**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****June 30****, 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, FL32953(Address of Principal Executive Offices) (Zip Code)                 Registrant Telephone Number, Including Area Code (321)-452-9091         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 ofAugust1, 2009 was18,791,000shares.

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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                  

1

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Part I.

Item 1. FINANCIAL INFORMATION                                                                               THERABIOGEN, INC.                                                                                BALANCE SHEETS                                                                                                                 June 30            December 31,                                                                                                                   2009                 2008                                                                                                               (Unaudited)           (Audited)                                                                                                               ----------            ----------        ASSETS        Current assets:        Cash and cash equivalents                                                                      $           14,458            $      100                                                                                                               ----------              ---------        Total current        assets                                                                                       14,458                   100        Other assets:        License, net of amortization of        $98,050and        $39,220                                                                                     2,255,150              2,313,980                                                                                                        ----------           -----------        Total        assets                                                                                   $        2,269,698            $2,314,080                                                                                                        ==========           ===========        LIABILITIES AND STOCKHOLDERS' EQUITY        (DEFICIT)                 Liabilities        Current liabilities:        Accounts payable(including $20,000        and$5,000 to related        parties                                                                 $           33,559            $    15,275Accrued        interest                                                                                           24,529                  9,435

                                                                                                        ----------           -----------        Total current liabilities                                                                                  58,088                 24,710        Long term liabilities:Convertible        notes                                                                                         334,500                234,500

                                                                                                 ----------                  -----------

Total long term        liabilities                                                                               334,500                234,500        --------- ---------

Total        liabilities                                                                                          392,588                259,210

        STOCKHOLDERS' EQUITYPreferred 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        atJune 30, 2009and December 31,2008                                                                      1,880                  1,790        Additional paid-in capital                                                                              2,225,815              2,219,005        Deficit accumulated during the development        stage                                                                                                    (350,585)              (165,925)                                                                                                        ----------            -----------        Total stockholders' equity                                                                              1,877,110              2,054,870                                                                                                 ----------            -        ----------        Total liabilities and stockholders' equity                                                     $ 2,269,698            $        2,314,080                                                                                                 ==========                   ===========         See accompanying notes to financial statements.

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                                                                      THERABIOGEN, INC.                                                                           Statements ofOperations                                                                         (UNAUDITED)

                                                                                              For the three    For the six      Cumulative

                                                                                               months ended    months ended   from inception                                                                                                 June 30,        June 30,       in April,

                                                                                             2009      2008    2009      2008      2000                                                                                                    -------  -------- -------   ------  ----------

INCOME                                                                                    $     -    $   -    $    25  $     -  $          10,478         EXPENSES

General andAdministrative:Amortization                                                                               29,415        -     58,830        -      98,050Consulting(including $63,000, $23,750 and

$106,750 to related        parties)                                                        30,000                -     63,000   23,750     172,798

Professional        expenses                                                                           -        -      6,534    2,500      19,909Insurance                                                                                   2,169        -      2,169        -       2,169

Marketing        samples                                                                   28,396        -            28,396        -      28,396

Rent                                                                                        1,650        -      3,300        -       5,450

Testing                                                                                     2,000        -      2,000        -       2,000Other                                                                                       3,790      300      3,962    2,050       6,362

                                                                                           ---------------- --------  --------  ---------

Total operating        expenses                                                            97,421              300    168,191   28,300     335,134                                                                                           -------- -------- --------  --------  ---------

NETOPERATINGINCOME(LOSS)                                                                             (97,421)    (300) (168,166) (28,300)   (324,656)

OTHER(INCOME)EXPENSEInterest                                                                                    9,371          -   16,494      300      25,929Taxes                                                                                           -          -        -        -           -                                                                                           -------- -------- --------  --------  ---------

NETLOSS                                                                                 $(106,792)   $(300)$(184,660)$(28,600) $(350,585)

                                                                                          ==================================  =========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING        (BASIC AND DILUTED)                                                             18,791,0002,195,00018,661,5782,195,000                                                                                        ==========        =================== =========NETINCOME(LOSS) PER        SHARE        (BASIC AND DILUTED)                                                               $ (0.006)$(0.001) $  (0.010)$ (0.013)                                                                                   =====================================                                                      See accompanying notes to financial statements.         

F- 2

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                                                                      THERABIOGEN, INC.

                                                                (A Development Stage Company)

                                                                  STATEMENTS OF CASH FLOWS                                                                                (UNAUDITED)

                                                                                         For thesixmonths              Cumulative

                                                                                    endedJune 30,             from inception                                                                                         2009         2008            in April 2000

                                                                                --------             --------         --------------CASH FLOWS FROM OPERATING ACTIVITIES        Netloss                                                                             $(184,660)   $(28,600)          $(350,585)         Adjustments to reconcile net loss tonetcash used by

operating activities

Stock issued for        services                                                              -                   -                8,390        Amortization                                                                             58,830            -               98,050

Accounts payable and accrued        expenses                                             18,284              (1,400)              33,559Accrued interest                                                                         16,494            -               25,929                                                                                       ---------     ---------          ----------NET CASH USED BY OPERATING ACTIVITES                                             (91,052)            (30,000)            (184,657)                                                                                       ---------     ---------          ----------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 forcash                                                      -                   -                4,205        Capital contribution                                                                        500            -                5,500

Proceeds from        debentures                                                                105,000       30,000              339,500                                                                                       ---------    ---------            ---------NET CASH PROVIDED BY FINANCING ACTIVITIES                                               105,500       30,000              349,205          ---------------------------NET INCREASE(DECREASE)IN CASH AND

EQUIVALENTS FOR THE        PERIODS                                                       14,448                   -               14,548         CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD                                        100                   -                    -                                                                                      ---------    ---------            ---------CASH AND CASH EQUIVALENTS END OF PERIOD                                         $14,548           $       -            $  14,458                                                                                       =========    =========            =========

NON-CASH ACTIVITIES:        Stock issued to pay debentures                                                  $ (5,000)   $              -            $  (5,000)Stock issued to pay accrued interest                                            $ (1,400)          $       -            $  (1,400)        Stock issued for license                                                        $      -    $              -            $2,203,200         

SUPPLEMENTAL DISCLOSURES        Interest paid                                                                  $      -    $       -            $        -Income taxes paid                                                                      $      -    $       -            $        -                                                                                       =========    =========            ==========

See accompanying notes to financial statements.

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THERABIOGEN, INC.        (A Development Stage Company)        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009 and 2008(Unaudited)                 NOTE 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES         

TheraBiogen, Inc. (the Company) a Nevada corporation, was organized on April

26,2000, but was inactive until July, 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 asTHERAMAXTMTMCold Relief,THERAMAXTMTMFlu Relief,THERAMAXTMTM

Allergy Relief andTHERAMAXTMTMMigraine Relief. As the result of the license and the Company’s further development activities, the Company        claimedtrademark rights to theTHERAMAXTMTMname 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 Companyamended 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 accompanyingunaudited financial statements have been prepared in        accordance with accounting principles generally accepted in the United

States of Americaand 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'sfinancial position, as of

June 30, 2009, and its results of operations and cash flows for thethreeand sixmonthsendedJune 30, 2009and 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 withthe 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 hadbeen 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 theTHERAMAXTMTMproduct 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 16percent interestand borrowed another $85,000 through June 30, 2009 on the same terms.

Management plans to begin the distribution of theTHERAMAXTMTMproduct line inthe        third quarter of2009.

The Company has an accumulated deficit of $350,585 since inception which raises substantial doubt about its long term prospects. The Company’s ability to continue as a going concern is dependent on its ability to continue to raise additional financing and its ability to bring its        products to market. The accompanying financial statements have been prepared under the assumption that it will continue as a going concern.         

THERABIOGEN, INC.        (A Development Stage Company)        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 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 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to        disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

 

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of        financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or        cash flows.

 

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003),*Consolidation of Variable        Interest Entities*, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity.        This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental        entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-

THERABIOGEN, INC.        (A Development Stage Company)        NOTES TO FINANCIAL STATEMENTS        JUNE 30, 2009 and 2008        (Unaudited)         

NOTE 1. ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION (CONTINUED)

authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

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.No shares of common stock were issued during the quarter ended June 30, 2009.As a result, the total number of        shares of common stock outstanding atJune 30, 2009remains at18,791,000.

NOTE 3. RELATED-PARTY TRANSACTIONS         

During the quarter endedJune 30, 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 $15,000, for which        CF Consulting, LLC provided services as principal financial officer and        corporate counsel.

NOTE 4. INCOME TAXES                 Income taxes are computed under the provisions of the Financial Accounting Standards Board (FASB) Statement No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the difference in events that have been recognized in the financial statements of the Company compared to the tax returns.                 At June 30, 2009, the Company has approximately $350,000 of net operating carry-forwards available to affect future taxable income and has established a valuation allowance equal to the tax benefit of the net operating loss carry-forwards as realization of the asset is not assured. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal revenue Code, Section 382. No income tax provision is presented in the accompanying financial        statements as a result of the utilization of net operating loss carry forwards and corresponding change in the valuation allowance.         

The Company applies the provisions of FASB, Interpretation No. 48, or FIN 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement 109.” FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be        taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. When applicable, the Company will include interest and penalties related to uncertain tax positions in income tax expense.

NOTE5.SOURCES OF FUNDS.         

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,        2007and 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 $247has been

accrued on this note for thethreemonths endedJune 30, 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 $6,000has been accrued on this note        during the quarter endedJune 30, 2009.

In November, 2008, the Company borrowed a total of $4,500 from Leaddog Capital,        LP and issued twoconvertible debenturesat 12 percent interest.The debenturesareconvertibleinto common stock of the Company at any time after 20 days from

the first listing of the Company’scommon 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 $135has been accrued on thesenotesduring

the quarter endedJune 30, 2009.

In January, 2009 the Company borrowed a total of $20,000 from Leaddog Capital,        LP and issued a subordinated2 yearpromissory noteat 16percent interest.TheCompany also agreed        to issue 50,000 shares of its common stock to Leaddog Capital, LP as 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 $800has been accrued on this note duringthe quarter endedJune 30,        2009.

In the quarter ended June 30, 2009, the Company borrowed an additional $85,000 and issued 4 subordinated promissory notesat 16percent interestfor $40,000. $15,000, $10,000 and $20,000, with 2 year terms.Interest of $2,190has been accrued on thesenotesduringthe quarter endedJune 30, 2009.

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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,weentered intoan exclusive licensing agreement with a

California company, Nasal Therapeutics, Inc., to develop, manufacture, market nd sell four homeopathic nasal sprays,THERAMAXTMCold Relief,THERAMAXTMFlu Relief,

THERAMAXTMAllergy Relief andTHERAMAXTMMigraine 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

homeopathic nasal product ZICAM. Dr. Hensley also developed Zicam Allergy and the nasal delivery systems used in the Zicam product line extensions.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).         

Zicamhasbeen a leadingcold remedyin the United States with sales exceeding $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.These reports have left        questions in the minds of consumers,creating asignificantmarket for a Zicam-type product that does not contain zinc.In May, 2009, the Food & Drug Administration issued a nationwide recall of ZICAM nasal spray products        containing zinc. No THERAMAXTM product contains zinc in any form.         Under the terms of the License Agreement,weissued 15,300,000shares 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 costis beingamortized over the

twentyyear life of thelicense. The issue ofthe shares to Nasal Therapeutics,

Inc. resulted in a change of control of the Company.

In July, 2009, we entered into an Amended and Modified License Agreement with Nasal Therapeutics, Inc. to remove all territorial limits, to extend the terms to 25 years, and to obtain the transfer of the pending trademark application for the THERAMAXTM name. We paid a total of $75,000        for the extension and the trademark.

Business model                 Over the next 12 to 24 months,wewill launch three homeopathic nasal sprays

into the United States OTC market.Wewill launchTHERAMAXTMCold Relief inthe third quarter of2009 andTHERAMAXTMFlu Relief andTHERAMAXTMAllergy Relief in 2009.We havealready identified and contracted with manufacturers for the products, and havedesigned packaging materials. On June 26, 2009, we entered into a marketing, sales and distribution agreement with Elias        Shaker Company for distribution of THERAMAXTM and in July, 2009, entered into a logistics agreement with Stratis Healthcare, Inc., a healthcare industry logistics and warehouse management company.

Homeopathic nasal sprays

THERAMAXTMCold Relief         

THERAMAXTMCold Relief homeopathic nasal spray is the next generation Zicam

cold remedy product, but without any actual or potential hazards from zinc. Zicam, which was developed by Dr. Hensley in the late 1990s,has beena highly        successful product with sales exceeding US$100,000,000 in 2006.

Common colds are caused primarily by rhinoviruses and coronaviruses.        Rhinoviruses infect nasal cells by attaching to ICAM receptor sites on the        nasal membrane.The Company believes thatTHERAMAXTMCold Relief is superior to other homeopathic cold remedies on a variety of levels. Similar to other remedies, the active ingredients ofTHERAMAXTMCold Relief also binds to the rhinovirus ICAM attachment site inhibiting rhinovirus attachment to ICAM receptors. However, unlikeother remedies,THERAMAXTMCold Relief ingredients also inhibits the ability of rhinovirus to increase        the amount of ICAM receptors on the nasal membrane. Furthermore, the actives inTHERAMAXTMCold Relief also inhibits the entry coronaviruses making it effective for coronavirus common colds as well. The fact that the actives inTHERAMAXTMCold 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 withother homeopathic products. Human studies onTHERAMAXTMCold        Relief are still a few months from being initiated. However, we expectTHERAMAXTMCold Relief to be much more effective thanother homeopathic productsat reducing the duration of the common cold. Patents protecting theTHERAMAXTMCold Relief intellectual property have been filed with the United States Patent and Trademark Office.         

THERAMAXTMFlu Relief         

THERAMAXTMFlu Relief homeopathic nasal spray is the influenza equivalent        to Zicam cold remedy. The activeTHERAMAXTMFlu Relief inhibits influenza        virus infections by blocking influenza virus entry into cells. Furthermore,        the active ingredient ofTHERAMAXTMFlu Relief inhibits influenza viral        uncoating and replication. Based on the in vitro data and preliminary human        clinical results, we expect theTHERAMAXTMFlu Relief to be extremely        effective at treating influenza in humans. Patents protecting the

THERAMAXTMFlu Relief intellectual property have been filed with the United        States Patent and Trademark Office.         

THERAMAXTMAllergy 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

THERAMAXTMcold that inhibit the ICAM-1 expression form the core of the

THERAMAXTMAllergy Relief formulation. By inhibiting the antigen induced        ICAM-1 expression on the nasal membrane, it is predicted thatTHERAMAXTMAllergy Relief will be extremely effective at treating and preventing nasal        allergies.         

Expenses for thethreeand sixmonths endedJune 30, 2009 and 2008.

Expenses for thethreeand sixmonths endedJune 30, 2009were $106,792

and $184,660as compared to $300and $28,600, for the samethreeand sixmonth periodsendedJune 30, 2008. The expenses for thethreeand sixmonths endedJune 30, 2009 and 2008are broken down as follows:

 

                                                                     June 30,                                                                     2009               2008                                                              -------------------------------------

                                                      Quarter   6 months  Quarter    6 months                                                              -------   -------- --------    --------

Amortization                                         $29,415  $         58,830$     -     $     -

Bank        fees                                                 429        569              -           -

Computer and Internet expenses                          2,265             2,265       -           -

Consulting expenses                                           30,000     63,000       -      23,750Dues and subscriptions                                    138        138              -           -

Insurance                                               2,169      2,169              -           -

License fees and permits                                         300        300       -           -

Marketing and samples                                  28,396            28,396       -           -

Interest expense                                               9,371     16,494       -         300Professional fees                                           -             6,534       -       2,500

Rent                                                           1,650      3,333       -           -  

Testing                                                 2,000             2,000       -           -

Miscellaneous expenses                                           658        695     300       2,050                                                      --------  -----------------  --------Total expenses                                      $106,792  $ 184,660 $   300    $ 28,600

Financial Condition, Liquidity and Capital Resources.                 During the quarter ended June 30, 2009, we received an additional $85,000 from the issuance of subordinated promissory notes, which brings the total borrowed year-to-date to $105,000. Our ability to continue operating as a going concern is dependent upon our ability to raise financing and our ability to bring our products to market.         

Item 3. Quantitative and Qualitative Disclosures about Market Risk.         

Shares ofourcommon 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 tradeourcommon shares on the NASD OTC Bulletin Board.

Sincewe havehad no significant operationsto date,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 ChiefAccountingOfficer, 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 ChiefAccountingOfficer 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 endedJune 30, 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.         

No equity securities were issued during the quarter ended June 30, 2009

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES                 None                 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 None during the quarter endedJune 30, 2009.         ITEM 5 - OTHER INFORMATION                 None                 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                 (a) Exhibits         

10.0 Agreement with Elias Shaker Company dated June 26, 2009

10.1 Agreement with Stratis Healthcare, Inc. dated July, 2009                 10.2 Amended and Modified Licensing Agreement with Nasal Therapeutics, Inc.

(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:August 14, 2009

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