Amended Annual Report (10-k/a)
02 Oktober 2013 - 9:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED
May 31, 2013
333-175525
Commission File Number
LIVING BREATH PROJECT, INC.
(Name of Business Issuer in Its Charter)
Nevada
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99-0365611
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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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:
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Common Stock, par value $0.001 per share
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(Title of Class)
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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 registrants 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
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, or smaller reporting company in Rule 12b-2 of the Exchange Act (check
one):
Large accelerated filer [ ]
|
Accelerated
filer [
]
|
Non-accelerated filer [ ]
|
Smaller reporting Company [X]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act.).
Yes [
] No [X]
As of September 27, 2013, there were 35,942,913 shares of
common stock of the registrant issued and outstanding.
The aggregate market value of voting common stock held by
non-affiliates of the registrant as of November 30, 2012, was $0.00.
EXPLANATORY NOTE
The sole purpose of this Amendment to Living Breath Project, Inc.’s Report on Form 10-K for the fiscal year ended May 31, 2013, filed with the Securities and Exchange Commission on September 27, 2013 (the “Form 10-K”), is to provide the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language) to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ii
ITEM 15 . EXHIBITS
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101.INS
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XBRL Instance Document#
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101.SCH
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XBRL Taxonomy Schema#
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101.CAL
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XBRL Taxonomy Calculation Linkbase#
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101.DEF
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XBRL Taxonomy Definition Linkbase#
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101.LAB
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XBRL Taxonomy Label Linkbase#
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101.PRE
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XBRL Taxonomy Presentation Linkbase#
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* Incorporated by reference to the Companys 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
1
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: October 2, 2013
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LIVING BREATH PROJECT, INC.
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/s/
Genie O Malley
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Name: Genie O Malley
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Title: President, Chief Executive Officer,
Chief
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Financial Officer, Secretary and Treasurer
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(Principal Executive Officer and Principal
Financial Officer)
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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
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Title
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Date
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President, Chief Executive
Officer, Chief Financial Officer,
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October 2, 2013
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/s/ Genie O
Malley
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Secretary and Treasurer,
Director
|
|
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Genie O Malley
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(Principal Executive Officer
and Principal Financial Officer)
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2
EXHIBIT INDEX
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101.INS
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XBRL Instance Document#
|
|
|
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101.SCH
|
|
XBRL Taxonomy Schema#
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase#
|
|
|
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101.DEF
|
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XBRL Taxonomy Definition Linkbase#
|
|
|
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101.LAB
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XBRL Taxonomy Label Linkbase#
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|
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101.PRE
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XBRL Taxonomy Presentation Linkbase#
|
* Incorporated by reference to the Companys 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
3
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