`                           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, 2006

                                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.)

       409 Brevard Avenue, Cocoa, FL                    32922
(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   [X]                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 December 5, 2008, was 17,895,000 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................................ 10


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


























Part I.
Item 1.  FINANCIAL INFORMATION

                                THERABIOGEN, INC.
                         (A Development Stage Company)
                                 BALANCE SHEETS


                                                  March 31,  December 31,
                                                    2006          2005
                                                (Unaudited)
ASSETS

Total assets                                    $    --       $     --
                                                  ========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable                                      --            --
                                                  ---------     ----------

Total liabilities                                     --            --


STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $.0001 par value; 5,000,000 shares
          authorized;  no shares issued               --            --
Common stock, $.0001 par value; 10,000,000 shares
          authorized; 2,195,000 shares issued and
          outstanding                                   220         220

Additional paid-in capital                           17,335      17,335

Accumulated deficit                                 (17,555)    (17,555)
                                                   ---------    -----------

Total stockholders' equity (deficit)                   --           --
                                                   ---------    -----------
Total liabilities and stockholders' equity
         (deficit                                $     --       $   --
                                                   =========    ===========









            See accompanying notes to financial statements.





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

                                     For the three    Cumulative
                                      months ended  from inception
                                        March 31,       April,
                                    2006       2005      2000
                                  ---------- ---------  ---------
INCOME                          $     -     $ 10,453   $ 10,453

EXPENSES
General and Administrative
    expenses                          -          -       28,008
			       	    ---------  ---------  ---------
NET INCOME (LOSS) BEFORE INCOME       -       10,453    (17,555)
TAXES (BENEFITS)

INCOME TAXES (BENEFITS)                 -        -            -
                                  ---------  ---------  ---------
NET INCOME (LOSS)                $      -    $   -     $(17,555)
                                  =========  =========  =========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
(BASIC AND DILUTED)              2,195,000    2,195,000
                                 =========    =========
NET GAIN (LOSS) PER SHARE
  (BASIC AND DILUTED)            $    0.00    $    0.01
                                  ========    =========















See accompanying notes










                            THERABIOGEN, INC.
                     (A Development Stage Company)
                         STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
                         March 31, 2006 and 2005
                     and cumulative from inception
                   at April, 2000 to March 31, 2006

                                               For the three   Cumulative
                                                months ended  from inception
                           		             March 31,       April,
                                             2006        2005     2000

 CASH FLOWS FROM OPERATING ACTIVITIES
    Net gain or (loss)                 	  $     -   $ 10,453 $(17,555)

   Adjustments to reconcile net loss to net
     cash used by operating activities

   Stock issued for services                      -          -     8,350
   Accounts payable and accrued expenses          -     (9,453)        -
   Related party loan                             -     (1,000)
                                 		   ---------  -------- ---------
 NET CASH USED BY OPERATING ACTIVITES             -          -    (9,205)
                               		   ---------  -------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock		              -          -     4,205
    Capital contribution                          -          -     5,000
                               		   ---------  -------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES         -          -     9,205
                              		   ---------  --------- --------

NET INCREASE IN CASH AND EQUIVALENTS
FOR THE PERIOD AND CUMULATIVE DURING THE
DEVELOPMENT STAGE                                 -          -        -

CASH AND CASH EQUIVALENTS
     BEGINNING OF PERIOD    			        -          -        -
                               		    ---------         ---------
CASH AND CASH EQUIVALENTS
     END OF PERIOD                  	  $     -     $    - $      -
                               		    =========  ======= ========

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

See accompanying notes.







                             THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                   MARCH 31, 2006 AND 2005 (Unaudited)

NOTE 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

TheraBiogen, Inc. (the "Company") was incorporated on April 26, 2000 under
the laws of the State of Nevada. The Company was formed to develop operating
opportunities through business combinations or mergers. As of March 31,
2006, the Company had not yet conducted any significant operations, and its
activities had been focused primarily on incorporation activities,
organizational efforts and identifying potential merger candidates.

In July, 2008, but prior to the filing of this report, 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 Allergy Relief and
THERAMAX Migraine Relief.  As the result of the license and the Companys
further development activities, the Company claims trademark rights to the
THERAMAX name and all related uses.

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and the instructions
to Form 10-Q. Accordingly, they do not include all the information and
footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements. In the opinion
of management, the interim financial statements include all adjustments
considered necessary for a fair presentation of the Company's financial
position, as of March 31, 2006, and its results of operations and cash
flows for the three months ended March 31, 2006. These statements
are not necessarily indicative of the results to be expected for the full
fiscal year. These statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-K
for the year ended December 31, 2005 as filed with the Securities and
Exchange Commission.

MANAGEMENT ESTIMATES

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

GOING CONCERN AND MANAGEMENT'S PLANS

         The Company had been a development stage company and had no
operations and limited financial and other resources during the
quarter ended March 31, 2006. This and the lack of capital raised
substantial doubt about the Company's ability to continue as a going
                             THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                       MARCH 31, 2006 AND 2005
                              (Unaudited)

NOTE 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

concern. Management's plans with respect to these conditions had been to
search for operating opportunities through business combinations or
mergers. In the interim, the Company required minimal overhead, and key
administrative and management functions were provided by the major
stockholder. Accordingly, the accompanying financial statements have
been presented under the assumption that the Company will continue as
a going concern.

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 April 2000, the Company issued 1,200,000 shares of common stock to
its then president in exchange for cash of $1,500.

  In April 2000, the Company issued 600,000 shares of common stock in
exchange for legal services valued at $600 (Note 3).

  In connection with private placements of its common stock, the Company
issued an aggregate of 95,000 shares of common stock in exchange for cash
aggregating $2,700 in the year ended December 31, 2000.

  On October 1, 2005, 1,200,000 common shares issued to the Companys
former president in April 2000, which were considered to be founders
shares, were cancelled and the shares were returned to the Company.  In
addition, the 600,000 shares issued for services in April 2000 also were
cancelled by the subsequent holder and returned to the Company on October
1, 2005. On March 31, 2006 a total of $6,000 in accounts payable for
services rendered to the Company were converted to convertible preferred
shares in the Company.  A total of 135,000 Series A Convertible Preferred
shares were issued to iTrustFinancial, Inc. in payment of the accounts
payable, representing fees and expenses incurred in the preparation and
filing of the Companys delinquent quarterly and annual reports for prior
periods.  As of October 1, 2005, there were 95,000 shares of common stock


                             THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                       MARCH 31, 2006 AND 2005
                              (Unaudited)

NOTE 2. EQUITY TRANSACTIONS (continued)

issued and outstanding and 135,000 shares of Series A Voting Convertible
Preferred stock issued and outstanding.

     On December 1, 2005, the Series A Convertible Preferred Stock was
converted by the then holder into 1,350,000 shares of common stock and
750,000 shares of common stock were issued in payment of an account payable
in the amount of $1,750 for services rendered during 2005 in maintaining the
corporate financial records and for other administrative services. As of
December 31, 2005, therefore, there were 2,195,000 shares of common stock
and no preferred stock outstanding.

	In August 2008, 400,000 shares of common stock were issued to two
consultants for consulting services rendered and to be rendered to the
Company. In September 2008, 15,300,000 shares of common stock were issued to
Nasal Therapeutics, Inc. of Long Beach, California, as part of the license
payment for the licensing rights to the THERAMAX products.

NOTE 3. RELATED-PARTY TRANSACTIONS

  During the period from inception, April 28, 2000, through March 31,
2005, the Company had received legal services from a former stockholder
that aggregated $9,453, none of which had been paid. During the quarter
ended March 31, 2005, it was agreed that the payable and a related debt
of $1,000 would be cancelled.  The resulting reduction in liabilities was
recorded as income of $10,453 during the first quarter of 2005 and was
reported accordingly on the Form 10-QSB filed by the Company with the
SEC for that quarter.

  During the period ended December 31, 2004, the Company received
consulting services from iTrustFinancial, Inc. in the amount of $2,500 in
connection with the preparation and filing of its periodic reports with
the SEC.  During the period ended July 31, 2005, iTrustFinancial, Inc.
provided additional consulting services to the Company, for which it billed
the Company in July 2005 in the amount of $3,500. The total amount due to
iTrustFinancial, as of July 31, 2005 was $6,000.  That amount was
converted into 135,000 shares of preferred stock on  March 31, 2006.
The preferred stock was convertible into common stock of the Company in the
ratio of 10 shares of common stock for each share of preferred stock, and
the preferred stock voted on a par with the common shares, with the
preferred shares having the same number of votes as the number of common
shares into which they may be converted.

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
                             THERABIOGEN, INC.
                      (A Development Stage Company)
                      NOTES TO FINANCIAL STATEMENTS
                       MARCH 31, 2006 AND 2005
                              (Unaudited)

NOTE 4.   CURRENT OPERATIONS  (continued)

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

Dr. Hensleys 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 early 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, 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 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 Companys
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.












Item 2. Managements 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, 2005 for a
description of certain of the known risks and uncertainties of the
Company.)

General

         The Company's plan had been to seek, investigate, and if such
investigation warrants, consummate a merger or other business combination,
purchase of assets or other strategic transaction with a corporation,
partnership, limited liability company or other business entity, desiring
the perceived advantages of becoming a publicly reporting and publicly
held corporation. As of March 31, 2006, the Company had not yet
identified a potential merger or acquisition candidate.  As of the date of
this report, the Company changed its Plan of Operation and entered into an
exclusive licensing agreement with a California company, Nasal Therapeutics,
Inc., to develop, manufacture, market and sell 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. See, ITEM 5.  Other
Information, for an explanation of the license.  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.

         On November 27, 2007, the Company borrowed the sum of $30,000 from
Leaddog Capital, LP issuing a 2 year, convertible debenture at 4 percent
interest, convertible into 4,200,000 shares of its common stock, at the
discretion of the holder during the term of the debenture, and automatically
at maturity.  The funds were used to reinstate the Company to good standing
with its State of incorporation (Nevada) and for working capital.

	   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
Companys 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. The balance of the funds have been used
as working capital.

         There currently are no limitations on the Company's ability to
borrow funds to undertake its business plan. However, the Company's limited
resources and lack of operating history may make it difficult to borrow
funds. The amount and nature of any borrowings by the Company will depend on
numerous considerations, including the Company's capital requirements,
potential lenders' evaluation of the Company's ability to meet debt service
on borrowings and the then prevailing conditions in the financial markets,
as well as general economic conditions. The Company has no arrangements with
any bank or financial institution to secure additional financing and there
can be no assurance that such arrangements if required or otherwise
sought, would be available on terms commercially acceptable or otherwise
in the best interests of the Company. The inability of the Company to
borrow funds required to carry out its business plan, may have a material
adverse effect on the Company's financial condition and future prospects. To
the extent that debt financing ultimately proves to be available, any
borrowings may subject the Company to various risks traditionally associated
with indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest.

Equipment and Employees

         The Company has just commenced operating its business and has no
equipment and no employees. The Company does not expect to acquire any
equipment or employees in the near future as it intends to develop, market
and manufacture THERAMAX Cold Relief, THERAMAX Flu Relief, THERAMAX
Allergy Relief and THERAMAX Migraine Relief on a contract basis.  In
addition, the Company has contracted with FSR, Inc. to provide management
consulting services, including the appointment of Kelly T. Hickel as its
President and CEO, and with CF Consulting, LLC to provide office space and
financial consulting services.  These consulting agreements were entered
into in August 2008.

Expenses for the three months ended March 31, 2006 and March 31, 2005.

         Expenses for the three months ended March 31, 2006 were $ 0
as compared to $ 0, for the same period ended March 31, 2005.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Shares of the Companys common stock do not currently trade on any market.

Since the Company to date has 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 Commissions 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, 2006, 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.

	During the quarter ended September 30, 2005, the Company issued
135,000 shares of its Series A Convertible Preferred Stock to
iTrustFinancial, Inc. in payment of accrued accounts payable in the amount
of $6,000 for services rendered to the Company for consulting services in
preparing and filing the Companys delinquent periodic reports with the
SEC.  On December 1, 2005, the preferred shares were converted into
1,350,000 shares of the common stock of the Company.  The shares were
issued without registration under the Securities Act of 1933 (the Act)
or the securities laws of any state in reliance on the private offering
exemption under Regulation D and Section 4(2) of the Act.

	In December, 2005, the Company issued 1,350,000 common shares on
conversion of the outstanding Series A Convertible Preferred Stock. Also,
in December 2005, the Company issued 750,000 shares of common stock in
payment of an outstanding account payable in the amount of $1,750. At the
end of December, 2005, there were 2,195,000 shares of common stock and no
shares of preferred stock outstanding.

	No additional shares of common or preferred stock were issued by the
Company during the fiscal years ended December 31, 2006 or December 31,
2007.  In September, 2008, the Company issued 400,000 shares of common stock
under two consulting agreements, and 15,300,000 shares of common stock as a
license fee under the license agreement signed in July, 2008 with Nasal
Therapeutics, Inc.  As a result, there were 17,895,000 shares of common
stock outstanding on November 26, 2008 and 2,195,000 shares issued as
of March 31, 2006.

ITEM 3   -   DEFAULTS UPON SENIOR SECURITIES

None

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

	On September 30, 2005, the Company held its Annual Meeting of
Shareholders by majority written consent of its common and preferred shares
issued and outstanding, as permitted by Nevada law.  As a result,
Robert Hipple was elected sole director of the Company and as President,
Secretary and Treasurer.

	Mr. Hipple is an attorney, law professor and senior executive with
35 years experience as president and chief executive officer, chief
financial officer and general counsel, as well as a director, for several
public (NYSE, AMEX and NASDAQ) companies.   He also has extensive
experience with public mergers, acquisitions and capital raising, along
with personal relations with investment banks, broker/dealers, and market
makers, and has taught both taxation and federal securities law at
Georgetown University Law School, Emory University Law School, the
University of San Diego School of Law and Florida A&M University College
of Law.  Mr. Hipple also was President of iTrustFinancial, Inc., a Florida
based business consulting company since June, 2003, has been a Visiting
Professor of Law at Florida A&M University College of Law, was President
and CEO of International Trust & Financial Systems, Inc., a publicly
traded financial services company in 2002 and 2003 and was Senior Vice
President and General Counsel of Enesco, Inc., a New York Stock Exchange
listed company based in the Chicago area from August 1999 to April 2001. He
resigned as an officer and director of the Company in August, 2008.

	On August 29, 2008, as part of the licensing agreement with Nasal
Therapeutics, Inc., the Company changed its corporate name to TheraBiogen,
Inc. to reflect its new business model, and on September 9, 2008, the
Company amended its Articles of Incorporation to change 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.  At that time,
Kelly T. Hickel became President and CEO of the Company.

In addition, a new Board of Directors was appointed for the Company, to
serve until the next annual meeting of shareholders. See, Item 5
Other Information.

ITEM 5   -   OTHER INFORMATION

On December 1, 2005, the Company issued 750,000 shares of its common stock
in payment and satisfaction of an account payable to CF Consulting, LLC in
the amount of $1,750 owed for consulting services and the provision of
office space to the Company for 2005. Also on December 1, 2005, the holder
of the Series A Convertible Preferred Stock converted the shares into
1,350,000 shares of common stock, as provided in the Certificate of
Designations of the preferred stock.  As a result, there were 2,195,000
shares of common stock issued and outstanding as of December 31, 2005, and
no preferred stock issued. No additional shares were issued thereafter until
August 2008, and the Company engaged in no business activity until July
2008.

In July 2008, the Company changed its business model and entered into a
Licensing Agreement with Nasal Therapeutics, Inc. of Long Beach, CA for the
exclusive North American license for THERAMAX Cold Relief, THERAMAX
Flu Relief, THERAMAX Allergy Relief and THERAMAX Migraine Relief, and
with a right of first refusal for the rest of the world.  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, the Company 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 will be amortized over the ten 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, the Company will launch three homeopathic
nasal sprays into the United States OTC market. The company will launch
THERAMAX Cold Relief in early 2009 and THERAMAX Flu Relief and THERAMAX
Allergy Relief in 2009. The Company has 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.

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 Reliefintellectual 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.

Current Management

On August 31, 2008, the Company entered into a Consulting Agreement with
FSR, Inc. for management consulting services, under which Kelly T. Hickel
became President and CEO of the Company.  Under the terms of the
Consulting Agreement, FSR, Inc. will receive a monthly consulting fee
of $5,000, plus out-of-pocket expenses, and 200,000 shares of common
stock. In addition, the following were elected as the directors of the
Company effective August 31, 2008:

Steven Hensley, Chairman
Kelley T. Hickel
Phillip Foreman
Boris Rubizhevsky
Richard Pyo

STEVEN HENSLEY started his business career in his early twenties by taking
over the management duties of his family-owned board and care facility.
Eventually, Mr. Hensley took over the board and care operation, became a
licensed administrator, and bought the business. By the time he was thirty
four years of age, he had built the facility into one of the finest
facilities in Northern California specializing in the aged, disabled, and
mentally handicapped. Mr. Hensley also worked with protective services, Red
Cross, and hospital discharge to create emergency services for the local
community. At the age of forty five, Mr. Hensley left the board and care
business to pursue his interest in organic pharmacology and to study the
effect of natural cures for several human ailments that included depression,
anxiety, and other mental and physical disabilities. He currently works with
his brother, Charles Hensley at Hensley Group, Inc., a venture capital
organization with holdings in such diverse sectors as pharmaceuticals,
biotechnology, cosmetics, property development, music and film.

KELLY T. HICKEL was appointed as Chairman of Paradise Music & Entertainment,
Inc. (PDSE.pk) in February 2001 until he resigned in June 2006. Previously,
Mr. Hickel was the turn-around President of Miniscribe Corp., a troubled
Fortune 500 disk drive manufacturer, from 1989 to 1990. Mr. Hickel helped
conduct a 363B sale to Maxtor from bankruptcy and supported the estate
as it returned $900 million to its stakeholders including 41% of the value
to the public shareholders. He was the President of the Maxwell Technology
Information Systems Group from 1993 until 1997, during which, Maxwell was
the 9th best performing stock on NASDAQ and the #1 performing stock in
California in 1996. Mr. Hickel was, recently, Chairman and Chief
Restructuring Office of The Tyree Company in Farmingdale, New York. He is
Managing Director of The Turnaround Group, LLC and Strategic Growth
Associates, a Denver-based advisory firm, CEO of Environmental Testing
Laboratories, Inc. and Chairman of the Advisory Committee for Leaddog
Capital Partners, Inc. Mr. Hickel has arranged a number of private and
public company financings and financial restructuring over the years. Mr.
Hickel is a graduate of Indiana University, with a Bachelors of Science, and
has attended coursework at Columbia University. He is 66 years old.

PHILLIP FORMAN, DPM, was the Medical Director of the New York Hyperbaric,
the predecessor to American Hyperbaric, Inc., since 2001 and, from July,
2005 through January 18, 2007, served as the chief executive officer of
American Hyperbaric, Inc. Prior to joining New York Hyperbaric, he was a
private practitioner. He received his doctor degree of Podiatric Medicine
from the Pennsylvania College of Podiatric Medicine. His degree is a
Diplomat, American Board of Podiatric Surgery. His academic appointments
include Podiatric Attending, Staten Island University Hospital and Associate
Director, Residency Program, Staten Island University Hospital. Dr. Forman
has extensive experience in wound care. He has participated in numerous
clinical trials involving diabetic foot infections, novel antibiotics and
new biopharmaceuticals for problem and non-healing wounds of the lower
extremities. He has participated in trials with Merck & Co., Inc.,
Pharmacia, OrthoBiotech, Novartis/Organogenesis, Johnson & Johnson,
Monsanto, Ortho-McNiel, Alpha Therapeutics and Ortec International. In
addition to his clinical trial participation, Dr. Forman has several
research projects underway involving osteomyelitis and Vascular Disease in
patients with Diabetes

BORIS RUBIZHEVSKY has over thirty years of business experience ranging
from corporate management and mergers and acquisitions, to business
development, sales and marketing.  He has held several Board of Director
positions.  Most recently, Mr. Rubizhevsky founded NexGen Security
Corporation, a consulting firm specializing in homeland security, biological
and environmental products and technologies. He actively works with firms in
Germany and the former Soviet Union on the development of new technologies
for homeland security and life science applications.

Prior to this, in 1992 Mr. Rubizhevsky co-founded Isonics Corporation
(NASDAQ: ISON), a diversified international company with offices in the
United States, Germany and Russia and businesses in life science, semi-
conductor wafer services and homeland security products.  Mr. Rubizhevsky
was with Isonics for fifteen years, playing a key role in its growth
and development. He originally started the company to pursue life science
opportunities based on products developed by the Russian nuclear industry.
He identified expansion opportunities, leveraging Isonics technology and
expertise into homeland security and biotech applications as well as
identifying capital funding sources, including the companys initial public
offering and follow-on secondary equity and debt offerings.

Before founding Isonics, Mr. Rubizhevsky spent more than ten years with
General Electric Company in a number of international sales and marketing
managerial positions. These positions were based both in the US and abroad.
Mr. Rubizhevsky holds a B.S. degree in engineering from the Stevens
Institute of Technology.  He is fluent in the Russian language and culture.

RICHARD S. PYO is a graduate of the University of California at Irvine and
has many years of experience in pharmaceutical research and development. He
has served as a research scientist at Diagnostic Solutions, Inc., was a
staff research associate at the University of California at Los Angeles from
1993 to 1996; and from 1996 to 1999, was a biologist with Microbiologic
Reference Laboratory. In 1999, he became Vice President of Research and
Development at Biopath Research, Inc., and in 2001, became Director of
Research and Development for Neo Diagnostics, Inc. (2001-2003); and then for
PRB Pharmaceuticals, Inc. (2005-2008).  In 2008, he became Executive Vice
President of Nasal Therapeutics, Inc., the licensor of the THERAMAX
Cold Relief, THERAMAX Flu Relief, THERAMAX Allergy Relief and THERAMAX
Migraine Relief products, where he has worked closely with Dr. Charles
Hensley, the developer of these homeopathic remedies.  Mr. Pyo also serves
as a Vice President of the Company.

Other advisers and consultants.

Dr. Charles Hensley is the founder and CEO of Nasal Therapeutics, Inc.,
the licensor of the THERAMAX Cold Relief, THERAMAX Flu Relief, THERAMAX
Allergy Relief and THERAMAX Migraine Relief products.

Also on August 31, 2008, the Company entered into a Consulting Agreement
with CF Consulting, LLC for financial management consulting services,
including contract Chief Financial Officer and corporate counsel services
for the Company. Under the terms of the Consulting Agreement, CF Consulting,
LLC will receive a monthly consulting fee of $5,000, plus out-of-pocket
expenses, and 200,000 shares of common stock.

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:   December 5, 2008