Current Report Filing (8-k)
April 18 2013 - 6:02AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
April 12, 2013
LIVING BREATH PROJECT,
INC.
(formerly known as Dilmax Corp.)
(Exact name of
registrant as specified in its charter)
Nevada |
333-175525 |
99-0365611 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
2360 Corporate Circle Suite 400
Henderson,
Nevada 89074
(Address of principal executive offices, including zip
code)
(855) 436-2427
(Registrants telephone number,
including area code)
Copies to:
Peter Campitiello, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Tel: 212-541-6222
Fax: 212-245-3009
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES
IN REGISTRANTS CERTIFYING ACCOUNTS
1. Previous
Independent Registered Public Accounting Firm.
A.
On April 12, 2013, the Company dismissed its independent registered public
accounting firm, M&K CPAS, PLLC (M&K).
B.
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.
C.
The decision to change accountants was approved by the Companys 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 Companys 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 Companys financial statements.
D.
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 Companys financial
statements.
E.
The Company has made the contents of its Form 8-K available to M&K and
requested it to furnish a letter to the Securities and Exchange Commission
(Commission) as to whether M&K agrees or disagrees with, or wishes to
clarify the Company's expression of their views. As of the date of this report,
we have not received such letter from M&K. When received, the Company will
amend this Current Report to include such letter as Exhibit 16.1.
2. New Independent
Registered Public Accounting Firm.
The
Registrant has engaged PKF as its new independent certified public accounting
firm to audit the Registrants financial statements May 31, 2013. 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 Registrants 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.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LIVING BREATH PROJECT,
INC. |
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|
|
|
|
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Date: April 17, 2013 |
By: |
/s/
Genie OMalley |
|
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Name: Genie OMalley |
|
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Title: Chief Executive Officer
|
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