ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company", mean Life Stem Genetics Inc., a Nevada company, and our wholly owned subsidiary Life Stem Genetics, Inc., a South Dakota company, unless otherwise indicated.

GENERAL OVERVIEW

We were incorporated in the State of Nevada on July 5, 2012 under the name Miami Days Corp. Our company was involved in the business of production and sale of fast food. The objective of our company was to establish a market in the Balkan region, particularly in the country of Serbia. We intended to provide the community with authentic and traditional Serbian fast food. We planned to generate revenue by selling traditional Serbian fast food cuisine from a chain of fast food outlets. Previously, our company had a contract with Slavko Didic to rent a property in order to conduct our business at Save Jovsica 9e, Zvezdara 11000, Belgrade, Serbia.

Unfortunately, we were not able to implement our business plan and consequently our management began considering alternative strategies, such as business combinations or acquisitions to create value for our shareholders.

On January 1, 2013, Life Stem Genetics, Inc., a South Dakota corporation ("LSG South Dakota") entered into an employment agreement with Gloria Simov. Pursuant to this employment agreement, Ms. Simov agreed to act as the president of LSG South Dakota. As compensation for acting as president, LSG South Dakota agreed to compensate Ms. Simov $30,000 per annum. The agreement is to terminate on January 1, 2014.

Gloria Simov, an officer and director of our company, is also an officer and director of LSG South Dakota. Ms. Simov is also a major shareholder of LSG South Dakota.

LSG South Dakota is a State of South Dakota corporation engaged in the business of providing stem cell therapy treatments.

On August 29, 2013, our company signed a letter of intent with LSG South Dakota that, if the intent of the letter of intent was carried out, would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. In addition, after the proposed share exchange our company would provide financing to LSG South Dakota sufficient to carry out its business objectives.

On August 30, 2013, our company entered into a share exchange agreement with LSG South Dakota and the shareholders of LSG South Dakota that would result in our company acquiring 100% of the outstanding shares of LSG South Dakota and in exchange the LSG South Dakota shareholders would receive restricted shares of our company. Pursuant to the terms of the share exchange agreement, we agreed to acquire all 1,100,000 issued and outstanding shares of LSG South Dakota's common stock in exchange for the issuance by our company of 26,422,500 shares of our common stock to the shareholders of LSG South Dakota. The restricted shares to be issued to the LSG South Dakota shareholders would represent 60% of then issued shares of our company at the closing of agreement and related transactions.

Further, pursuant to the share exchange agreement, we were required to provide a financing of an aggregate of $500,000, to close no later than 60 days from the close of the share exchange and on mutually agreeable terms. The financing is to be used for advancement of our business objectives.

On September 16, 2013, our board of directors and a majority of our shareholders approved a change of name of our company from "Miami Days Corp." to "Life Stem Genetics Inc.".

In addition to the name change, our board of directors and a majority of our shareholders approved a 13 new for 1 old forward split of our issued and outstanding shares of common stock and an increase to our authorized capital. As a result in our issued and outstanding common stock would increase from 5,355,000 to 69,615,000 shares and our authorized capital would increase from 75,000,000 shares of common stock to 250,000,000 shares of common stock, all with a par value of $0.001.

A Certificate of Amendment to effect the change of name and increase to authorized capital became effective with the Nevada Secretary of State on September 18, 2013. Our name change and stock split were approved by the Financial Industry Regulatory Authority ("FINRA") effective September 20, 2013. The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 20, 2013. Our trading symbol is "LIFS". Our CUSIP number is 53217Y 103.

Subsequent to the filing of our annual report for the fiscal year ended July 31, 2013, we changed our fiscal year-end from July 31 to June 30.

Our principal executive office is located at 433 North Camden Drive, Suite 400, Beverly Hills, CA 90210. Our phone number is (310) 279-5234.

OUR CURRENT BUSINESS

Our new business is to establish a series of stem cell therapy based clinics around the world. The first three locations are planned for Las Vegas, Nevada, Newport Beach, California and Hong Kong. The business goal is to have 20 locations established internationally within five years. Each facility will be set up in a spa-like atmosphere and offer a variety of treatments.

On September 19, 2013, we entered into an amending agreement with LSG South Dakota and its shareholders. Pursuant to the terms of the amending agreement, we mutually agreed to extend the date of closing of the share exchange agreement.

On September 20, 2013, we closed the share exchange by issuing the required 26,422,500 common shares to the shareholders of LSG South Dakota. As a result of the share exchange, LSG South Dakota became our wholly-owned subsidiary. Concurrently, and as a condition to closing the share exchange agreement, we cancelled 52,000,000 shares of our common stock.

Additionally, on September 20, 2013, Bojan Didic, a former officer, director and shareholder of our company, agreed to cancel 52,000,000 shares of common stock. As a result of the closing of the share exchange agreement with LSG South Dakota, LSG South Dakota became our wholly-owned subsidiary and we now carry on business in the state of California. Our company is in the development stage and has generated only nominal/insignificant revenues.

On September 25, 2013, we entered into a press agreement with Contrarian Press LLC, pursuant to which Contrarian will establish a proprietary database of potential investors for our company. Based on the resources necessary to commence the services, our company has paid an initial amount of $300,000 to be applied to recurring database acquisitions costs expended by Contrarian. Throughout the term of the agreement, continuation of activities by Contrarian and replenishment of the budget by our company will be as approved by mutual agreement. The agreement is for a term of 24 months and may be terminated in writing by either party upon five business days written notice to the other party.

Effective October 21, 2013, we entered into a private placement agreement with one person. Pursuant to the agreement, we agreed to the issuance of 500,000 units at a price of $1.00 per unit. Each unit consists of one share of our common stock and one warrant. Each warrant is exercisable into one common share of our company's common stock at price of $1.00 per warrant share for a period of 12 months. The total proceeds received from this private placement were $500,000.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

CASH REQUIREMENTS

Over the next 12 months we intend to carry on business as a development stage stem cell therapy treatment company. We anticipate that we will incur the following operating expenses during this period:

              Expense                                     Amount ($)
              -------                                     ----------

Consulting Fees for Research and Development(1)            452,000
Fixed asset purchases                                       20,000
Management Consulting Fees                                 130,000
Professional fees(1)                                       170,000
Rent                                                        18,000
Sales, Travel and Marketing(1)                             120,000
Other general administrative expenses(1)                    90,000
                                                         ---------
TOTAL                                                    1,000,000
                                                         =========

(1) On January 1, 2013, LSG South Dakota entered into an implementation and management agreement with Lexington Management Inc. Pursuant to this agreement, Lexington is to oversee management, administrative and implementations services to LSG South Dakota, such duties will include arranging and monitoring legal and accounting services, developing public relation campaigns and arranging financing. As compensation to Lexington for its service, LSG South Dakota agreed to pay Lexington $20,000 per month. Over the next 12 months, Lexington will be paid $240,000 which includes $92,000 for consulting fees for research and development, $26,000 in professional fees, $72,000 for sales, travel and marketing, and $50,000 in general and administrative fees.

We will require funds of approximately $500,000 over the next twelve months to operate our business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

                                                                Cumulative From
                                            Three Months       November 30, 2012
                                               Ended            (Inception) to
                                            September 30,        September 30,
                                                2013                 2013
                                             ----------           ----------

Revenues                                     $      Nil           $      Nil
Operating Expenses                           $  109,363           $  259,500
Net Loss                                     $ (109,363)          $ (259,500)

From our inception on November 30, 2012 to September 30, 2013, we did not have any operating revenues.

                                                                Cumulative From
                                            Three Months       November 30, 2012
                                               Ended            (Inception) to
                                            September 30,        September 30,
                                                2013                 2013
                                             ----------           ----------

General and administrative                   $    3,503           $    8,640
Professional fees                            $   26,160           $   36,160
Professional fees - related party            $   72,200           $  192,200
Executive compensation - related party       $    7,500           $   22,500
                                             ----------           ----------
Total operating expenses                     $  109,363           $  259,500
                                             ==========           ==========

During the three months ended September 30, 2013, our company incurred operating expenses of $109,363 compared with $259,500 for the period from November 30, 2012 (inception) to September 30, 2013. The decrease in operating expenses was attributed to decreases in general and administrative expenses, professional fees, professional fees - related party and executive compensation - related party.

For the three months ended September 30, 2013, our company incurred a net loss of $109,363 or $0.00 loss per share compared with a net loss of $259,500 for the period from November 30, 2012 (inception) to September 30, 2013.

Working Capital

                                                                 At                   At
                                                            September 30,          June 30,
                                                                2013                 2013
                                                             ----------           ----------
Current Assets                                               $   19,898           $      192
Current Liabilities                                          $  240,323           $  139,329
Working Capital (Deficit)                                    $ (220,425)          $ (139,137)

Cash Flows
                                                                                     From
                                                                               November 30, 2012
                                                                 At             (Inception) to
                                                            September 30,        September 30,
                                                                2013                 2013
                                                             ----------           ----------
Net Cash Provided by (Used in) Operating Activities          $  (60,031)          $  (65,168)
Net Cash Provided by (Used In) Investing Activities          $ (150,000)          $ (150,000)
Net Cash Provided by Financing Activities                    $  229,737           $  235,066
Net Increase (Decrease) In Cash During The Period            $   19,706           $   19,898

CASH FLOW FROM OPERATING ACTIVITIES

During the three months ended September 30, 2013, our company used $60,031 of cash for operating activities compared with the use of $65,168 during the period from November 30, 2012 (inception) to September 30, 2013. The decrease in the use of cash for operating activities was due to decreases in shares issued for services, accounts payable - related party and accrued executive compensation - related party.

CASH FLOW FROM INVESTING ACTIVITIES

During the three months ended September 30, 2013, our company used $150,000 with respect to investing activities compared with $150,000 during the period from November 30, 2012 (inception) to September 30, 2013.

CASH FLOW FROM FINANCING ACTIVITIES

During the three months ended September 30, 2013, our company received $229,737 from financing activities compared with $235,066 during the period from November 30, 2012 (inception) to September 30, 2013.

At September 30, 2013, our company had a cash balance and total assets of $19,898 compared with cash balance and total assets of $192 as at June 30, 2013. The increase in cash and total assets were attributed to increase in cash from the sale of common stock which allowed our company to purchase the database for $150,000.

As at September 30, 2013, our company had total liabilities of $240,323 compared with $139,329 as at June 30, 2013. The increase was attributed to increases in accounts payable, accounts payable - related party, accrued executive compensation - related party and notes payable - related party.

As at September 30, 2013, our company had a working capital deficit of $220,425 compared with a working capital deficit of $139,136 as at June 30, 2013.

GOING CONCERN

We have not generated any revenue since inception and are dependent upon obtaining outside financing to carry out our operations. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

FUTURE FINANCINGS

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

CRITICAL ACCOUNTING POLICIES

BASIS OF PRESENTATION

The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by our company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although our company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim consolidated financial statements be read in conjunction with the financial statements of Life Stem Genetics, Inc. (South Dakota corporation) for the period of inception (November 30, 2012) to June 30, 2013 and notes thereto included in the Form 8-K current report and all amendments for Life Stem Genetic, Inc. (Nevada corporation). Our company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

PRINCIPLES OF CONSOLIDATION

For the period from November 30, 2012 to September 30, 2013, the consolidated financial statements include the accounts of LSG Nevada and LSG South Dakota. All significant intercompany balances and transactions have been eliminated. LSG Nevada and LSG South Dakota will be collectively referred herein to as the "Company".

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

CASH AND CASH EQUIVALENTS

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximate fair value.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS

Capitalized software costs include costs incurred in connection with the development of software and purchased software. These costs relate to software used by subscribers to access, manage and analyze information in our company's databases. Capitalized costs associated with internally developed software are amortized over three years which is their estimated economic life.

Our company exercises significant judgment in determining that capitalized application software costs meet the criteria established in Financial Accounting Standards Board ("FASB") ASC 350-40, Internal-Use Software. Software production costs for computer software that is to be used as an integral part of a product or process shall not be capitalized until both (a) technological feasibility has been established for the software and (b) all research and development activities for the other components of the product or process have been completed.

REVENUE RECOGNITION

Our company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. Our company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller's price to the buyer is fixed and (4) Collectability is reasonably assured.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

STOCK-BASED COMPENSATION

Our company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires our company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. Our company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

EARNINGS PER SHARE

Our company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

RECENT ACCOUNTING PRONOUNCEMENTS

Our company has evaluated all the recent accounting pronouncements issued through November 2013 and believes that none of them will have a material effect on our company's financial statement.