`                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549

                             FORM 10-Q

(Mark One)
           [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934.

            For the quarterly period ended March 31, 2009

                                or

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

For the transition period from                      to

                   Commission file number 000-32733

                           THERABIOGEN, INC.
       (Exact Name of Registrant as Specified in Its Charter)

         NEVADA                                   76-0784328
  (State or Other Jurisdiction of
Incorporation or Organization)      (I.R.S. Employer Identification No.)

 1365 N. Courtenay Parkway, Suite A
 Merritt Island, FL                                     32953
(Address of Principal Executive Offices)              (Zip Code)

Registrant Telephone Number, Including Area Code    (321)-433-1136

     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 check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer, and small reporting company in Rule 12b-2 of the Exchange
Act.

   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]

	The number of shares of the Registrants Common Stock, $0.0001 par
value, outstanding as of May 1, 2009 was 18,791,000 shares.



                                TABLE OF CONTENTS
-------------------------------------------------------------------------

                         PART I   FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS........................................ F-1

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION....  2

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.... 3

Item 4.  CONTROLS AND PROCEDURES....................................... 3

                            PART II  OTHR INFORMATION

Item 1.  LEGAL PROCEEDINGS............................................. 4

Item 1A. RISK FACTORS ................................................. 4

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. . 4

Item 3.  DEFAULTS UPON SENIOR SECURITIES............................... 5

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .......... 5

Item 5.  OTHER INFORMATION ............................................ 6

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.............................  9


Signatures ........................................................... 10





Part I.

Item 1.  FINANCIAL INFORMATION
                                THERABIOGEN, INC.
                         (A Development Stage Company)
                                 BALANCE SHEETS
                                              March 31      December 31,
                                               2009             2008
                                            (Unaudited)      (Audited)
                                            --------         ----------
ASSETS
Current assets:
  Cash and cash equivalents              $      1,354          $     100
                                             ----------         ---------
Total current assets                            1,354                100
Other assets:
  License, net of amortization of
      $68,635 and $39,220                   2,284,565          2,313,980
                                            ----------         ---------
Total assets                                2,285,919          2,314,080
                                            ==========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIT)

Liabilities
  Current liabilities:
   Accounts payable (including $30,000
     and $10,000 to related parties            37,359             15,275
   Accrued interest                            15,158              9,435
   Convertible notes                          249,500            234,500
                                             ---------         ---------
Total liabilities                             302,017            259,210

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value; 5,000,000
   shares authorized; no shares issued            --                  --
Common stock, $.0001 par value; 100,000,000
   shares authorized; 18,791,000 and
   17,895,000 shares issued and outstanding
   at March 31, 2009 and December 31, 2008      1,880              1,790

Additional paid-in capital                  2,225,815          2,219,005
Deficit accumulated during the development
    stage                                    (243,793)          (165,925)
                                            ----------         ----------
Total stockholders' equity                  1,983,902          2,054,870)
                                            ----------         ----------
Total liabilities and stockholders' equity
         (deficit)                         $2,285,919         $2,314,080
                                            ==========         ==========


         See accompanying notes to financial statements.




                            THERABIOGEN, INC.
                       (A Development Stage Company)
                         Statements of Operations
                               (UNAUDITED)

                                  For the three            Cumulative
                                   months ended           from inception
                                     March 31,              in April,
                                 2009       2008              2000
                               --------   --------        --------------
INCOME                         $    25    $    -          $   10,478

EXPENSES
General and administrative
   Amortization                  29,415        -              68,635
   Consulting (including
      $33,000, $23,750 and
      $76,750 to related
      parties                    33,000    23,750            142,798
    Professional expenses         6,534     2,500             19,909
    Rent                          1,650        -               3,800
    Other                           171     1,750              2,571
			               --------  --------          ---------
Total operating expenses         70,770    28,000            237,713
                                --------  --------          ---------
NET OPERATING INCOME (LOSS)     (70,745)  (28,000)          (227,235)

OTHER (INCOME)EXPENSE
Interest                          7,123       300             16,558
Taxes                                -          -                 -
                                --------  --------          ---------
NET LOSS                        (77,868)  (28,300)          (243,793)
                                ========= ========          =========

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
(BASIC AND DILUTED)           18,532,156 2,195,000
                              ========== ==========
NET INCOME (LOSS) PER
SHARE
(BASIC AND DILUTED)           $   (0.004) $ (0.013)
                              ==========  ==========








See accompanying notes to financial statements.





                            THERABIOGEN, INC.
                      (A Development Stage Company)
                        STATEMENTS OF CASH FLOWS
                              (UNAUDITED)

                                                              Cumulative
                                         For the three months    from
                                            ended March 31,    inception
                                            2009       2008   April, 2000
                                           -------    --------  ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                             $ (77,868) $ (28,300) $(243,793)

   Adjustments to reconcile net loss to net
     cash used by operating activities
   Amortization                             29,415         -      68,635
   Stock issued for services                    -          -       8,390
   Accounts payable and accrued expenses    29,207     (1,700)    53,917
                                      	    -------   --------  ---------
 NET CASH USED BY OPERATING ACTIVITES      (19,246)   (30,000)  (112,851)
                               		    -------   --------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES

   	Acquisition of license                     -         -    (150,000)
                                           ---------  --------  ---------
NET CASH USED BY INVESTING ACTIVITIES            -         -    (150,000)

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock for cash            -         -       4,205
    Capital contribution                        500        -       5,500
    Proceeds from debentures                 20,000        -     254,500
                               		   --------  --------   ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES    20,500        -     264,205
                              		   --------  --------   ---------

NET INCREASE (DECREASE)IN CASH AND
EQUIVALENTS FOR THE PERIODS                   1,254   (30,000)     1,354

CASH AND CASH EQUIVALENTS
     BEGINNING OF PERIOD    			        100    30,000          -
                               		    --------  --------  ---------
CASH AND CASH EQUIVALENTS
     END OF PERIOD                  	  $   1,354  $     -   $   1,354
                               		   ========  ========  ==========
NON-CASH ACTIVITIES:
   Stock issued to pay debentures         $  (5,000) $     -   $  (5,000)
   Stock issued to pay accrued interest   $  (1,400) $     -   $  (1,400)

SUPPLEMENTAL DISCLOSURES
    Interest paid              		  $      -   $    -
    Income taxes paid          		  $      -   $    -
                               		   ========  ========
See accompanying notes to financial statements.


                           THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                         MARCH 31, 2009 and 2008
                              (Unaudited)

NOTE 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

TheraBiogen, Inc. (the Company) a Nevada corporation, was organized on April
26, 2000 as Terra Trema, Inc.  As a result of the licensing of the THERAMAX?
Cold Relief, THERAMAX? Flu Relief, THERAMAX? Allergy Relief and THERAMAX?
Migraine Relief products in July 2008, the Company is no longer a shell company
and filed the necessary information regarding the change of its status in the
Form 10-K report for the year ended December 31, 2005, filed in December 2008.

In July, 2008, the Company entered into a licensing agreement with Nasal
Therapeutics, Inc. of Long Beach, California, for the exclusive license rights
in North America to develop, market, distribute and sell four homeopathic nasal
spray products known as THERAMAX? Cold Relief, THERAMAX? Flu Relief, THERAMAX?
further development activities, the Company claims trademark rights to the
THERAMAX? name and all related uses.

As a result of the change of business plan, the Company changed its corporate
name to TheraBiogen, Inc. on August 29, 2008. On September 9, 2008, the Company
amended its Articles of Incorporation to increase its authorized capital to
100,000, 000 shares of $0.0001 par value common stock and 5,000,000 shares of
$0.0001 par value preferred stock.

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and the instructions to Form 10-Q. In the opinion of
management, the financial statements include all adjustments considered
necessary for a fair presentation of the Company's financial position, as of
March 31, 2009, and its results of operations and cash flows for the three
months ended March 31, 2009 and 2008. The results of operations are not
necessarily indicative of the results to be expected for the full year.  The
financial statements should be read in conjunction with the audited financial
statements of the Company for the most recent fiscal year ended December 31,
2008, as reported on Form 10-K filed with the SEC on March 30, 2009.

GOING CONCERN AND MANAGEMENT'S PLANS

The Company has been a development stage company and had no operations and
limited financial and other resources during the periods prior to December 31,
2007. During 2008 the Company borrowed $204,500 and issued two year convertible
bonds at 12 percent interest in order to acquire the THERAMAX? product licenses
but has expended the entire amount for the license and for current operating
expenses. In January, 2009, the Company borrowed another $20,000 and issued
a two year convertible bond at 16 percent interest but has also expended nearly
the entire amount for subsequent operating expenses. These conditions and lack
of additional working capital raise substantial doubt about the Company's
ability to continue as a going concern.

Management's plans with respect to these conditions is to obtain additional
capital from equity or loan sources in order to begin the distribution of the
THERAMAX? product line in 2009. Accordingly, the accompanying financial
statements have been presented under the assumption that the Company will
continue as a going concern.

                           THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                         MARCH 31, 2009 and 2008
                              (Unaudited)

NOTE 1. ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION (CONTINUED)
The shares of the Company common stock do not currently trade on any market or
exchange.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued Statement of Financial Accounting Standards No.
162 (SFAS 162), The Hierarchy of Generally Accepted Accounting
Principles. The new standard is intended to improve financial reporting by
identifying a consistent framework, or hierarchy, for selecting accounting
principles to be used in preparing financial statements that are presented
in conformity with U.S. generally accepted accounting principles (GAAP) for
non-governmental entities. The Statement will be effective 60 days following
the SECs approval of the Public Company Accounting Oversight Board
(PCAOB) amendments to AU Section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. We are currently
evaluating the effects, if any, that SFAS 162 may have on our financial
reporting.

NOTE 2. EQUITY TRANSACTIONS

In January, 2009, the Company issued 896,000 shares of common stock on the
partial conversion of the $30,000 convertible debt issued in November, 2007.
In accordance with the conversion terms, accrued interest to the date of the
conversion (January 27, 2009)in the amount of $1,400 and $5,0000 in principal
were converted into the 896,000 common shares. As a result, the total number of
shares of common stock outstanding at March 31, 2009 was 18,791,000.

NOTE 3. RELATED-PARTY TRANSACTIONS

During the quarter ended March 31, 2009, the Company received consulting
services from FSR, Inc. in the amount of $15,000 under a consulting agreement
entered into in September, 2008.  FSR, Inc. provides the services of Kelly T.
Hickel as Chairman, a director and CEO of the Company. The Company also received
consulting services from CF Consulting, LLC in the amount of $18,000, for which
CF Consulting, LLC provided services as principal financial officer and
corporate counsel.

NOTE 4.   CURRENT OPERATIONS.

As a result of the license agreement with Nasal Therapeutics, Inc. in July,
2008, the Company has entered the business of manufacturing, marketing and
distributing four homeopathic nasal sprays, THERAMAX Cold Relief, THERAMAX
Flu Relief, THERAMAX Allergy Relief and THERAMAX Migraine Relief, on an
exclusive basis in North America and with a right of first refusal for all
other areas. Nasal Therapeutics, Inc. is a U.S. based pharmaceutical company
dedicated to the production and marketing of homeopathic nasal products
for a variety of human conditions. That company is led by Dr. Charles
Hensley, co-founder of Zicam, LLC (formerly Geltech, LLC) and the inventor
of the homeopathic nasal spray, ZICAM cold remedy. With the launch of
                             THERABIOGEN, INC.
                      NOTES TO FINANCIAL STATEMENTS
                      (A Development Stage Company)
                       MARCH 31, 2009 and 2008
                              (Unaudited)

NOTE 4.   CURRENT OPERATIONS (Continued).

ZICAM, Dr. Hensley and his co-workers changed the marketing and product
placement paradigm for homeopathic drugs in the United States.

Dr. Hensley?s experience and ability to develop highly effective homeopathic
treatments gives the Company a huge marketing and timing advantage over
large pharmaceutical companies, which take an average of eight years to
bring a drug to market. The Company estimates it can place a new homeopathic
treatment into the marketplace within 6 to 12 months from the time of
development.

The products THERAMAX Cold Relief, THERAMAX Flu Relief, and THERAMAX
Allergy Relief are homeopathic nasal sprays for the treatment of the common
cold, influenza and allergy respectively.  All products were invented by Dr.
Charles Hensley and licensed from PRB Pharmaceuticals, a leading anti-viral
company. Other nasal products are currently under development.  The Company
expects to have its initial production in distribution in 2009.

In order to carry out its business plan, the Company borrowed the sum of
$30,000 from Leaddog Capital, LP, an unaffiliated investment bank, in November,
2007 and issued a convertible, 2 year, 4 percent debenture note, convertible
into 4,200,000 common shares at any time during the term of the note.  On
maturity, the note automatically converts into common stock. On January 27,
2009, Leaddog Capital, LP partially exercised the conversion option and a total
of 896,000 common shares were issued in payment of $1,400 interest accrued to
the date of conversion, and $5,000 in principal. Interest of $267 has been
accrued on this note for the three months ended March 31, 2009.

On August 29, 2008, the Company received an additional $200,000 investment
from Leaddog Capital, LP and issued a 2 year convertible debenture at 12
percent interest.  The debenture is convertible into common stock of the
Company at any time after 20 days from the first listing of the Company?s
common stock for trading, at a conversion price per share equal to 75
percent of the lowest closing bid price for the common shares in the prior
20 trading days, but not less than $0.01 and not more than $0.10 per share.
The funds were used in part for the initial license fee payment of $150,000
to Nasal Therapeutics, Inc. Interest of $6,000 has been accrued on this note
during the quarter ended March 31, 2009.

In November, 2008, the Company borrowed a total of $4,500 from Leaddog Capital,
LP and issued two convertible debentures at 12 percent interest. The debentures
are convertible into common stock of the Company at any time after 20 days from
the first listing of the Company?s common stock for trading, at a conversion
price per share equal to 75 percent of the lowest closing bid price for the
common shares in the prior 20 trading days, but not less than $0.01 and not more
than $0.10 per share.  Interest of $135 has been accrued on these notes during
the quarter ended March 31, 2009.

In January, 2009 the Company borrowed a total of $20,000 from Leaddog Capital,
LP and issued a subordinated promissory note at 16 percent interest. The Company
also agreed to issue 50,000 shares of its common stock to Leaddog Capital, LP as
                             THERABIOGEN, INC.
                      NOTES TO FINANCIAL STATEMENTS
                      (A Development Stage Company)
                       MARCH 31, 2009 and 2008
                              (Unaudited)

NOTE 4.   CURRENT OPERATIONS (Continued).

a commitment fee, and an additional 50,000 shares to Leaddog Capital Markets,
LLC, an affiliate of Leaddog capital, LP, for due diligence expenses.  Interest
of $721 has been accrued on this note during the quarter ended March 31, 2009.


Item 2. Management Discussion and Analysis or Plan of Operation

         Statements contained in this Plan of Operation of this Quarterly
Report on Form 10-Q include "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Forward-looking statements involve known
and unknown risks, uncertainties and other factors which could cause the
actual results of the Company (sometimes referred to as "we", "us" or the
"Company"), performance (financial or operating) or achievements expressed
or implied by such forward-looking statements not to occur or be realized.
Such forward-looking statements generally are based upon the Company's
best estimates of future results, general merger and acquisition activity
in the marketplace, performance or achievement, based upon current
conditions and the most recent results of operations. Forward-looking
statements may be identified by the use of forward-looking terminology
such as "may," "will," "project," "expect," "believe," "estimate,"
"anticipate," "intends," "continue", "potential," "opportunity" or similar
terms, variations of those terms or the negative of those terms or other
variations of those terms or comparable words or expressions. (See the
Company's Form 10-K for the year ended December 31, 2006 for a
description of certain of the known risks and uncertainties of the
Company.)

General
         During 2007, we entered into an exclusive licensing agreement with a
California company, Nasal Therapeutics, Inc. to develop, manufacture, market
and sell 4 homeopathic nasal sprays, THERAMAX Cold Relief, THERAMAX Flu Relief,
THERAMAX Allergy Relief and THERAMAX Migraine Relief, on an exclusive basis in
North America and with a right of first refusal for all other areas. The
principal of Nasal Therapeutics, Inc., Dr. Charles Hensley, also developed the
very successful homeopathic nasal product ZICAM. Dr. Hensley also developed
Zicam Allergy and the nasal delivery systems used in the Zicam product line
extensions.  Zicam is one of the top cold remedies in the United States with
sales exceeding $100,000,000 in 2006. Dr. Hensley founded Geltech, LLC., the
company that launched Zicam and made the product a household name. In 2001, Dr.
Hensley and his partners sold their interest in Geltech to Matrixx Initiatives
(MTXX).

Under the terms of the License Agreement, we issued 15,300,000 shares of its
common stock to Nasal Therapeutics, Inc. on September 2, 2008 and paid Nasal
Therapeutics, Inc. the sum of $150,000, as an initial license fee. There is also
an annual license fee of $100, payable on September 1 of each subsequent year of
the license, which has a 20 year term. The shares of common stock issued to
Nasal Therapeutics, Inc. were valued at $0.144 per share, resulting in the cost
of the license being $2,353,200, including the $150,000 cash payment and the
value of the stock issued.  This total license cost is being amortized over the
twenty year life of the license. The issue of the shares to Nasal Therapeutics,
Inc. resulted in a change of control of the Company.

Business model

Over the next 12 to 24 months, we will launch three homeopathic nasal sprays
into the United States OTC market. We will launch THERAMAX Cold Relief in early
2009 and THERAMAX Flu Relief and THERAMAX Allergy Relief in 2009. We have
already identified and contracted with manufactures for the products, and has
designed packaging materials, and intends to work with existing distribution
sources for marketing the products.  During the period ended March 31, 2009, we
designed packaging for the products, arranged for the manufacture of samples and
have hired a product development manager to help with the launch of the products
in the second quarter of 2009.

Homeopathic nasal sprays

THERAMAX Cold Relief

THERAMAX Cold Relief homeopathic nasal spray is the next generation Zicam
cold remedy product. Zicam, which was developed by Dr. Hensley in the late
1990s, is a highly successful product with sales exceeding US$100,000,000
in 2006. However, in recent years, the use of zinc in the Zicam product has
come under fire. In 2003, reports began to surface that a small number
of Zicam users suffered a condition known as anosmia, or total loss of
smell. It has since been demonstrated that Zicam is safe and does not cause
anosmia. However, these reports have left questions in the minds of
consumers creating a huge market for a Zicam-type product that does not
contain zinc.

Common colds are caused primarily by rhinoviruses and coronaviruses.
Rhinoviruses infect nasal cells by attaching to ICAM receptor sites on the
nasal membrane. Zicam reduces the duration of rhinovirus common cold by
inhibiting the ability of the rhinovirus to bind to and infect nasal cells.
The ionic zinc in Zicam binds to the rhinovirus ICAM attachment site and
inhibits the rhinovirus attachment to ICAM receptors. However, ICAM levels
on nasal cells are increased in the presence of rhinovirus making it likely
that a substantial amount of rhinovirus/ICAM interactions occur, even in the
presence of Zicam. This most likely results in incomplete suppression of
common cold infections and opens the door for the development of new Zicam
type technologies.

THERAMAX Cold Relief is superior to other homeopathic cold remedies on a
variety of levels. Similar to other remedies, the active ingredients of
THERAMAX Cold Relief also binds to the rhinovirus ICAM attachment site
inhibiting rhinovirus attachment to ICAM receptors. However, unlike Zicam,
THERAMAX Cold Relief ingredients also inhibits the ability of rhinovirus to
increase the amount of ICAM receptors on the nasal membrane. Furthermore,
the actives in THERAMAX Cold Relief also inhibits the entry coronaviruses
making it effective for coronavirus common colds as well. The fact that the
actives in THERAMAX Cold Relief decreases ICAM levels and inhibits both
rhinovirus and coronavirus should result in a more complete suppression of
common cold infections than what is seen with Zicam.  Human studies on
THERAMAX Cold Relief are still a few months from being initiated. However,
based on in vitro data, preliminary human clinical data and our experience
with Zicam, we expect THERAMAX Cold Relief to be much more effective
than Zicam at reducing the duration of the common cold. Patents protecting
the THERAMAX Cold Relief intellectual property have been filed with the
United States Patent and Trademark Office.

THERAMAX Flu Relief

THERAMAX Flu Relief homeopathic nasal spray is the influenza equivalent
to Zicam cold remedy. The active THERAMAX Flu Relief inhibits influenza
virus infections by blocking influenza virus entry into cells. Furthermore,
the active ingredient of THERAMAX Flu Relief inhibits influenza viral
uncoating and replication. Based on the in vitro data and preliminary human
clinical results, we expect the THERAMAX Flu Relief to be extremely
effective at treating influenza in humans. Patents protecting the
THERAMAX Flu Relief intellectual property have been filed with the United
States Patent and Trademark Office.

THERAMAX Allergy Relief

The nasal manifestation of allergies are mediated by ICAM-1 receptors
present on the surface of the nasal membrane. Antigens such as pollen, dust,
animal proteins etc. increase the expression and subsequent presentation of
ICAM-1 receptors on the nasal membranes and provide the attachment site for
inflammatory mediators of the allergic response. The intracellular mediator
of the antigen induced increase in ICAM-1 expression and the rhinovirus
induced ICAM-1 expression is the same. Therefore, active ingredients in
THERAMAX cold that inhibit the ICAM-1 expression form the core of the
THERAMAX Allergy Relief formulation. By inhibiting the antigen induced
ICAM-1 expression on the nasal membrane, it is predicted that THERAMAX
Allergy Relief will be extremely effective at treating and preventing nasal
allergies.

Expenses for the three months ended March 31, 2009 and 2008.

         Expenses for the three months ended March 31, 2009 were $77,893
as compared to $28,300, for the same period ended three months ended March 31,
2008. The expenses for the three months ended March 31, 2009 and 2008 are broken
down as follows:
                                                       March 31,
                                                2009             2008
                                              --------         --------
          Amortization                        $ 29,415        $      -
          License fees and permits                  -             1,750
          Interest expense                       7,123              400
          Outside consulting expenses           33,000           23,750
          Professional fees                      6,534            2,500
          Rent                                   1,650               -
          Miscellaneous expenses                   171               -
                                               ---------        --------
     Total expenses                           $ 77,893         $ 28,400

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Shares of our common stock do not currently trade on any market. An
application has been filed in May, 2009 with FINRA on Form 15c-211 for the
approval to trade our common shares on the NASD OTC Bulletin Board.

Since to date we have had no significant operations, the information and
disclosures required by Item 305 of Regulation S-K are omitted as not material.

Item 4.  Controls and Procedures

Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934 (the Exchange Act)). Disclosure
controls and procedures are the controls and other procedures that we
designed to ensure that we record, process, summarize and report in a
timely manner the information we must disclose in reports that we file
with or submit to the Securities and Exchange Commission under the
Exchange Act. Based on this evaluation, our Chief Executive Officer and
our Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered
by this report.

 Disclosure controls and procedures are controls and procedures that are
designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Securities and Exchange Commission rules and forms. Disclosure
controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated
to management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding
required disclosure.

(b) Changes in Internal Control over Financial Reporting.

 During the quarter ended March 31, 2009, there was no change in our
internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act) that has materially affected, or
is reasonably likely to materially affect, our internal control over
financial reporting.

PART II  -   OTHER INFORMATION

ITEM 1   -   Legal Proceedings.

None.

ITEM 1A. Risk Factors.

Not applicable.

ITEM 2   -   Unregistered Sales of Equity Securities and Use of Proceeds.

In January, 2009, we issued 896,000 shares of common stock on the
partial conversion of the $30,000 convertible debt issued in November, 2007.
In accordance with the conversion terms, accrued interest to the date of the
conversion (January 27, 2009)in the amount of $1,400 and $5,0000 in principal
were converted into the 896,000 common shares. As a result, the total number of
shares of common stock outstanding at March 31, 2009 was 18,791,000.

ITEM 3   -   DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4   -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None during the quarter ended March 31, 2009.

ITEM 5   -   OTHER INFORMATION

None

ITEM 6   -   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

None

(b) Reports on Form 8-K

None
                                   SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                              TheraBiogen, Inc.

                              By: \s\ Kelly T. Hickel
                                 --------------------------------------
                                 Kelly T. Hickel, President and CEO
                                 Dated:   May 14, 2009