
      2.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations | 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

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Living Breath Project, Inc.
  (fka Dilmax Corp)
  (A Development Stage Company)
  Consolidated Balance Sheets

|                                                                                                                                                                   |   | November 30, 2012 |   |   | May
      31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------- | - | - | ------------------ | -
|                                                                                                                                                                   |   | (Unaudited)       |   |   | (Unaudited)        |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|ASSETS                                                                                                                                                             |   |                   |   |   |                    |  
|CURRENT ASSETS:                                                                                                                                                    |   |                   |   |   |                    |  
|Cash                                                                                                                                                               | $ | 1,744             |   | $ | 8,452              |  
|Prepayments and other current assets                                                                                                                               |   | -                 |   |   | 4,000              |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total Current Assets                                                                                                                                               |   | 1,744             |   |   | 12,452             |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|PROPERTY AND EQUIPMENT                                                                                                                                             |   |                   |   |   |                    |  
|Property and equipment                                                                                                                                             |   | 8,340             |   |   | -                  |  
|Accumulated depreciation                                                                                                                                           |   | (894              | ) |   | -                  |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|PROPERTY AND EQUIPMENT,
      net                                                                                                                                  |   | 7,446             |   |   | -                  |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|PATENT                                                                                                                                                             |   |                   |   |   |                    |  
|Patent                                                                                                                                                             |   | -                 |   |   |                    |  
|Accumulated amortization                                                                                                                                           |   | -                 |   |   | -                  |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|PATENT, net                                                                                                                                                        |   | -                 |   |   | -                  |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total
      Assets                                                                                                                                                 | $ | 9,190             |   | $ | 12,452             |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                     |   |                   |   |   |                    |  
|CURRENT LIABILITIES:                                                                                                                                               |   |                   |   |   |                    |  
|Accrued expenses and other current liabilities                                                                                                                     | $ | 25,493            |   | $ | 200                |  
|Advances from stockholders                                                                                                                                         |   | 13,650            |   |   | 9,150              |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total
      Current Liabilities                                                                                                                                    |   | 39,143            |   |   | 9,350              |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total
      Liabilities                                                                                                                                            |   | 39,143            |   |   | 9,350              |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|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; 
                 28,334,694
      and 28,208,694 shares issued and outstanding, respectively |   | 28,335            |   |   | 28,209             |  
|Additional paid-in capital                                                                                                                                         |   | 5,970,425         |   |   | 5,934,451          |  
|Deficit accumulated during
      the development stage                                                                                                             |   | (6,028,713        | ) |   | (5,959,558         | )
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total
      Stockholders' Equity (Deficit)                                                                                                                         |   | (29,953           | ) |   | 3,102              |  
|                                                                                                                                                                   |   |                   |   |   |                    |  
|Total Liabilities and Stockholders' Equity (Deficit)                                                                                                               | $ | 9,190             |   | $ | 12,452             |  

See accompanying notes to the consolidated
  financial statements.

F-2

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

|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   | For the Period from |  
|--------------------------------------------------------------- | - | ------------------ | - | - | -------------------- | - | - | ------------------ | - | - | -------------------- | - | - | ------------------- | -
|                                                                |   | For the Six Months |   |   | For the Three Months |   |   | For the Six Months |   |   | For the Three Months |   |   | December 27, 2005   |  
|                                                                |   | Ended              |   |   | Ended                |   |   | Ended              |   |   | Ended                |   |   | (inception) through |  
|                                                                |   | November 30, 2012  |   |   | November 30, 2012    |   |   | November 30, 2011  |   |   | November 30, 2011    |   |   | November 30, 2012   |  
|                                                                |   | (Unaudited)        |   |   | (Unaudited)          |   |   | (Unaudited)        |   |   | (Unaudited)          |   |   | (Unaudited)         |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Net Revenues                                                    | $ | -                  |   | $ | -                    |   | $ | 1,596              |   | $ | 798                  |   | $ | 279,580             |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Cost of Goods Sold                                              |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | 139,897             |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Gross Margin                                                    |   | -                  |   |   | -                    |   |   | 1,596              |   |   | 798                  |   |   | 139,683             |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Operating Expenses                                              |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Professional fees                                               |   | 51,993             |   |   | 51,993               |   |   | -                  |   |   | -                    |   | $ | 849,327             |  
|Salary and wages - officers                                     |   | 10,762             |   |   | 10,762               |   |   | -                  |   |   | -                    |   |   | 14,262              |  
|Stock compensation                                              |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | 3,831,745           |  
|General and administrative expenses                             |   | 6,400              |   |   | 6,400                |   |   | 32,635             |   |   | 16,317               |   |   | 1,473,062           |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Total operating
      expenses                                  |   | 69,155             |   |   | 69,155               |   |   | 32,635             |   |   | 16,317               |   |   | 6,168,396           |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Loss from Operations                                            |   | (69,155            | ) |   | (69,155              | ) |   | (31,039            | ) |   | (15,519              | ) |   | (6,028,713          | )
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Other (Income) Loss                                             |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Interest income                                                 |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | -                   |  
|Interest expense                                                |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | -                   |  
|Other (income) expense                                          |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | -                   |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Other (income) expense,
      net                               |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | -                   |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Loss before Income Tax Provision                                |   | (69,155            | ) |   | (69,155              | ) |   | (31,039            | ) |   | (15,519              | ) |   | (6,028,713          | )
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Income Tax Provision                                            |   | -                  |   |   | -                    |   |   | -                  |   |   | -                    |   |   | -                   |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Net Loss                                                        | $ | (69,155            | ) | $ | (69,155              | ) | $ | (31,039            | ) | $ | (15,519              | ) | $ | (6,028,713          | )
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Net Loss per Common Share      - Basic and
      Diluted        | $ | (0.01              | ) | $ | (0.00                | ) | $ | (0.00              | ) | $ | (0.00                | ) |   |                     |  
|                                                                |   |                    |   |   |                      |   |   |                    |   |   |                      |   |   |                     |  
|Weighted average common shares outstanding: - basic and diluted |   | 12,374,809         |   |   | 14,466,253           |   |   | 8,292,858          |   |   | 8,195,901            |   |   |                     |  

Seeaccompanyingnotes to theconsolidatedfinancialstatements.

F-3

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Living Breath Project, Inc.
  (fka Dilmax Corp)
  (A Development Stage Company)Consolidated Statement of Stockholders' Equity (Deficit)For the Period from December 27, 2005 (Inception) through
  November 30, 2012(Unaudited)

|                                                                    |  | Common
      Stock, $0.001 Par Value |   |   | Additional |   |   | Deficit Accumulated |   |   | Total             |  
|------------------------------------------------------------------- |  | ------------------------------------ | - | - | ---------- | - | - | ------------------- | - | - | ----------------- | -
|                                                                    |  | Number of                            |   |   |            |   |   | Paid-in             |   |   | During the        |  
|                                                                    |  | Shares                               |   |   | Amount     |   |   | Capital             |   |   | Development Stage |  
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Balance, May 31, 2012                                               |  | 28,208,694                           |   | $ | 28,209     |   | $ | 5,934,451           |   | $ | (5,959,558        | )
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Shares issued in reverse merger acquision on
      November 6, 2012 |  | 18,029,694                           |   |   | 18,030     |   |   | 5,991,868           |   |   | -                 |  
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Reverse acqusition adjustment                                       |  | (17,903,694                          | ) |   | (17,904    | ) |   | (5,956,144          | ) |   | -                 |  
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Capital Contribution                                                |  |                                      |   |   |            |   |   | 250                 |   |   | -                 |  
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Net
      loss                                                      |  |                                      |   |   |            |   |   |                     |   |   | (69,155           | )
|                                                                    |  |                                      |   |   |            |   |   |                     |   |   |                   |  
|Balance, November 30, 2012                                          |  | 28,334,694                           |   | $ | 28,335     |   | $ | 5,970,425           |   | $ | (6,028,713        | )

Seeaccompanyingnotes to theconsolidatedfinancialstatements.

F-4

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Living Breath Project, Inc.
  (A Development Stage Company)Consolidated Statements of Cash Flows

|                                                                                 |   |                    |   |   |                    |   |   | For the Period from |  
|-------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------- | -
|                                                                                 |   | For the Six Months |   |   | For the Six Months |   |   | December 27, 2005   |  
|                                                                                 |   | Ended              |   |   | Ended              |   |   | (inception) through |  
|                                                                                 |   | November 30, 2012  |   |   | November 30, 2011  |   |   | November 30, 2012   |  
|                                                                                 |   | (Unaudited)        |   |   | (Unaudited)        |   |   | (Unaudited)         |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |   |                    |   |   |                    |   |   |                     |  
|Net loss                                                                         | $ | (69,155            | ) | $ | (31,039            | ) | $ | (6,028,713          | )
|                                                                                 |   | -                  |   |   |                    |   |   |                     |  
|Adjustments to reconcile net loss to net cash used in operating
      activities |   |                    |   |   |                    |   |   |                     |  
|Imputed Interest                                                                 |   | -                  |   |   | -                  |   |   | -                   |  
|Depreciation
      expense                                                       |   | 894                |   |   | -                  |   |   | 894                 |  
|Stock compensation                                                               |   | -                  |   |   | -                  |   |   | 3,831,745           |  
|Changes in operating assets
      and liabilities:                               |   |                    |   |   |                    |   |   |                     |  
|Prepayments and other current
      assets                                       |   | 2,150              |   |   | -                  |   |   | 2,150               |  
|Accounts
      payable                                                           |   |                    |   |   | -                  |   |   | -                   |  
|Accrued expenses and other
      current liabilities                             |   | 25,493             |   |   | -                  |   |   | 25,493              |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Net cash used in operating activities                                            |   | (40,618            | ) |   | (31,039            | ) |   | (2,167,996          | )
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |   |                    |   |   |                    |   |   |                     |  
|Purchases
      of property and equipment                                        |   | (8,340             | ) |   | -                  |   |   | (8,340              | )
|Proceeds from disposal of
      property and equipment                           |   | -                  |   |   |                    |   |   | -                   |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Net cash used in investing activities                                            |   | (8,340             | ) |   | -                  |   |   | (8,340              | )
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |   |                    |   |   |                    |   |   |                     |  
|Cash acquired
      in acquisition                                               |   | 112                |   |   | 21,717             |   |   | 112                 |  
|Proceeds from sale of common
      stock                                         |   | -                  |   |   | -                  |   |   | -                   |  
|Capital
      contribution                                                       |   | 42,250             |   |   | 31,228             |   |   | 2,177,968           |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Net cash provided by financing
      activities                                  |   | 42,362             |   |   | 52,945             |   |   | 2,178,080           |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Net change in cash                                                               |   | (6,596             | ) |   | 21,906             |   |   | 1,744               |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Cash at beginning of the
      period                                            |   | 8,340              |   |   | -                  |   |   | -                   |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Cash at end of the period                                                        | $ | 1,744              |   | $ | 21,906             |   | $ | 1,744               |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                               |   |                    |   |   |                    |   |   |                     |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Interest
      paid                                                              | $ | -                  |   | $ | -                  |   | $ | -                   |  
|                                                                                 |   |                    |   |   |                    |   |   |                     |  
|Income tax
      paid                                                            | $ | -                  |   | $ | -                  |   | $ | -                   |  

See accompanying notes to the consolidated financial statements.

F-5

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LIVING BREATH PROJECT, INC.

Notes to Financial Statements November 30, 2012

NOTE 1- ORGANIZATION AND BUSINESS OPERATIONS

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 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). 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.

In connection with the Merger, the Company entered into an
exclusive licensing agreement with OMalley Lifestyle, Inc. a holding company
and provider of services of online, social media, marketing, education and
products developed by Genie OMalley, the Companys sole officer and director
(OML). Following the Merger, the Company adopted the business plan of iBreathe
and OML 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 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. An organization is deeply passionate about
recidivism, those that suffer within it and how communities can become free of
the financial and emotional burdens presented by recidivism.

iBreathe, Inc.

iBreathe, Inc, a development stage company (Predecessor) was
incorporated on December 27, 2005 in the state of Delaware. On July 9, 2008, it
merged with iBreathe, Inc., a Minnesota corporation.

The Company is in the development stage as defined under
Accounting Codification Standard, Development Stage Entities (ASC-915). The
Company has generated 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 November 30, 2012 the
Company has accumulated losses of $6,028,713.

NOTE 2 - GOING CONCERN

The 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 $6,028,713 as of November 30, 2012 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.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America 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.

Development Stage Company

The Company is considered a development stage company, having limited operating revenues during the period presented, as defined by Accounting Standards Codification ASC 915-205 "Development-Stage Entities". ASC 915-205 requires
companies to report their operations, shareholders equity and cash flows since inception through the date that revenues are generated from management's intended operations, among other things.

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 November 30, 2012 the Company's bank deposits did not exceed the insured amounts. The Company had $1,744 in cash at November 30, 2012 in its bank account.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP 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.

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825
establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level
of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:

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Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for
identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by,
observable market data.

Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company's financial
instruments consist principally of cash and amounts due to related parties. Pursuant to ASC 820 and 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical
assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Stock-based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based
compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting
period of the award.

Income Taxes

Income 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.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.

Basic and Diluted Net Loss per Share

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.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.

Fiscal Periods

The Company's fiscal year end is May 31.

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Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, "Comprehensive Income (Topic 220): Presentation of Comprehensive Income", which is effective for annual reporting periods
beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in
stockholders' equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the
prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and
comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs", which is effective for annual reporting periods
beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements,
quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an
entity's use of a nonfinancial asset that is different from the asset's highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the
fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012.
The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

Restructuring is a Troubled Debt Restructuring". This amendment explains which modifications constitute troubled debt restructurings ("TDR"). Under the new guidance, the definition of a troubled debt restructuring remains
essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies
retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 "Intangibles—Goodwill and Other: Testing Goodwill for Impairment" ("ASU 2011-08"). This Update is to simplify how public and nonpublic
entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for
determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines
that it is more likely than not that its fair value is less than its carrying amount. The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11 "Balance Sheet: Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"). This Update requires an entity to disclose information
about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that
prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and
interim periods within those annual periods.

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In July 2012, the FASB issued the FASB Accounting Standards Update No. 2012-02 "Intangibles—Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment" ("ASU 2012-02").  This Update is
intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. This guidance builds upon the guidance in ASU 2011-08, entitled Testing Goodwill for Impairment. ASU 2011-08 was issued on
September 15, 2011, and feedback from stakeholders during the exposure period related to the goodwill impairment testing guidance was that the guidance also would be helpful in impairment testing for intangible assets other than goodwill. The
revised standard allows an entity the option to first assess qualitatively whether it is more likely than not (that is, a likelihood of more than 50 percent) that an indefinite-lived intangible asset is impaired, thus necessitating that it perform
the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset
is impaired.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other
new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 - STOCKHOLDERS' EQUITY

The authorized capital of the Company is 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. On May 10, 2011 the Company issued 2,700,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $2,700 to the Company's founder.

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

On November 6, 2012, the Company issued of 6,009,898 shares of Common Stock in connection it merger with iBreathe, Inc., a Minnesota corporation.

On November 6, 2012, the Company authorized 3-for-1 forward stock split.

As of November 30, 2012, the Company had 28,334,694 shares of common stock issued and outstanding on a post-split basis.

NOTE 5 - RELATED PARTY TRANSACTONS

On May 10, 2011, a Director purchased 2,700,000 shares of common stock at a price of $0.001 per share for cash of $2,700.

The Director loaned $13,650 to the Company to pay for business expenses relating to banking and incorporation fees. This loan is non-interest bearing, due upon demand and unsecured. Imputed interest of $165 charged to additional paid in
capital.

NOTE 6- INCOME TAXES

As of November 30, 2012, the Company had net operating loss carry forwards of $6,028,713 that may be available to reduce future years' taxable income through 2032. 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.

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NOTE 7 - PREPAID EXPENSES

On November 2011, the Company prepaid $8,000 to a third party for a service period of a year. As of August 31, 2012, the Company amortized a total of $5,850 and the remaining $2,150 is recorded as prepaid to be applied to future period.
  For the three month period ended November 30, 2012, the Company amortized total of $2,150.

NOTE 8 - SUBSEQUENT EVENT

The Company has evaluated all events that occur 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 no reportable
subsequent events to be disclosed.

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FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or
current facts are "forward-looking statements" made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section
21E of the Securities Exchange Act of 1934. These statements often can be
identified by the use of terms such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "approximate" or "continue," or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors
for such statements. We wish to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. 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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

General

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 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). 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 October 11,
2012.

In connection with the Merger, the Company entered into an
exclusive licensing agreement with OMalley Lifestyle, Inc. a holding company
and provider of services of online, social media, marketing, education and
products developed by Genie OMalley, the Companys sole officer and director
(OML). Following the Merger, the Company adopted the business plan of iBreathe
and OML 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 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. An organization deeply passionate about recidivism,
those that suffer within it and how communities can become free of the financial
and emotional burdens presented by recidivism.

Three month period ended November 30, 2012 compare to the
three month period ended August 31, 2011.

Our net loss for the three month period ended November 30, 2012
was $69,155 compared to a net loss of $15,519 for the three month period ended
November 30, 2011. During the three month period ended November 30, 2012, we did
not generate any revenue.

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During the three month period ended November 30, 2012, we
incurred operating expenses of $69,155 compared to $16,317 incurred during the
three month period ended August 31, 2011. General and administrative expenses
incurred during the three month period ended November 30, 2012 were generally
related to corporate overhead, financial, administrative services and
professional.

The weighted average number of shares outstanding was
14,466,253 for the three month period ended November 30, 2012.

Liquidity and Capital Resources

Three month period ended November 30, 2012

As of November 30, 2012, our current assets were $9,190
compared to $12,452 in current assets at May 31, 2012. As of November 30, 2012,
current assets were comprised of $1,744 in cash and $7,446 in property &
equipment, net of depreciation. As of November 30, 2012, our current liabilities
were $39,143. Current liabilities were comprised of $25,493 in accrued expenses
and $13,650 in advances from director.

Stockholders deficit (increased) from $5,959,558 as of May 31,
2012 to $6,028,713 as of November 30, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating
activities. For the six month period ended November 30, 2012, net cash flows
used in operating activities was $40,618 consisting of a net loss of $69,155,
decrease in prepaid expenses of $2,150, depreciation of $894 and increase in
accrued expenses of $25,493. Net cash flows used in operating activities was
$2,167,996 for the period from Inception on December 27, 2005 to November 30,
2012.

Cash Flows from Financing Activities

We have financed our operations primarily from either
advancements or the issuance of equity and debt instruments. For the six month
period ended November 30, 2012 net cash provided by financing activities was
$42,362, received from capital contributions. For the period from Inception on
December 27, 2005 to November 30, 2012 net cash provided by financing activities
was $2,178,080 received from 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 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.

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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 November 30, 2012. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were ineffective 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 change in
our internal control over financial reporting during the three-month period
ended November 30, 2012 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.

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

On November 6, 2012, the Company issued of 6,009,898 shares of
Common Stock in connection it merger with iBreathe, Inc., a Minnesota
corporation.

On November 6, 2012, the Company effectuated 3-for-1 forward
stock split.

The securities described above were offered and sold in
reliance upon exemptions from registration pursuant to Section 4(2) under the
Securities Act and Rule 506 of Regulation D promulgated thereunder. The
agreements executed in connection with this sale contain representations to
support the Registrants reasonable belief that the Investor had access to
information concerning the Registrants operations and financial condition, the
Investor acquired the securities for their own account and not with a view to
the distribution thereof in the absence of an effective registration statement
or an applicable exemption from registration, and that the Investor are
sophisticated within the meaning of Section 4(2) of the Securities Act and are
accredited investors (as defined by Rule 501 under the Securities Act). In
addition, the issuances did not involve any public offering; the Registrant made
no solicitation in connection with the sale other than communications with the
Investor; the Registrant obtained representations from the Investor regarding
their investment intent, experience and sophistication; and the Investor either
received or had access to adequate information about the Registrant in order to
make an informed investment decision.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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.



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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: March 1, 2013
      By:
      /s/
      *Genie OMalley*Name:
      Genie OMalleyTitle:
      President, Chief ExecutiveOfficer, Chief Financial Officer,Secretary and Treasurer(Principal Executive Officer andPrincipal Financial Officer)


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