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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED May 31, 2013

333-175525Commission File Number

LIVING BREATH PROJECT, INC.(Name of Business Issuer in Its Charter)

|Nevada                                                               | 99-0365611                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

2360 Corporate Circle Suite 400, Henderson, Nevada,
89074(Address of principal executive offices)

800-422-0691(Issuer's telephone
number, including area code)

Securities Registered Pursuant To Section 12(b) of the Act:
None

|Securities Registered Pursuant To Section 12(g) of the Act: | Common Stock, par value $0.001 per share
|----------------------------------------------------------- | ----------------------------------------
|                                                            | (Title of Class)                        

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]     No [X]

Indicate by a check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ 
 ]     No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]     No
[   ]

Indicate by checkmark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§229.405 of this chapter) during the preceding 12 months ( or for such
shorter period that the registrant was required to submit and post such files.
Yes [X]     No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

i

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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, or smaller reporting company in Rule 12b-2 of the Exchange Act (check
one):

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


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

As of September 27, 2013, there were 35,942,913 shares of
common stock of the registrant issued and outstanding.

The aggregate market value of voting common stock held by
non-affiliates of the registrant as of November 30, 2012, was $0.00.

ii

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TABLE OF CONTENTS

|PART
      I     | 1                                                                                                                           
|---------------- | ----------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                             
|Item
      1.    | Business                                                                                                                    
|Item
      1A    | Risk
      Factors                                                                                                          
|Item
      1B    | Unresolved
      Staff Comments                                                                                             
|Item
      2.    | Properties                                                                                                                  
|Item
      3.    | Legal
      Proceedings                                                                                                     
|Item
      4.    | Mine
      Safety Disclosures                                                                                               
|                 |                                                                                                                             
|PART
      II    | 9                                                                                                                           
|                 |                                                                                                                             
|Item
      5.    | Market
      for the Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
|Item
      6.    | Selected
      Financial Data                                                                                               
|Item
      7.    | Managements
      Discussion and Analysis of Plan of Operation and Results of Operations                                   
|Item
      7A    | Quantitative
      and Qualitative Disclosures About Market Risk                                                            
|Item
      8.    | Financial
      Statements and Supplementary Data                                                                           
|Item
      9.    | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure                            
|Item
      9A(T) | Controls
      and Procedures                                                                                               
|Item
      9B.   | Other
      Information                                                                                                     
|                 |                                                                                                                             
|PART
      III   | 16                                                                                                                          
|                 |                                                                                                                             
|Item
      10.   | Directors,
      Executive Officers, Promoters and Corporate Governance.                                                    
|Item
      11.   | Executive
      Compensation                                                                                                
|Item
      12.   | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters                  
|Item
      13.   | Certain
      Relationships and Related Transactions and Director Independence                                              
|Item
      14.   | Principal
      Accountant Fees and Services                                                                                
|                 |                                                                                                                             
|PART
      IV    | 19                                                                                                                          
|                 |                                                                                                                             
|Item
      15.   | Exhibits,
      Financial Statement Schedules                                                                               
|                 |                                                                                                                             
|SIGNATURES       | 20                                                                                                                          

iii

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PART I

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

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

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

References in this Annual Report on Form 10-K (the Annual
Report) to we, us, our, Registrant, the Company, Living Breath mean
Living Breath Project, Inc. and our subsidiaries, unless the context otherwise
requires.

ITEM I: BUSINESS

Corporate History

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 $.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 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. 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. Effective April 18,
2013, the Company rescinded the licensing agreement with OMalley Lifestyle,
Inc. as the Company determined it did not require rights the agreement intended
to license to the Company.

******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) effect a three-for-one
forward-split of its Common Stock for shareholders of record as of November 6,
2012.

******Following the Merger, the Company adopted the business plan of
iBreathe to provide proprietary and integrated products, services, education and
film that can assist individuals to awaken stillness, direction, health and all
over well-being using cleansing language 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.

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Company Overview

******Living Breath Project, Inc. (LBP) is an innovative lifestyle
company that focuses on delivering its unique and proprietary emotional wellness
process, called the Living Breath Emotional Brain Technology. The companys
pioneering product is its three-step process that combines self-analysis,
breath, and language and has been developed, tested, and delivered in four key
markets as products, education, film, and services that are today recognized as
the Living Breath Series. Living Breath Project is the proprietary services,
education, and holding company of the Living Breath Series pioneered by the
companys founder, Genie OMalley.

****** 
Through the LBP Emotional Brain Technology, lifestyle enhancement products,
training and education, the Living Breath Project aims to assist in dropping the
high rates of drug addiction that break the prosperity and potential of
communities. It aims to reunite and cleanse families from the language of
addiction and incarceration, as well as re-educate communities on bridging the
gap that is created through the brokenness of addiction. In the past four years,
Living Breath Project has completed community case studies under the name Clear
Mind Experience, Clear Mind System, and Clear Mind Healthy Planet. During these
case studies, community incubators were set up where Genie OMalley and members
of her staff immersed themselves in communities to create incubators to study
heroin addiction, opioid addiction, stress, anxiety, ADHD, PTSD, ADD, violence
and depression protocols within the community. Participants had full access to
Ms. OMalley and her staff during this research initiative. It was a vital part
of the research initiative as Living Breath Project gained valuable knowledge
and insight into the causes of the breakdown of communities and how we can
assess participants in order for a community to support their healing into
emotional wellness.

******    
Living Breath Project (LBP), has been developing a Global Community Research
Initiative that is aimed to provide neuroscience with various studies on the
benefits of dissolving unconscious language from within the emotional brain that
engages us in behaviors that can be self-destructive to ourselves and our
communities as a whole. The Living Breath Emotional Brain Technology In-Home
Programs are the daily in-home practice which allow participants to become free
of conditions, obstacles and limitations that are created through depression,
anxiety, addiction, stress, breakdowns within relationships, loss, abuse,
trauma, and fears that play out in daily life.

Website

Our website address is www.livingbreathproject.com.

******We intend to make available through our website, all of our
filings with the Commission and all amendments to these reports as soon as
reasonably practicable after filing, by providing a hyperlink to the EDGAR
website containing our reports.

Available Information

The Company is required to file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission (SEC). Investors may read and copy any document that the Company
files, including this Annual Report on Form 10-K, at the SECs Public Reference
Room at 450 F Street, N.W., Washington, DC 20549. Investors may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the SEC, from
which investors can electronically access the Companys SEC filings.

Our Information

******     Our
registered offices are currently located at 2360 Corporate Circle Suite 400,
Henderson, Nevada, 89074 and our telephone number is (800) 422-0691. We can be
contacted by email at info@livingbreathproject.com.

ITEM1A. RISK FACTORS

Our business, financial condition, operating results and
prospects are subject to the following risks. Additional risks and uncertainties
not presently foreseeable to us may also impair our business operations. If any
of the following risks actually occurs, our business, financial condition or
operating results could be materially adversely affected. In such case, the
trading price of our common stock could decline, and our stockholders may lose
all or part of their investment in the shares of our common stock.

2

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This Form 10-K contains forward-looking statements that involve
risks and uncertainties. These statements can be identified by the use of
forward-looking terminology such as believes, expects, intends, plans,
may, will, should, or anticipation or the negative thereof or other
variations thereon or comparable terminology. Actual results could differ
materially from those discussed in the forward- looking statements as a result
of certain factors, including those set forth below and elsewhere in this Form
10-K.

RISK FACTORS ASSOCIATED WITH OUR BUSINESS

We have inadequate capital and need for additional
financing to accomplish our business and strategic plans.

******    We
have very limited funds, and such funds are not adequate to develop our current
business plan. We believe that for our company to be successful, we will be
required to spend significant sums to market our products. If the sales of our
products do not enable us to meet this need, our ultimate success may depend on
our ability to raise additional capital. In the absence of additional financing
or significant revenues and profits, the Company will have to approach its
business plan from a much different and much more restricted direction,
attempting to secure additional funding sources to fund its growth, borrowing
money from lenders or elsewhere or to take other actions to attempt to provide
funding. We cannot guarantee that we will be able to obtain sufficient
additional funds when needed, or that such funds, if available, will be
obtainable on terms satisfactory to us.

Our limited operating history does not afford investors a
sufficient history on which to base an investment decision.

******We are currently in the early stages of developing our business.
There can be no assurance that at this time that we will operate profitably or
will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently
encountered by early stage companies, particularly in rapidly evolving and
changing markets. Such risks include the following:

- the nature of our competition and our ability to effectively market the
  Companys products and services;
- ability to effectively manage expanding operations; amount and timing of
  operating costs and capital expenditures relating to expansion of our
  business, operations, and infrastructure; and
- dependence upon key personnel to market and sell our products and services
  and the loss of one of our key managers may adversely affect the marketing of
  our services.

******     We
cannot be certain that our business strategy will be successful or that we will
successfully address these risks. In the event that we do not successfully
address these risks, our business, prospects, financial condition, and results
of operations could be materially and adversely affected and we may not have the
resources to continue or expand our business operations.

Because our auditors have issued a going concern opinion,
there is substantial doubt about our ability to continue as a going concern.

******    Our
report from our independent registered public accounting firm for the year ended
May 31, 2013 includes an explanatory paragraph stating that our recurring losses
from operations and negative cash flows raise substantial doubt about our
ability to continue as a going concern. If we are unable to obtain sufficient
funding, our business, prospects, financial condition and results of operations
will be materially and adversely affected and we may be unable to continue as a
going concern. If we are unable to continue as a going concern, we may have to
liquidate our assets and may receive less than the value at which those assets
are carried on our audited consolidated financial statements, and it is likely
that investors will lose all or a part of their investment. After this offering,
future reports from our independent registered public accounting firm may also
contain statements expressing doubt about our ability to continue as a going
concern. If we seek additional financing to fund our business activities in the
future and there remains doubt about our ability to continue as a going concern,
investors or other financing sources may be unwilling to provide additional
funding on commercially reasonable terms or at all.

We need external funding to sustain and grow our business
and if we cannot find this funding on acceptable terms, we may have to curtail
our operations and we may not be able to implement our business plan which would
reduce our revenues.

******    We
may not be able to generate sufficient revenues from our existing operations to
fund our capital requirements. We will require additional funds to enable us to
operate profitably and grow our business. We believe we will need approximately
$700,000 to $1,000,000 to run our business for the next twelve months.

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******    The
financing we need may not be available on terms acceptable to us or at all. We
currently have no bank borrowings and we may not be able to arrange any debt
financing. Additionally, we may not be able to successfully consummate offerings
of stock or other securities in order to meet our future capital requirements.
If we seek additional equity financing, the issuance of additional shares will
dilute the current interests of our shareholders. We may not be able to obtain
additional funding. If we cannot raise additional capital through issuing stock
or creating debt, we may not be able to sustain or grow our business which may
cause our revenues and stock price to decline.

Recent worldwide and domestic economic trends and
financial market conditions could adversely impact our financial
performance.

******    The
worldwide and domestic economies have experienced adverse conditions and may be
subject to further deterioration for the foreseeable future. We are subject to
risks associated with these adverse conditions, including economic slowdown and
the disruption, volatility and tightening of credit and capital markets. These
macroeconomic developments have and could continue to negatively impact our
business, which depends on the general economic environment and levels of
consumer spending. As a result, we may not be able to maintain our existing
customers or attract new customers, or we may be forced to reduce our service
fees. If the global economic slowdown continues for a significant period or
continues to worsen, our results of operations, financial condition, and cash
flows could be materially adversely affected.

******    There
can be no assurance that market conditions will improve in the near future. A
prolonged downturn, further worsening or broadening of the adverse conditions in
the worldwide and domestic economies could affect consumer spending patterns and
create or exacerbate credit issues, cash flow issues and other financial
hardships for us and our consumers. Depending upon their severity and duration,
these conditions could have a material adverse impact on our business,
liquidity, financial condition and results of operations. We are unable to
predict the likely duration and severity of the current disruption in the
financial markets and the adverse economic conditions in the U.S. and other
markets.

We operate in highly competitive industries, and
competitive pressures could have a material adverse effect on our
business.

******     The
market we operate is very competitive and fragmented. We compete with other
companies offering educational products, self-help services and more traditional
methods of education and training in assisting individuals in improving their
lives.

If we are unable to retain key executives and other key
affiliates, our growth could be significantly inhibited and our business harmed
with a material adverse effect on our business, financial condition and results
of operations.

******     Our
success is attributable in large part to the management, sales and marketing,
and operational and technical expertise of Genie OMalley, our founder, Chief
Executive Officer, Chief Financial Officer, Secretary and Treasurer. Ms.
OMalley performs key functions in the operation of our business. Her loss would
have a material adverse effect upon our business, financial condition, and
results of operations. We do not maintain key-person insurance for members of
our management team because it is cost prohibitive at this point. If we lose the
services of any senior management, we may not be able to locate suitable or
qualified replacements, and may incur additional expenses to recruit and train
new personnel, which could severely disrupt our business and prospects.

******     Our
success in the future may depend on our ability to establish and maintain
strategic alliances, and any failure on our part to establish and maintain such
relationships would adversely affect our market penetration and revenue growth.

Our management team may not be able to successfully
implement our business strategies.

******    If
our management team is unable to execute on its business strategies, then our
development, including the establishment of revenues and our sales and marketing
activities would be materially and adversely affected. In addition, we may
encounter difficulties in effectively managing the budgeting, forecasting and
other process control issues presented by any future growth. We may seek to
augment or replace members of our management team or we may lose key members of
our management team, and we may not be able to attract new management talent
with sufficient skill and experience.

Our financial results may not meet the expectations of
investors and may fluctuate because of many factors and, as a result, investors
should not rely on our revenue and/or financial projections as indicative of
future results.

******     Fluctuations
in operating results or the failure of operating results to meet the
expectations investors may negatively impact the value of our securities.
Operating results may fluctuate due to a variety of factors that could affect
revenues or expenses in any particular quarter. Fluctuations in operating
results could cause the value of our securities to decline. Investors should not
rely on revenue or financial projections or comparisons of results of operations
as an indication of future performance. As a result of the factors listed below, it is possible that in future periods
results of operations may be below the expectations of investors. This could
cause the market price of our securities to decline. Factors that may affect our
quarterly results include:

4

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- delays in sales resulting from potential customer sales cycles;
- variations or inconsistencies in return on investment models and results;
- delays in demonstrating product performance or installations;
- changes in competition; and
- changes or threats of significant changes in legislation or rules or
  standards that would change the drivers for product adoption.

Our strategy may include acquiring companies which may
result in unsuitable acquisitions or failure to successfully integrate acquired
companies, which could lead to reduced profitability.

******    
We may embark on a growth strategy through acquisitions of companies or
operations that complement existing product lines, customers or other
capabilities. We may be unsuccessful in identifying suitable acquisition
candidates, or may be unable to consummate desired acquisitions. To the extent
any future acquisitions are completed, we may be unsuccessful in integrating
acquired companies or their operations, or if integration is more difficult than
anticipated, we may experience disruptions that could have a material adverse
impact on future profitability. Some of the risks that may affect our ability to
integrate, or realize any anticipated benefits from, acquisitions include:

- unexpected losses of key employees or customer of the acquired company;
- difficulties integrating the acquired companys standards, processes,
  procedures and controls;
- difficulties coordinating new product and process development;
- difficulties hiring additional management and other critical personnel;
- difficulties increasing the scope, geographic diversity and complexity of
  our operations;
- difficulties consolidating facilities, transferring processes and know-how;
- difficulties reducing costs of the acquired companys business;
- diversion of managements attention from our management; and
- adverse impacts on retaining existing business relationships with
  customers.

RISKS RELATED TO THE SECURITIES MARKETS AND INVESTMENTS IN
OUR COMMON STOCK

Our Executive Officers and certain stockholders possess
the majority of our voting power, and through this ownership, control our
Company and our corporate actions.

******     Genie
OMalley, our sole executive officer and director, holds approximately 63%
of the voting power of the outstanding shares of Common Stock. These officers
have a controlling influence in determining the outcome of any corporate
transaction or other matters submitted to our stockholders for approval,
including mergers, consolidations and the sale of all or substantially all of
our assets, election of directors, and other significant corporate actions. As
such our executive officers have the power to prevent or cause a change in
control; therefore, without his consent we could be prevented from entering into
transactions that could be beneficial to us. The interests of our executive
officers may give rise to a conflict of interest with the Company and the
Companys shareholders. For additional details concerning voting power please
refer to the section below entitled Description of Securities.

There is a substantial lack of liquidity of our common
stock and volatility risks.

******     Our
common stock is quoted on the OTCQB under the symbol DMAX The liquidity of our
common stock may be very limited and affected by our limited trading market. The
OTCQB market is an inter-dealer market much less regulated than the major
exchanges, and is subject to abuses, volatilities and shorting. There is
currently no broadly followed and established trading market for our common
stock. An established trading market may never develop or be maintained. Active
trading markets generally result in lower price volatility and more efficient
execution of buy and sell orders. Absence of an active trading market reduces
the liquidity of the shares traded.

5

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******    The
trading volume of our common stock may be limited and sporadic. This situation
is attributable to a number of factors, including the fact that we are a small
company which is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or
influence sales volume, and that even if we came to the attention of such
persons, they tend to be risk-averse and would be reluctant to follow an
unproven company such as ours or purchase or recommend the purchase of our
shares until such time as we became more seasoned and viable. As a consequence,
there may be periods of several days or more when trading activity in our shares
is minimal or non-existent, as compared to a seasoned issuer which has a large
and steady volume of trading activity that will generally support continuous
sales without an adverse effect on share price. We cannot give you any assurance
that a broader or more active public trading market for our common stock will
develop or be sustained, or that current trading levels will be sustained. As a
result of such trading activity, the quoted price for our common stock on the
OTCQB may not necessarily be a reliable indicator of our fair market value. In
addition, if our shares of common stock cease to be quoted, holders would find
it more difficult to dispose of or to obtain accurate quotation as to the market
value of, our common stock and as a result, the market value of our common stock
likely would decline.

******The market price for our stock may be volatile and subject to
fluctuations in response to factors, including the following:

- The increased concentration of the ownership of our shares by a limited
  number of affiliated stockholders may limit interest in our securities;
- variations in quarterly operating results from the expectations of
  securities analysts or investors;
- revisions in securities analysts estimates or reductions in security
  analysts coverage;
- announcements of new attractions or services by us or our competitors;
- reductions in the market share of our services;
- announcements by us or our competitors of significant acquisitions,
  strategic partnerships, joint ventures or capital commitments;
- general technological, market or economic trends;
- investor perception of our industry or prospects;
- insider selling or buying;
- investors entering into short sale contracts;
- regulatory developments affecting our industry; and
- additions or departures of key personnel.

******     Many
of these factors are beyond our control and may decrease the market price of our
common stock, regardless of our operating performance. We cannot make any
predictions or projections as to what the prevailing market price for our common
stock will be at any time, including as to whether our common stock will sustain
current market prices, or as to what effect that the sale of shares or the
availability of common stock for sale at any time will have on the prevailing
market price.

Our common stock may never be listed on a major stock
exchange.

******   We
may seek the listing of our common stock on a national or other securities
exchange at some time in the future, assuming that we can satisfy the initial
listing standards for such exchange. We currently do not satisfy the initial
listing standards and cannot ensure that we will be able to satisfy such listing
standards or that our common stock will be accepted for listing on any such
exchange. Should we fail to satisfy the initial listing standards of such
exchanges, or our common stock is otherwise rejected for listing, the trading
price of our common stock could suffer, the trading market for our common stock
may be less liquid, and our common stock price may be subject to increased
volatility.

A decline in the price of our common stock could affect
our ability to raise working capital and adversely impact our ability to
continue operations.

******  A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. A decline in the price of our common stock could be especially
detrimental to our liquidity and our operations. Such reductions may force us to
reallocate funds from other planned uses and may have a significant negative
effect on our business plan and operations, including our ability to develop new
services and continue our current operations. If our common stock price
declines, we can offer no assurance that we will be able to raise additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient capital in the future, we may not be able to
have the resources to continue our normal operations.

Concentrated ownership of our common stock creates a risk
of sudden changes in our common stock price.

6

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******    The
sale by any shareholder of a significant portion of their holdings could have a
material adverse effect on the market price of our common stock.

Sales of our currently issued and outstanding stock may
become freely tradable pursuant to Rule 144 and may dilute the market for your
shares and have a depressive effect on the price of the shares of our common
stock.

******A substantial majority of the outstanding shares of common stock
are restricted securities within the meaning of Rule 144 under the Securities
Act of 1933, as amended (the Securities Act) (Rule 144). As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Securities Act and as required under applicable
state securities laws. Rule 144 provides in essence that a non-affiliate who has
held restricted securities for a period of at least six months may sell their
shares of common stock. Under Rule 144, affiliates who have held restricted
securities for a period of at least six months may, under certain conditions,
sell every three months, in brokerage transactions, a number of shares that does
not exceed the greater of 1% of a companys outstanding shares of common stock
or the average weekly trading volume during the four calendar weeks prior to the
sale (the four calendar week rule does not apply to companies quoted on the
OTCQB). A sale under Rule 144 or under any other exemption from the Securities
Act, if available, or pursuant to subsequent registrations of our shares of
common stock, may have a depressive effect upon the price of our shares of
common stock in any active market that may develop.

If we issue additional shares or derivative securities in
the future, it will result in the dilution of our existing stockholders.

******  Our
Articles of Incorporation authorizes the issuance of up to 200,000,000 shares of
common stock, $0.001 par value per share. Our board of directors may choose to
issue some or all of such shares, or derivative securities to purchase some or
all of such shares, to provide additional financing in the future.

We do not plan to declare or pay any dividends to our
stockholders in the near future.

******We have not declared any dividends in the past, and we do not
intend to distribute dividends in the near future. The declaration, payment and
amount of any future dividends will be made at the discretion of the board of
directors and will depend upon, among other things, the results of operations,
cash flows and financial condition, operating and capital requirements, and
other factors as the board of directors considers relevant. There is no
assurance that future dividends will be paid, and if dividends are paid, there
is no assurance with respect to the amount of any such dividend.

The requirements of being a public company may strain our
resources and distract management.

****** As
a public company, we are subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and the Sarbanes-Oxley
Act of 2002 (the Sarbanes-Oxley Act). These requirements are extensive. The
Exchange Act requires that we file annual, quarterly and current reports with
respect to our business and financial condition. The Sarbanes-Oxley Act requires
that we maintain effective disclosure controls and procedures and internal
controls over financial reporting.

******   We
may incur significant costs associated with our public company reporting
requirements and costs associated with applicable corporate governance
requirements. We expect all of these applicable rules and regulations to
significantly increase our legal and financial compliance costs and to make some
activities more time consuming and costly. This may divert managements
attention from other business concerns, which could have a material adverse
effect on our business, financial condition and results of operations. We also
expect that these applicable rules and regulations may make it more difficult
and more expensive for us to obtain director and officer liability insurance and
we may be required to accept reduced policy limits and coverage or incur
substantially higher costs to obtain the same or similar coverage. As a result,
it may be more difficult for us to attract and retain qualified individuals to
serve on our board of directors or as executive officers. We are currently
evaluating and monitoring developments with respect to these rules, and we
cannot predict or estimate the amount of additional costs we may incur or the
timing of such costs.

If we do not file our quarterly or annual reports with
the SEC, we may be de-listed from the OTCQB.

****** OTCQB
is the middle tier of the OTC market. OTCQB companies report to the SEC or a
U.S. banking regulator, making it easy for investors to identify companies that
are current in their reporting obligations. There are no financial or
qualitative standards to be in this tier. OTCQB securities may also be quoted on
the FINRA BB. The OTCQB allows investors to easily identify reporting companies
traded in the OTC market regardless of where they are quoted.

******  Under
OTCQB rules relating to the timely filing of periodic reports with the SEC, any
OTCQB issuer who fails to file a periodic report (Forms 10-Q or 10-K) by the due
date of such report, period we may be removed from the OTCQB and our common
stock may only be able to be traded on the OTC Pink. The OTC Pink is the bottom
tier of the OTC market  a speculative trading marketplace that helps broker-dealers get the best prices for
investors. Accordingly, our securities may become worthless and we may be forced
to curtail or abandon our business plan.

7

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Persons associated with securities offerings, including
consultants, may be deemed to be broker dealers.

In the event that any of our securities are offered without engaging a
registered broker-dealer, we may face claims for rescission and other remedies.
If any claims or actions were to be brought against us relating to our lack of
compliance with the broker-dealer requirements, we could be subject to
penalties, required to pay fines, make damages payments or settlement payments,
or repurchase such securities. In addition, any claims or actions could force us
to expend significant financial resources to defend our company, could divert
the attention of our management from our core business and could harm our
reputation.

Future changes in financial accounting standards or
practices may cause adverse unexpected financial reporting fluctuations and
affect reported results of operations.

A change in accounting standards or practices can have a significant effect on
our reported results and may even affect our reporting of transactions completed
before the change is effective. New accounting pronouncements and varying
interpretations of accounting pronouncements have occurred and may occur in the
future. Changes to existing rules or the questioning of current practices may
adversely affect our reported financial results or the way we conduct business.

Penny Stock rules may make buying or selling our common
stock difficult.

Trading in our common stock is subject to the penny stock rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer that recommends
our common stock to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchasers written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our common stock, which could severely limit the market price
and liquidity of our common stock.

ITEM 1B: UNRESOLVED STAFF COMMENTS. None.

ITEM 2: PROPERTIES

We neither rent nor own any properties. We utilize the office
space and equipment of our management at no cost. Management estimates such
amounts to be immaterial. We currently have no policy with respect to
investments or interests in real estate, real estate mortgages or securities of,
or interests in, persons primarily engaged in real estate activities.

ITEM 3: LEGAL PROCEEDINGS.

From time to time, we may be involved in claims and suits that
arise in the ordinary course of our business. Although management currently
believes that resolving any such claims against us will not have a material
adverse impact on our business, financial position or results of operations,
these matters are subject to inherent uncertainties and managements view of
these matters may change in the future. Except as disclosed herein, we are not
aware of any material, existing or pending legal proceedings nor are we involved
as a plaintiff in any material proceeding or pending litigation.

ITEM 4: MINE SAFETY DISCLOSURES.

Not applicable.

8

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PARTII

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY RELATED
SHAREHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY
SECURITIES.

The Companys Common Stock is traded on the Over The Counter
Bulletin Board under the symbol DMAX and was first quoted on January 31, 2012.
The table below sets forth the high and low prices for the Companys Common
Stock for the quarters included within the past two fiscal years. Quotations
reflect inter-dealer prices, without retail mark-up, mark-down commission, and
may not represent actual transactions. Since the Company's common stock trades
sporadically, there is not an established active public market for its common
stock. No assurance can be given that an active market will exist for the
Company's common stock and the Company does not expect to declare dividends in
the foreseeable future since the Company intends to utilize its earnings, if
any, to finance its future growth, including possible acquisitions.

|Quarter ended     |   | High |  |   | Low  | 
|----------------- | - | ---- |  | - | ---- | 
|                  |   |      |  |   |      | 
|May 31, 2013      | $ | 0.51 |  | $ | 0.51 | 
|February 28, 2013 | $ | 1.55 |  | $ | 0.51 | 
|November 30, 2012 | $ | 1.50 |  | $ | 1.38 | 
|August 30, 2012   | $ | 0    |  | $ | 0    | 
|May 31, 2012      | $ | 0    |  | $ | 0    | 
|February 29, 2012 | $ | 0    |  | $ | 0    | 
|November 30, 2011 | $ | 0    |  | $ | 0    | 
|August 30, 2011   | $ | 0    |  | $ | 0    | 

Common Stock

Holders of Companys common stock are entitled to one vote per share on each
matter submitted to vote at a meeting of Companys stockholders. Holders of
common stock do not have cumulative voting rights. Stockholders do not have any
preemptive rights or other similar rights to acquire additional shares of
Companys common stock or other securities. Subject to preferences that may be
applicable to any then-outstanding preferred stock, holders of common stock are
entitled to share in all dividends that the board of directors, in its
discretion, declares from legally available funds. In the event of liquidation,
dissolution or winding up, subject to preferences that may be applicable to any
then-outstanding preferred stock, each outstanding share of common stock
entitles its holder to participate ratably in all remaining assets of the
Company that are available for distribution to stockholders after providing for
each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription
rights, and there are no redemption or sinking fund provisions applicable to the
common stock. The rights of the holders of common stock are subject to any
rights that may be fixed for holders of preferred stock, when and if any
preferred stock is authorized and issued.

Preferred Stock

The Company's Amended and Restated Articles of Incorporation authorizes the
issuance of 10,000,000 shares of Blank Check Preferred Stock, par value $0.001
per share, subject to any limitations prescribed by law, without further vote or
action by the stockholders, to issue from time to time shares of preferred stock
in one or more series. Each such series of Preferred Stock shall have such
number of shares, designations, preferences, voting powers, qualifications, and
special or relative rights or privileges as shall be determined by the Company's
board of directors, which may include, among others, dividend rights, voting
rights, liquidation preferences, conversion rights and preemptive rights.

Number of Shareholders.

As of May 31, 2013, a total of 28,642,913 shares of the
Companys common stock were outstanding and held by approximately 30
shareholders of record of our common stock. This figure does not reflect the
persons or entities that hold their stock in nominee or street name through
various brokerage firms. Of this amount, 2,205,000 shares are unrestricted.
These shares may only be sold in accordance with Rule 144. As of May 31, 2013,
there were no warrants and no stock options to purchase the Companys Common
Stock outstanding.

9

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Dividends.

The Company has not paid any cash dividends since its
inception. The Company currently intends to retain any earnings for use in its
business, and therefore does not anticipate paying dividends in the foreseeable
future.

Long-Term Incentive Plans Awards in Last Fiscal Year

None.

Recent Sales of Unregistered Securities.

During the fiscal years ended May 31, 2013, May 31, 2012, and
May 31, 2011, the Company issued the following securities exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) of the
Securities Act. No underwriting or other compensation was paid in connection
with these transactions:

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.

From November 21, 2012 through February 14, 2013, the Company
sold 85,419 shares of its common stock for cash at the price of $1.00 per share
for the total cash proceeds of $85,419.

On November 6, 2012, the Company entered into and consummated
the Agreement and Plan of Share Exchange (the Exchange Agreement) with
iBreathe, Inc., a Minnesota corporation (iBreathe) and the shareholders of
iBreathe. Pursuant to the Exchange Agreement, the Company issued 6,009,898
pre-split shares of Common Stock to acquire all of the outstanding capital stock
of iBreathe.

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

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, ClearMind Experience,
iBreathe properties and related proprietary service technologies, products and
services. At the time of acquisition, OML had no significant assets, liabilities
or operations.

Unless noted above, 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 6:SELECTED FINANCIAL DATA

Not applicable for smaller reporting companies.

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OFOPERATIONS

The Company is including the following cautionary statement in
this Annual Report on Form 10-K to make applicable and utilize the safe harbor
provision of the Private Securities Litigation Reform Act of 1995 regarding any
forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements, which are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and,
accordingly, involve risks and uncertainties, which could cause actual results
or outcomes to differ materially from those expressed in the forward-looking
statements.

10

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The Companys expectations, beliefs and projections are
expressed in good faith and are believed by the Company to have a reasonable
basis, including without limitations, examination of historical operating
trends, data contained in records and other data available from third parties,
but there can be no assurance that the Companys expectations, beliefs or
projections will result, or be achieved, or be accomplished

Overview

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 $.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
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. 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. Effective April 18,
2013, the Company rescinded the licensing agreement with OMalley Lifestyle,
Inc. as the Company determined it did not require rights the agreement intended
to license to the Company.

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

Following the Merger, the Company adopted the business plan of iBreathe to
provide proprietary and integrated products, services, education and film that
can assist individuals to awaken stillness, direction, health and all over
well-being using cleansing language 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.

Living Breath Project, Inc. (LBP) is an innovative lifestyle company that
focuses on delivering its unique and proprietary emotional wellness process,
called the Living Breath Emotional Brain Technology. The companys pioneering
product is its three-step process that combines self-analysis, breath, and
language and has been developed, tested, and delivered in four key markets as
products, education, film, and services that are today recognized as the Living
Breath Series. Living Breath Project is the proprietary services, education, and
holding company of the Living Breath Series pioneered by the companys founder,
Genie OMalley.

Through the LBP Emotional Brain Technology, lifestyle enhancement products,
training and education, the Living Breath Project aims to assist in dropping the
high rates of drug addiction that break the prosperity and potential of
communities. It aims to reunite and cleanse families from the language of
addiction and incarceration, as well as re-educate communities on bridging the
gap that is created through the brokenness of addiction. In the past four years,
Living Breath Project has completed community case studies under the name Clear
Mind Experience, Clear Mind System, and Clear Mind Healthy Planet. During these
case studies, community incubators were set up where Genie OMalley and members
of her staff immersed themselves in communities to create incubators to study
heroin addiction, opioid addiction, stress, anxiety, ADHD, PTSD, ADD, violence
and depression protocols within the community. Participants had full access to
Ms. OMalley and her staff during this research initiative. It was a vital part
of the research initiative as Living Breath Project gained valuable knowledge
and insight into the causes of the breakdown of communities and how we can
assess participants in order for a community to support their healing into
emotional wellness.

11

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Living Breath Project (LBP), has been developing a Global Community Research
Initiative that is aimed to provide neuroscience with various studies on the
benefits of dissolving unconscious language from within the emotional brain that
engages us in behaviors that can be self-destructive to ourselves and our
communities as a whole. The Living Breath Emotional Brain Technology In-Home
Programs are the daily in-home practice which allow participants to become free
of conditions, obstacles and limitations that are created through depression,
anxiety, addiction, stress, breakdowns within relationships, loss, abuse,
trauma, and fears that play out in daily life.

RESULTS OF OPERATIONS

We have incurred recurring losses to date. Our financial
statements have been prepared assuming that we will continue as a going concern
and, accordingly, do not include adjustments relating to the recoverability and
realization of assets and classification of liabilities that might be necessary
should we be unable to continue in operation.

We expect we will require additional capital to meet our long
term operating requirements. We expect to raise additional capital through,
among other things, the sale of equity or debt securities.

FISCAL YEAR ENDED MAY 31, 2013 COMPARED TO FISCAL YEAR ENDED
MAY 31, 2012.

Our net loss for the fiscal year ended May 31, 2013 was
$755,868 compared to a net loss of $625,586 for the same period in 2012. During
fiscal year ended May 31, 2013, the Company did not generate any revenue.

During the fiscal year ended May 31, 2013, we incurred
operating expenses of $755,868 compared to $548,436 incurred during the same
period in 2012. These operating expenses incurred during the fiscal year ended
May 31, 2013 consisted of: filming and incubator cost of $171,223; professional
fees of $307,787; travel expenses of $106,156 and general and administrative
expense of $170,702. These operating expenses incurred during the fiscal year
ended May 31, 2012 consisted of: filming and incubator cost of $84,069;
professional fees of $222,348; travel expenses of $105,148 and general and
administrative expense of $136,871.

Operating expenses incurred during fiscal year ended May 31,
2013 compared to fiscal year ended May 31, 2012 increased primarily due to the
increased scale and scope of business operations. General and administrative
expenses generally include corporate overhead, financial and administrative
contracted services.

Other (income) expenses incurred during fiscal year ended May
31, 2012 included other (income) of $2,850 and settlement of claim of $80,000.

The weighted average number of common shares outstanding was
23,914,815 for the fiscal year ended May 31, 2013 compared to 18,029,694 for the
fiscal year ended May 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED MAY 31, 2013

As of May 31, 2013, our current assets were $8,157 in cash and
our total liabilities were $62,585. As of May 31, 2012, current assets were
comprised of $15,415 in cash. As of May 31, 2013, total liabilities were
comprised of $20,855 in accounts payable and $41,730 in accrued expenses.

As of May 31, 2013, our total assets were $11,795 comprised of
current assets of $8,157 and property of equipment of $3,638, net of accumulated
depreciation of $1,228. Stockholders deficit was ($50,079) as of May 31,
2013.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating
activities since inception. For the fiscal year ended May 31, 2013, net cash
used in operating activities was ($692,311) consisting of a net loss of
$755,868, depreciation expense of $972, accounts payable of $20,855 and accrued
expenses of $41,730. Net cash used in operating activities was ($625,586) for
the same period in 2012.

Cash Flows from Financing Activities

We have financed our operations primarily from the issuance of
common stock and capital contributions. For the fiscal year ended May 31, 2013
net cash provided by financing activities was $685,053, which included $308,219
received from proceeds from issuance of common stock and $376,834 from capital
contributions. For the same period in 2012, net cash provided by financing
activities was $645,611, received from capital contributions.

12

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We may not be able to generate sufficient revenues from our
existing operations to fund our capital requirements. We will require additional
funds to enable us to operate profitably and grow our business. We believe we
will need approximately $700,000 to $1,000,000 to run our business for the next
twelve months.

The Company has historically funded its activities from funds
provided by capital raising through the issuance of its shares and contributions
from affiliated persons. We are currently investigating further capital raising
opportunities which may be in the form of either equity or debt, to provide
funding for working capital purposes and future business needs. There can be no
assurance that such capital raising will be successful, or that even if an offer
of financing was received by the Company, it is on terms acceptable to the
Company.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements
during the year ended May 31 ,2013.

RECENT ACCOUNTING PRONOUNCEMENTS

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

ITEM7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA

The information required by Item 8 appears after the signature
page to this report.

ITEM9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES

On April 12, 2013, the Company dismissed its independent
registered public accounting firm, M&K CPAS, PLLC (M&K).

The reports of M&K for each of the years ended May 31, 2012
and May 31, 2011 did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles other than going concern.

The decision to change accountants was approved by the
Companys board of directors on April 12, 2013, and on such date PKF O'Connor
Davies, a division of O'Connor Davies, LLP (PKF) was engaged as the Companys
new independent registered public accountants. During the two most recent years
or any subsequent interim period prior to engaging PKF, the Company did not
consult PKF regarding either: (i) the application of accounting principles to a
specified transaction, completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or (ii) any matter that
was either the subject of a disagreement or a reportable event in connection
with its report on the Companys financial statements.

During the Company's two most recent fiscal years and any
subsequent interim period preceding April 12, 2013, the date of dismissal of
M&K, there were no disagreements with M&K on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of M&K, would have
caused it to make reference to the matter in connection with its reports. There
were no "reportable events" within the two most recent years and any subsequent
interim period preceding the dismissal of M&K in connection with its report
on the Companys financial statements.

The Company has engaged PKF as its new independent certified
public accounting firm to audit the Registrants financial statements as of and
for the years ended May 31, 2013 and 2012. During the two most recent years or
any subsequent interim period prior to engaging PKF, the Registrant did not
consult such firm regarding either (i) the application of accounting principles
to a specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Registrants financial statements or (ii) any matter that was either the subject of a disagreement
or event identified in response to (a)(1)(iv) of Item 304 of Regulation S-K, or
a reportable event as that term is used in Item 304(a)(1)(v) of Item 304 of
Regulation S-K.

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ITEM9A(T). CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange
Act of 1934 as amended (the Exchange Act), as of the end of the period covered
by this Annual Report on Form 10-K, the Companys management evaluated,
with the participation of the Companys principal executive officer and
principal financial officer, the effectiveness of the design and operation of
the Companys disclosure controls and procedures (as defined in Rule 13a-15(e)
or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures
are defined as those controls and other procedures of an issuer that are
designed to ensure that the information required to be disclosed by the issuer
in the reports it files or submits under the 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 Act is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. Based upon an evaluation of the effectiveness of disclosure controls
and procedures, our Companys principal executive officer and principal
financial officer have concluded that as of the end of the period covered by
this Annual Report on Form 10K our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not
effective because of the material weaknesses in our disclosure controls and
procedureswhich are identified below. It should be noted that
the design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.

The material weaknesses in our disclosure control procedures
are as follows:

| | 1. | Lack of formal policies and procedures necessary to
      adequately review significant accounting transactions.The Company
      utilizes a third party independent contractor for the preparation of its
      financial statements. Although the financial statements and footnotes are
      reviewed by our management, we do not have a formal policy to review
      significant accounting transactions and the accounting treatment of such
      transactions. The third party independent contractor is not involved in
      the day to day operations of the Company and may not be provided
      information from management on a timely basis to allow for adequate
      reporting/consideration of certain transactions.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | Audit Committee and Financial Expert. The
      Company does not have a formal audit committee with a financial expert,
      and thus the Company lacks the board oversight role within the financial
      reporting process.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

We intend to initiate measures to remediate the identified
material weaknesses including, but not necessarily limited to, the following:

- Establishing a formal review process of significant accounting transactions
  that includes participation of the Chief Executive Officer and Chief Financial
  Officer.
- Form an Audit Committee that will establish policies and procedures that
  will provide the Board of Directors a formal review process that will among
  other things, assure that management controls and procedures are in place and
  being maintained consistently.

(b) Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for the company (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over
financial reporting is to provide reasonable assurance regarding the reliability
of our financial reporting for external purposes in accordance with accounting
principles generally accepted in the United States of America. Internal control
over financial reporting includes maintain records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance
that transactions are recorded as necessary for preparation of our financial
statements; providing reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
providing reasonable assurance that unauthorized acquisition , use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected.

14

---

As of May 31, 2013, management assessed the effectiveness of
the Companys internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in SEC
guidance on conducting such assessments. Based on this evaluation under the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control Framework (COSO), our management concluded that our internal control
over financial reporting are not effective as of May 31, 2013. In making this
assessment, our management used the criteria set forth by the COSO. Based on
that evaluation, they concluded that, as of May 31, 2013, such internal controls
and procedures were not effective to detect the inappropriate application of US
GAAP rules as more fully described below. This was due to deficiencies that
existed in the design or operation of our internal control over financial
reporting that adversely affected our internal controls and that may be
considered to be material weaknesses.

The matters involving internal controls and procedures that the
Companys management considered to be material weaknesses under the standards of
the Public Company Accounting Oversight Board were: (1) lack of a functioning
audit committee and lack of a majority of outside directors on the Company's
board of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with the review of our
financial statements as of May 31, 2013 and communicated to our management.

Management believes that the material weaknesses set forth in
items (2), (3) and (4) above did not have an affect on the Company's financial
results. However, management believes that the lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures can result in the
Company's determination to its financial statements for the future years.

We are committed to improving our financial organization. As
part of this commitment, we will create a position to segregate duties
consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are
available to the Company:( i) Appointing one or more outside directors to our
board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures; and (ii) Preparing and implementing sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.

Management believes that the appointment of more outside
directors, who shall be appointed to a fully functioning audit committee, will
remedy the lack of a functioning audit committee and a lack of a majority of
outside directors on the Company's Board. In addition, management believes that
preparing and implementing sufficient written policies and checklists will
remedy the following material weaknesses (i) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and
(ii) ineffective controls over period end financial close and reporting
processes. Further, management believes that the hiring of additional personnel
who have the technical expertise and knowledge will result proper segregation of
duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support the Company if
personnel turn over issues within the department occur. This coupled with the
appointment of additional outside directors will greatly decrease any control
and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of
our internal controls and procedures and our internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.

(c) Changes in Internal Control Over Financial
Reporting

Excluding the change of control of the Company which occurred
on October 1, 2012, and subsequent reverse merger on November 6, 2012, there
have been no changes in our internal controls over financial reporting that
occurred during the fiscal year ended May 31, 2013 that have materially affected
or are reasonably likely to materially affect, our internal controls over
financial reporting.

Attestation Report of the Independent Registered Public
Accounting Firm

This annual report does not include an attestation report of
the Companys independent registered public accounting firm regarding internal
control over financial reporting. Managements report was not subject to
attestation by the Companys independent registered public accounting firm
pursuant to the permanent exemption for non-accelerated filers from the internal
control audit requirements of Section 404(b) of the Sarbanes Oxley Act of 2002.

15

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ITEM 9B. Other Information

On September 24, 2013, the Company entered into and consummated
a Share Exchange Agreement with OMalley Lifestyle, Inc., a Nevada corporation
(OML) 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, ClearMind Experience,
iBreathe properties and related proprietary service technologies, products and
services.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CORPORATE GOVERNANCE

The following table sets forth the names and ages of our
current directors and executive officers, their principal offices and positions
and the date each such person became a director or executive officer. Executive
officers are elected annually by our Board of Directors. Each executive officer
holds his office until he resigns, is removed by the Board or his successor is
elected and qualified. Directors are elected annually by our stockholders at the
annual meeting. Each director holds his office until his successor is elected
and qualified or his earlier resignation or removal.

The following persons are the directors and executive officers
of our company:

|Name           | Age | Title                                                                                                  
|-------------- | --- | -------------------------------------------------------------------------------------------------------
|               |     |                                                                                                        
|Genie OMalley | 43  | Chief Executive
      Officer, President, Chief Financial Officer, Secretary, Treasurer,
      Director

The Companys executive officers and directors are elected
annually and serve until the next annual meeting of stockholders.

Genie OMalley, 43,is the founder and President
of iBreathe, Inc. and OMalley Lifestyle, Inc., our wholly-owned subsidiaries
and provider of services of online, social media, marketing, education and
products of the Living Breath Process which Ms. OMalley founded and pioneered.
Ms. OMalley has introduced the Living Breath Process to over 200,000 people and
has personally evaluated over 50,000 participants. Ms. OMalley is the author of
Complete Earthly Woman. She was also the founder of Movement of the Heart
Foundation which provided support breathing therapy to women and children who
are victims of domestic and sexual abuse. Because of her status as the founder
of the Companys philosophy and business plan, the Board of Directors felt she
was ideally suited to fill these roles.

There are no arrangements, understandings or family
relationships pursuant to which our executive officer was selected.

Involvement in Legal Proceedings

No executive officer or director of the Company has been
convicted in any criminal proceeding (excluding traffic violations) or is the
subject of a criminal proceeding that is currently pending.

No executive officer or director of the Company is the subject
of any pending legal proceedings.

No executive officer or director of the Company is involved in
any bankruptcy petition by or against any business in which they are a general
partner or executive officer at this time or within two years of any involvement
as a general partner, executive officer, or Director of any business.

Audit Committee

Our Board of Directors has not established a separate audit
committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange
Act of 1934, as amended (the Exchange Act). Instead the board of directors
acts as the audit committee within the meaning of Section 3(a)(58)(B) of the
Exchange Act. The Company intends on establishing an Audit Committee composed of
independent directors of the Company. The audit committee's duties would be to
recommend to the Company's board of directors the engagement of independent
auditors to audit the Company's financial statements and to review its
accounting and auditing principles. The audit committee would review the scope,
timing and fees for the annual audit and the results of audit examinations
performed by the internal auditors and independent public accountants, including
their recommendations to improve the system of accounting and internal controls.
The audit committee would at all times be composed exclusively of directors who
are, in the opinion of the Company's board of directors, free from any relationship which
would interfere with the exercise of independent judgment as a committee member
and who possess an understanding of financial statements and generally accepted
accounting principles.

16

---

Compensation Committee

Our board of directors does not have a separate compensation
committee responsible for determining executive and director compensation.
Instead, the board of directors fulfills this function, and each member of the
Board participates in the determination. Given the small size of the Company and
its Board, plus the Company's limited resources, locating, obtaining and
retaining additional independent directors is extremely difficult. In the
absence of independent directors, the Board does not believe that creating a
separate compensation committee would result in any improvement in the
compensation determination process. Accordingly, the board of directors has
concluded that the Company and its stockholders would be best served by having
the entire board of directors act in place of a compensation committee. When
acting in this capacity, the Board does not have a charter.

Code Of Ethics

We have adopted a code of ethics meeting the requirements of
Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is
reasonably designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair, accurate, timely and understandable disclosure in public
reports; comply with applicable laws; ensure prompt internal reporting of
violations; and provide accountability for adherence to the provisions of the
code of ethic. A copy of our code of ethics is available without charge, upon
written request to: Living Breath Project, Inc., Attn: Secretary, 2360 Corporate
Circle Suite 400, Henderson, Nevada, 89074.

ITEM11. EXECUTIVE
COMPENSATION

The following table sets forth
all of the compensation awarded to, earned by or paid to (i) each individual
serving as the Companys principal executive officer during the last three
completed fiscal years ending May 31, 2013, 2012 and 2011; (ii) each other
individual that served as an executive officer of the Company at the conclusion
of the fiscal year ended May 31, 2013 and who received in excess of $100,000 in
the form of salary and bonus during such fiscal year.

Name andPrincipal
    
    
    
    
    
    
    
    
    
    
    Equity
    
    
    Option
    
    
    All OtherPosition
    
    Year
    
    
    Salary (1)
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    TotalGenie OMalley 
      CEO, CFO, President,
      Secretary and Treasurer*
    
    2013 2012
    
    
     
    
    
     
    
    
     
    
    
     
    
    
     
    
    
     Konstantin Kupert 
      (former President,
      Secretary, Treasurer)**
    
    2012 2011
    
    
     
    
    
     
    
    
     
    
    
     
    
    
     
    
    
     


*Appointed October 1, 2012
**Resigned October 1, 2012

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer
certain information concerning the outstanding equity awards as of May 31,
2013:

17

---

Name andPrincipalPosition
    
    Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable
    
    Numberof
      SecuritiesUnderlyingUnexercisedOptionsUnexercisable
    
    OptionExercisePrice ($)
    
    OptionExpiration Date
    
    NumberofSharesor Unitsof StockthatHaveNotVested
    
    MarketValue ofSharesor Unitsof StockthatHaveNotVested
    
    EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRights
      thatHave NotVested
    
    EquityIncentivePlanAwards:Market orPayoutValue
      ofUnearnedShares,Units orOtherRights thatHave NotVestedGenie OMalley CEO, CFO, President,
      Secretary and Treasurer*
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    


EMPLOYMENT AGREEMENTS

ITEM12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS, MANAGEMENT, AND RELATEDSTOCKHOLDERS MATTERS.

The following table sets forth information relating to the
beneficial ownership of the Company's common stock by those persons beneficially
holding more than 5% of the Company's common stock, by the Company's directors
and executive officers, and by all of the Company's directors and executive
officers as a group as of September 27, 2013:

Shareholder
    Beneficial Ownership (a)
    Percent of Class (b)Genie OMalley (1)(2)
    21,474,700
    63.2%


(a) Security ownership is direct
unless indicated otherwise. Security ownership information for beneficial owners
is taken from statements filed with the Securities and Exchange Commission
pursuant to Sections 13(d), 13(g) and 16(a) and/or information made known to the
Company.

(b) Based on 33,942,913 shares of our
common stock outstanding as of September 27, 2013.

(1) The address for all officers, directors and beneficial
owners is 2360 Corporate Circle Suite 400, Henderson, Nevada, 89074. (2)
Includes 975,000 held by Clear Mind Technology Corp. and 5,500,000 shares held
by OMalley Lifestyle, Inc., over which Ms. OMalley holds voting and
dispositive power.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE

Currently, there are no contemplated transactions that the
Company may enter into with our officers, directors or affiliates. If any such
transactions are contemplated we will file such disclosure in a timely manner
with the Commission on the proper form making such transaction available for the
public to view.

The Company has no formal written employment agreement or other
contracts with our current director and officer and director and there is no
assurance that the services to be provided by them will be available for any
specific length of time in the future. The amounts of compensation and other
terms of any full time employment arrangements would be determined, if and when,
such arrangements become necessary.

18

---

ITEM14. PRINCIPAL ACCOUNTING FEES
AND SERVICES

Audit Fees

The aggregate fees for each of the last two years for
professional services rendered by the principal accountant for our audits of our
annual financial statements and interim reviews of our financial statements
included in our fillings with Securities and Exchange Commission on Form 10-K
and 10-Qs or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those years were
approximately:

May, 2013
    $
    $25,500May, 2012
    $
    $7,700


Audit Related Fees

The aggregate fees in each of the last two years for the
assurance and related services provided by the principal accountant that are not
reasonably related to the performance of the audit or review of the Company's
financial statements and are not reported in paragraph (1) were approximately:

May, 2013
    $
    0May, 2012
    $
    0


We incurred these fees in connection with registration
statements and financing transactions. Tax Fees

The aggregate fees in each of the last two years for the
professional services rendered by the principal accountant for tax compliance,
tax advice and tax planning were approximately:

May, 2013
    $
    0May, 2012
    $
    0


All Other Fees

The aggregate fees in each of the last two years for the
products and services provided by the principal accountant, other than the
services reported in paragraph (1) were approximately:

May 31, 2013
    $
    0May 31, 2013
    $
    0


ITEM 15 . EXHIBITS

|Exhibit |  | Description                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                              
|3.1     |  | Amended and Restated Articles of Incorporation of the
      Registrant.*                                                                                     
|31.1    |  | Chief Executive Officer Certification of Periodic
      Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002#                        
|31.2    |  | Chief Executive Officer Certification of Periodic
      Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002(1)                    
|32.1    |  | Chief Executive Officer Certification Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002#  
|32.2    |  | Chief Financial Officer Certification Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002(2)

* Incorporated by reference to the Companys Current Form on
8-K, filed with the Securities Commission on November 8, 2012, as amended. #
Filed herewith (1) Included in Exhibit 31.1 (2) Included in Exhibit
32.1

19

---

SIGNATURES

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

Dated: September 27, 2013

| | LIVING BREATH PROJECT, INC.                                        
| | -------------------------------------------------------------------
| |                                                                    
| | /s/
      Genie O Malley                                          
| | Name: Genie O Malley                                              
| | Title: President, Chief Executive Officer,
      Chief             
| | Financial Officer, Secretary and Treasurer                         
| | (Principal Executive Officer and Principal
      Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated

|Signature                 |  | Title                                                               |  | Date         
|------------------------- |  | ------------------------------------------------------------------- |  | -------------
|                          |  |                                                                     |  |              
|                          |  | President, Chief Executive
      Officer, Chief Financial Officer,  |  | September 27,
|/s/ Genie O
      Malley |  | Secretary and Treasurer,
      Director                             |  | 2013         
|Genie O Malley           |  | (Principal Executive Officer
      and Principal Financial Officer) |  |              

20

---

EXHIBIT INDEX

|Exhibit |  | Description                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                              
|3.1     |  | Amended and Restated Articles of Incorporation of the
      Registrant.*                                                                                     
|31.1    |  | Chief Executive Officer Certification of Periodic
      Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002#                    
|31.2    |  | Chief Executive Officer Certification of Periodic
      Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of
    2002(1)                    
|32.1    |  | Chief Executive Officer Certification Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002#  
|32.2    |  | Chief Financial Officer Certification Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to section 906 of the
      Sarbanes-Oxley Act of 2002(2)

* Incorporated by reference to the Companys Current Form on
8-K, filed with the Securities Commission on November 8, 2012, as amended. #
Filed herewith (1) Included in Exhibit 31.1 (2) Included in Exhibit 32.1

21

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Living Breath Project, Inc.

(Formerly Dilmax Corp.)

(A Development Stage Company)

May 31, 2013 and 2012

Index to the Consolidated Financial Statements

|Contents                                                                                                                                                                      | Page(s)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                                                              |        
|Report of Independent Registered Public
      Accounting Firm                                                                                                                 | F-2    
|                                                                                                                                                                              |        
|Consolidated Balance Sheets at May 31, 2013
      and 2012                                                                                                                    | F-3    
|                                                                                                                                                                              |        
|Consolidated Statements of Operations for
      the Fiscal Years Ended May 31, 2013 and 2012 and for the Period from
      December 27, 2005 (Inception) through May 31, 2013 | F-4    
|                                                                                                                                                                              |        
|Consolidated Statement of Stockholders'
      Equity (Deficit) for the Period from December 27, 2005 (Inception) through
      May 31, 2013                                   | F-5    
|                                                                                                                                                                              |        
|Consolidated Statements of Cash Flows for
      the Fiscal Years Ended May 31, 2013 and 2012 and for the Period from
      December 27, 2005 (Inception) through May 31, 2013 | F-6    
|                                                                                                                                                                              |        
|Notes to the Consolidated Financial
      Statements                                                                                                                          | F-7    

F-1

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of Living Breath
Project, Inc. (A Development Stage Company) New York, New York

We have audited the accompanying consolidated balance sheets of
Living Breath Project, Inc. (formerly Dilmax Corp.), a development stage
company, (the Company) as of May 31, 2013 and 2012, and the related
consolidated statements of operations, stockholders equity (deficit) and cash
flows for each of the years then ended and for the period from December 27, 2005
(inception) through May 31, 2013. These consolidated financial statements are
the responsibility of the Companys management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining on a test basis, evidence supporting the amount and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of the
Company as of May 31, 2013 and 2012, and the results of its operations and its
cash flows for each of the years then ended and for the period from December 27,
2005 (inception) through May 31, 2013, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 3 to the consolidated financial statements, at May 31, 2013,
the Company had not yet commenced revenue producing operations and had a
retained deficit of $1,382,480. The Company had a deficit accumulated during the
development stage at May 31, 2013 and a net loss and net cash used in operating
activities for the fiscal year then ended. These factors raise substantial doubt
about the Companys ability to continue as a going concern. Managements plans
in regards to these matters are also described in Note 3. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ PKF O' Connor DaviesA division of O'Connor Davies, LLP

New York, New York September 26, 2013

F-2

---

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

|                                                                                                                                                              |   | May
      31, 2013 |   |   | May
      31, 2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                                                                                                                              |   |                    |   |   |                    |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|ASSETS                                                                                                                                                        |   |                    |   |   |                    |  
|CURRENT ASSETS:                                                                                                                                               |   |                    |   |   |                    |  
|Cash                                                                                                                                                          | $ | 8,157              |   | $ | 15,415             |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total Current Assets                                                                                                                                          |   | 8,157              |   |   | 15,415             |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|PROPERTY AND EQUIPMENT                                                                                                                                        |   |                    |   |   |                    |  
|Property and
      equipment                                                                                                                                  |   | 4,866              |   |   | 4,866              |  
|Accumulated
      depreciation                                                                                                                                |   | (1,228             | ) |   | (256               | )
|                                                                                                                                                              |   |                    |   |   |                    |  
|Property and equipment, net                                                                                                                                   |   | 3,638              |   |   | 4,610              |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total Assets                                                                                                                                                  | $ | 11,795             |   | $ | 20,025             |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                          |   |                    |   |   |                    |  
|CURRENT LIABILITIES:                                                                                                                                          |   |                    |   |   |                    |  
|Accounts payable                                                                                                                                              | $ | 20,855             |   | $ | -                  |  
|Accrued expenses
      and other current liabilities                                                                                                          |   | 41,730             |   |   | -                  |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total Current Liabilities                                                                                                                                     |   | 62,585             |   |   | -                  |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total
      Liabilities                                                                                                                                       |   | 62,585             |   |   | -                  |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|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 and 18,029,694 shares issued and
      outstanding, respectively |   | 28,643             |   |   | 18,030             |  
|Additional
      paid-in capital                                                                                                                              |   | 1,303,047          |   |   | 628,607            |  
|Deficit
      accumulated during the development stage                                                                                                        |   | (1,382,480         | ) |   | (626,612           | )
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total Stockholders' Equity (Deficit)                                                                                                                          |   | (50,790            | ) |   | 20,025             |  
|                                                                                                                                                              |   |                    |   |   |                    |  
|Total Liabilities and Stockholders' Equity
      (Deficit)                                                                                                    | $ | 11,795             |   | $ | 20,025             |  

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

---

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

|                                                    |   |                     |   |   |                     |   |   | For the Period from |  
|--------------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                    |   | For the Fiscal Year |   |   | For the Fiscal Year |   |   | December 27, 2005   |  
|                                                    |   | Ended               |   |   | Ended               |   |   | (inception) through |  
|                                                    |   | May
      31, 2013  |   |   | May
      31, 2012  |   |   | May 31, 2013        |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Operating Expenses                                  |   |                     |   |   |                     |   |   |                     |  
|Filming and incubator cost                          | $ | 171,223             |   | $ | 84,069              |   | $ | 255,292             |  
|Professional
      fees                             |   | 307,787             |   |   | 222,348             |   |   | 530,135             |  
|Travel expenses                                     |   | 106,156             |   |   | 105,148             |   |   | 211,304             |  
|General and
      administrative expenses           |   | 170,702             |   |   | 136,871             |   |   | 308,599             |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Total operating expenses                            |   | 755,868             |   |   | 548,436             |   |   | 1,305,330           |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Loss from Operations                                |   | (755,868            | ) |   | (548,436            | ) |   | (1,305,330          | )
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Other (Income) Expense                              |   |                     |   |   |                     |   |   |                     |  
|Other (income) expenses                             |   | -                   |   |   | (2,850              | ) |   | (2,850              | )
|Settlement of
      claim                           |   | -                   |   |   | 80,000              |   |   | 80,000              |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Other (income) expense, net                         |   | -                   |   |   | 77,150              |   |   | 77,150              |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Loss
      before Income Tax Provision              |   | (755,868            | ) |   | (625,586            | ) |   | (1,382,480          | )
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Income
      Tax Provision                          |   | -                   |   |   | -                   |   |   | -                   |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Net Loss                                            | $ | (755,868            | ) | $ | (625,586            | ) | $ | (1,382,480          | )
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Net Loss
      per Common Share - Basic and Diluted | $ | (0.03               | ) | $ | (0.03               | ) |   |                     |  
|                                                    |   |                     |   |   |                     |   |   |                     |  
|Weighted average common
      shares outstanding:   |   |                     |   |   |                     |   |   |                     |  
|- basic and diluted                                 |   | 23,914,815          |   |   | 18,029,694          |   |   |                     |  

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

---

Living Breath Project, Inc.(Formerly Dilmax Corp.)(A
Development Stage Company)Consolidated Statement of Stockholders' Equity
(Deficit)For the Period from December 27, 2005 (Inception) through May 31,
2013

|                                                                                                                 |  | Common Stock Par Value $0.001 |  |   | Additional |  |   | Deficit Accumulated |   |   | Total             |  
|---------------------------------------------------------------------------------------------------------------- |  | ----------------------------- |  | - | ---------- |  | - | ------------------- | - | - | ----------------- | -
|                                                                                                                 |  | Number of                     |  |   |            |  |   | Paid-in             |   |   | During the        |  
|                                                                                                                 |  | Shares                        |  |   | Amount     |  |   | Capital             |   |   | Development Stage |  
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Balance,
      December 27, 2005 (inception)                                                                     |  | -                             |  | $ | -          |  | $ | -                   |   | $ | -                 |  
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Common shares issued to
      founders upon formation                                                            |  | 18,029,694                    |  |   | 18,030     |  |   | (17,004             | ) |   |                   |  
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Net loss for the period from
      December 27, 2005
                    
      (inception) through May 31, 2011 |  |                               |  |   |            |  |   |                     |   |   | (1,026            | )
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Balance,
      May 31, 2011                                                                                      |  | 18,029,694                    |  |   | 18,030     |  |   | (17,004             | ) |   | (1,026            | )
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Contributed capital                                                                                              |  |                               |  |   |            |  |   | 645,611             |   |   |                   |  
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Net loss                                                                                                         |  |                               |  |   |            |  |   |                     |   |   | (625,586          | )
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Balance,
      May 31, 2012                                                                                      |  | 18,029,694                    |  |   | 18,030     |  |   | 628,607             |   |   | (626,612          | )
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Contributed capital                                                                                              |  |                               |  |   |            |  |   | 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             |   |   |                   |  
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Net loss                                                                                                         |  |                               |  |   |            |  |   |                     |   |   | (755,868          | )
|                                                                                                                 |  |                               |  |   |            |  |   |                     |   |   |                   |  
|Balance,
      May 31, 2013                                                                                      |  | 28,642,913                    |  | $ | 28,643     |  | $ | 1,303,047           |   | $ | (1,382,480        | )

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

---

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

|                                                                                 |   |                     |   |   |                     |   |   | For the Period from |  
|-------------------------------------------------------------------------------- | - | ------------------- | - | - | ------------------- | - | - | ------------------- | -
|                                                                                 |   | For the Fiscal Year |   |   | For the Fiscal Year |   |   | December 27, 2005   |  
|                                                                                 |   | Ended               |   |   | Ended               |   |   | (inception) through |  
|                                                                                 |   | May
      31, 2013  |   |   | May
      31, 2012  |   |   | May
      31, 2013  |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |   |                     |   |   |                     |   |   |                     |  
|Net loss                                                                         | $ | (755,868            | ) | $ | (625,586            | ) | $ | (1,382,480          | )
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Adjustments to reconcile net loss to
      net cash used in operating activities |   |                     |   |   |                     |   |   |                     |  
|Depreciation
      expense                                                       |   | 972                 |   |   | 256                 |   |   | 1,228               |  
|Changes in operating assets and
      liabilities:                               |   |                     |   |   |                     |   |   |                     |  
|Accounts payable                                                                 |   | 20,855              |   |   | -                   |   |   | 20,855              |  
|Accrued expenses and other
      current liabilities                             |   | 41,730              |   |   | -                   |   |   | 41,730              |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Net cash used in operating activities                                            |   | (692,311            | ) |   | (625,330            | ) |   | (1,318,667          | )
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |   |                     |   |   |                     |   |   |                     |  
|Purchases of
      property and equipment                                        |   | -                   |   |   | (4,866              | ) |   | (4,866              | )
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Net cash used in
      investing activities                                      |   | -                   |   |   | (4,866              | ) |   | (4,866              | )
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |   |                     |   |   |                     |   |   |                     |  
|Proceeds from sale of equity units                                               |   | 308,219             |   |   | -                   |   |   | 308,219             |  
|Capital
      contribution                                                       |   | 376,834             |   |   | 645,611             |   |   | 1,023,471           |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Net cash provided by
      financing activities                                  |   | 685,053             |   |   | 645,611             |   |   | 1,331,690           |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Effect of exchange rate
      changes on cash                                    |   |                     |   |   |                     |   |   |                     |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Net change in cash                                                               |   | (7,258              | ) |   | 15,415              |   |   | 8,157               |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Cash at beginning of
      the period                                            |   | 15,415              |   |   | -                   |   |   | -                   |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Cash at end of the
      period                                                  | $ | 8,157               |   | $ | 15,415              |   | $ | 8,157               |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|SUPPLEMENTAL DISCLOSURE
      OF CASH FLOWS INFORMATION:                         |   |                     |   |   |                     |   |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Interest paid                                                                    | $ | -                   |   | $ | -                   |   | $ | -                   |  
|                                                                                 |   |                     |   |   |                     |   |   |                     |  
|Income tax paid                                                                  | $ | -                   |   | $ | -                   |   | $ | -                   |  

See accompanying notes to the consolidated financial
statements.F-6

---

Living Breath Project, Inc. (Formerly Dilmax Corp.) (A
Development Stage Company) May 31, 2013 and 2012 Notes to the
Consolidated Financial Statements

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, 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 8,100,000 shares of
the Companys common stock, par value $.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
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 blank check
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 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.

F-7

---

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

Note 2  Summary of Significant Accounting Policies

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

Basis of Presentation

The Companys financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (U.S. GAAP).

Fiscal Year End

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.

Management bases its estimates on historical experience and on
various assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources.

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

Actual results could differ from those estimates.

Reclassification

Certain amounts in the prior period financial statements have
been reclassified to conform to the current period presentation. These
reclassifications had no effect on reported losses.

F-8

---

Principles of Consolidation

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

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

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

The consolidated financial statements include all accounts of
the Company as of May 31, 2013 and for the period from November 6, 2012 (date of
acquisition) through May 31, 2013 and iBreathe as of May 31, 2013 and 2012 and
for the reporting periods then ended.

All inter-company balances and transactions have been
eliminated.

Development Stage Company

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

Fair Value of Financial Instruments

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

Cash Equivalents

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

Property and Equipment

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

F-9

---

Income Tax Provision

Uncertain Tax
Positions

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

Limitation on Utilization of NOLs
due to Change in Control

Pursuant to the Internal Revenue Code Section 382 (Section
382), certain ownership changes may subject the Companys Net Operating Losses
(NOLs) to annual limitations which could reduce or defer the NOL. Section 382
imposes limitations on a corporations ability to utilize NOLs if it experiences
an ownership change. In general terms, an ownership change may result from
transactions increasing the ownership of certain stockholders in the stock of a
corporation by more than 50 percentage points over a three-year period. In the
event of an ownership change, utilization of the NOLs would be subject to an
annual limitation under Section 382 determined by multiplying the value of its
stock at the time of the ownership change by the applicable long-term tax-exempt
rate. Any unused annual limitation may be carried over to later years. The
imposition of this limitation on its ability to use the NOLs to offset future
taxable income could cause the Company to pay U.S. federal income taxes earlier
than if such limitation were not in effect and could cause such NOLs to expire
unused, reducing or eliminating the benefit of such NOLs.

Net Income (Loss) per Common Share

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

There were no potentially dilutive shares outstanding for the
fiscal year ended May 31, 2013 or 2012.

Recently Issued Accounting Pronouncements

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

Note 3  Going Concern

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

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

F-10

---

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

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

Note 4  Property and Equipment

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

|                                         |  | Estimated   |  |   |                    |   |   |                    |  
|---------------------------------------- |  | ----------- |  | - | ------------------ | - | - | ------------------ | -
|                                         |  | Useful Life |  |   |                    |   |   |                    |  
|                                         |  | (Years)     |  |   | May
      31, 2013 |   |   | May
      31, 2012 |  
|                                         |  |             |  |   |                    |   |   |                    |  
|Computer equipment                       |  | 5           |  |   | 4,866              |   |   | 4,866              |  
|                                         |  |             |  |   |                    |   |   |                    |  
|Less accumulated
      depreciation (ii) |  |             |  |   | (1,228             | ) |   | (256               | )
|                                         |  |             |  |   |                    |   |   |                    |  
|                                         |  |             |  | $ | 3,638              |   | $ | 4,610              |  

(i) Depreciation
Expense

Depreciation expense was $972 and $256
for the fiscal year ended May 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 is authorized to issue is seventy five million
(75,000,000) shares with a par value of $0.001, all of which are 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 (3:1) forward stock split (the Stock Split).

F-11

---

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 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.

From November 21, 2012 through February 14, 2013, the Company
sold 85,419 shares of its common stock for cash at the price of $1.00 per share
for the total cash proceeds of $85,419.

Note 6  Income Tax Provision

Deferred tax assets

At May 31, 2013, the Company had net operating loss (NOL)
carryforwards for Federal income tax purposes of approximately $1.4 million
that may be offset against future taxable income through 2033. No tax benefit
has been reported with respect to these net operating loss carry-forwards in the
accompanying financial statements because the Company believes that the
realization of the Companys net deferred tax assets of approximately $470,000
was not considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are offset by a full valuation
allowance.

Deferred tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance on the
deferred tax assets because of the uncertainty regarding its realization. The
valuation allowance increased approximately $257,000 and $213,000 for the fiscal
year ended May 31, 2013 and 2012, respectively.

Components of deferred tax assets are as follows:

|                                                          |   | May
      31, 2013 |   |   | May
      31, 2012 |  
|--------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                          |   |                    |   |   |                    |  
|Net deferred tax assets 
      Non-current:              |   |                    |   |   |                    |  
|                                                          |   |                    |   |   |                    |  
|Expected income
      tax benefit from NOL carry-forwards |   | 470,000            |   |   | 213,000            |  
|                                                          |   |                    |   |   |                    |  
|Less valuation
      allowance                            |   | (470,000           | ) |   | (213,000           | )
|                                                          |   |                    |   |   |                    |  
|Deferred tax assets, net of valuation allowance           | $ | -                  |   | $ | -                  |  

Income Tax Provision in the Consolidated Statements of
Operations

F-12

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A reconciliation of the federal statutory income tax rate and
the effective income tax rate as a percentage of income before income taxes is
as follows:

|                                                                         |  | For the Fiscal Year |   |  | For the Fiscal Year |  
|------------------------------------------------------------------------ |  | ------------------- | - |  | ------------------- | -
|                                                                         |  | Ended               |   |  | Ended               |  
|                                                                         |  | May 31, 2013        |   |  | May 31, 2013        |  
|                                                                         |  |                     |   |  |                     |  
|Federal statutory income tax rate                                        |  | (34.0%              | ) |  | (34.0%              | )
|                                                                         |  |                     |   |  |                     |  
|Change in valuation allowance on net
      operating loss carry-forwards |  | 34.0                |   |  | 34.0                |  
|                                                                         |  |                     |   |  |                     |  
|Effective income tax rate                                                |  | 0.0%                |   |  | 0.0%                |  

Note 7  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
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, ClearMind Experience,
iBreathe properties and related proprietary service technologies, products and
services. At the time of acquisition, OML had no significant assets, liabilities
or operations.

F-13

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