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 September 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,
FL                                                                                                                            
  32953


(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 ActYes
[  ]  No  [X]





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





TABLE
OF CONTENTS


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





PART
I   FINANCIAL INFORMATION





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





Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION..................................................................................................................................................................................
1





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





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





PART
II  OTHER 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.....................................................................................................................................................................................................................................................
4





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





Item 5.
OTHER INFORMATION
.................................................................................................................................................................................................................................................................................
4





Item 6.
EXHIBITS AND REPORTS ON FORM
8-K..................................................................................................................................................................................................................................................
4








Signatures
.......................................................................................................................................................................................................................................................................................................................
4





PART
I.


ITEM 1. FINANCIAL
INFORMATION


THERABIOGEN,
INC.


A Development Stage Company


BALANCE
SHEETS





September
      30
            
            December
      312009
            
            2008CASH
            
            (Unaudited)
            
            (Audited)Current
      assets:Cash
      and cash equivalents
            $
            10,560
            $
            100Total
      current assets
            
            10,560
            
            100Other
      current assets:Deposits
            
            3,000
            
            --License,
      net of amortization of  $ 123,323 and $39,220
            
            2,304,877
            
            2,313,980Total
      other assets
            
            2,307,877
            
            2,313,980Total
      assets
            $
            2,318,437
            $
            2,314,080LIABILITIES
      AND STOCKHOLDERS’ EQUITYLiabilitiesCurrent
      liabilities;Accounts
      payable (including $2,500 and $ 5,000 payable to related
      party)
            $
            22,200
            $
            15,275Accrued
      interest
            
            38,236
            
            9,435Total
      current liabilities
            
            60,436
            
            24,710Other
      current liabilities:Notes
      payable-related parties
            
            264,500
            
            234,500Total
      current liabilities
            
            324,936
            
            234,500Long
      term liabilities:Notes
      payable-related parties
            
            290,000
            
            --Total
      liabilities
            
            614,936
            
            259,210STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.0001 par value, 5,000,000 shares authorized, no shares
      issued
            $
            --
            $
            --Common
      stock, $0.0001 par value, 100,000,000 shares authorized,
      18,791,000and
      17,895,000 shares issued at September 30, 2009 and December 31,
      2008
            
            1,880
            
            1,790Additional
      paid-in capital
            
            2,225,815
            
            2,219,005Deficit
      accumulated during the development stage
            
            (524,194)
            
            (165,925)Total
      stockholders’ equity
            
            1,703,501
            
            2,054,870Total
      liabilities and stock holders’ equity
            $
            2,318,437
            $
            2,314,080




















See
accompanying notes to financial statements.


F-1


THERABIOGEN,
INC.


A Development Stage Company


STATEMENTS
OF OPERATIONS


(UNAUDITED)




For
      the three months
              ended
            For
      the nine months ended
            CumulativeSeptember
      30,
            September
      30
            from
              inception2009                          2008
            2009                    2008
            in
      April
              2000INCOME
            $
            --
            $
            --
            $
            --
            $
            --
            $
            10,453EXPENSESGeneral
      and administrative:Amortization
            
            25,273
            
            --
            
            84,103
            
            --
            
            123,323Consulting
      (including $15,000,
              $10,000,   $45,000  and
      $ 33,750
              to
      related  parties)
            
            68,100
            
            26,040
            
            131,000
            
            49,790
            
            240,898Computer
      and Internet expenses
            
            5,172
            
            --
            
            7,437
            
            --
            
            5,172Insurance
            
            27,085
            
            --
            
            29,254
            
            --
            
            29,254Marketing
            
            14,366
            
            --
            
            42,762
            
            --
            
            42,762Professional  expenses
            
            7,983
            
            ---
            
            14,517
            
            2,500
            
            27,892Rent
            
            4,200
            
            500
            
            7,500
            
            500
            
            9,650Testing
            
            2,500
            
            --
            
            4,500
            
            --
            
            4,500Travel
            
            3,511
            
            --
            
            4,052
            
            --
            
            3,511Other
      expenses
            
            1,712
            
            350
            
            2,944
            
            2,000
            
            8,073Total
      expenses
            
            159,902
            
            26,890
            
            328,069
            
            54,790
            
            495,036INCOME
      (LOSS) FROM OPERATIONS
            $
            (159,902)
            $
            (26,890)
            $
            (328,069)
            $
            (54,790)
            $
            (477,253)Other
      income and expenses:
            
            
            
            
            
            
            
            (54,890)Interest
      expenses
            
            13,707
            
            2,300
            
            30,200
            
            3,000
            
            39,636Total
      other income and expenses
            
            (13,707)
            
            (2,300)
            
            (30,200)
            
            (3,000)
            
            (39,636)NET
      INCOME (LOSS) BEFORE INCOME TAX
            $
            (173,609)
            $
            (29,190)
            $
            (358,269)
            $
            (57,790)
            $
            (524,194)Provision
      for income tax
            
            --
            
            --
            
            --
            
            --
            
            --NET
      INCOME (LOSS)
            $
            (173,609)
            $
            (29,190)
            $
            (358,269)
            $
            (57,790)
            $
            (524,194)Net
      loss per share- basic and diluted
            $
            (0.01)
            $
            --
            $
            (0.02)
            $
            --Weighted
      average common shares outstandingBasic
            
            18,791,000
            
            17,895,000
            
            18,702,059
            
            17,895,000Diluted
            
            18,791,000
            
            
            
            18,702,059


























See
accompanying notes to financial statements.





F-2


THERABIOGEN,
INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


(UNAUDITED)





For the nine
months                  
Cumulative


ended
September 30,           from
inception


2009                   2008                in April
2000


CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $
            (358,269)
            $
            (57,790)
            $
            (524,194)Amortization
            
            84,103
            
            --
            
            123,323Adjustments
      to reconcile net loss to net cash used by operations:Stock
      issued for services
            
            --
            
            40
            
            8,390Deposits
            
            (3,000)
            
            (7,500)
            
            (3,000)Accounts
      payable and accrued expenses
            
            6,925
            
            900
            
            22,200Accrued
      interest
            
            30,201
            
            --
            
            39,636NET
      CASH USED BY OPERATING ACTIVITIES
            
            (240,040)
            
            (64,350)
            
            (335,645)CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of License
            
            (75,000)
            
            (150,000)
            
            (225,000)NET
      CASH USED BY INVESTING ACTIVITIES
            
            (75,000)
            
            (150,000)
            
            (225,000)CASH
      FLOWS FROM FINANCING ACTIVITIESIssuance
      of common stock for cash
            
            --
            
            --
            
            4,205Capital
      contribution
            
            500
            
            --
            
            5,500Proceeds
      from debentures
            
            325,000
            
            200,000
            
            559,500NET
      CASH FROM FINANCING ACTIVITIES
            
            325,500
            
            200,000
            
            569,205NET
      CASH INCREASE FOR PERIOD
            $
            10,460
            $
            (14,350)
            $
            10,560CASH
      AT BEGINNING OF PERIOD
            $
            100
            $
            30,000
            $
            --CASH
      AT END OF PERIOD
            $
            10,560
            $
            15,650
            $
            10,560NON-CASH
      ACTIVITIES:Stock
      issued to pay debentures
            $
            (5,000)
            $
            --
            $
            (5,500)Stock
      issued to pay accrued interest
            $
            (1,400
            $
            --
            $
            (1,400)Stock
      issued for license
            $
            --
            $
            --
            $
            2,203,200SUPPLEMENTAL
      DISCLOSURES:Interest
      paid
            $
            --
            $
            --
            $
            --Income
      taxes paid
            $
            --
            $
            --
            $
            --























See
accompanying notes to financial statements.








F-3


HERABIOGEN,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2009 and 2008


(Unaudited)





NOTE
1. ORGANIZATION AND FINANCIAL
STATEMENT PRESENTATION





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 as THERAMAXTM Cold Relief, THERAMAXTM Flu Relief, THERAMAXTM Allergy
Relief and THERAMAXTM Migraine Relief. As the result of the license and the
Company’s further development activities, the Company claimed trademark rights
to the THERAMAXTM name and all related uses. As a result of the change of
business plan, the Company changed its corporate name to TheraBiogen, Inc. on
August 29, 2008. On September 9, 2008, the Company amended its Articles of
Incorporation to increase its authorized capital to 100,000,000 shares of
$0.0001 par value common stock and 5,000,000 shares of $0.0001 par value
preferred stock.





On July
31, 2009, the Company renegotiated the terms of the license agreement, extending
the territory to the entire world and the term to 25 years from July 31, 2009,
and also received a transfer of all trademark rights to the THERAMAXTM
name.





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





GOING
CONCERN AND MANAGEMENT’S PLANS





The
Company had been a development stage company and had no operations and limited
financial and other resources during the periods prior to December 31, 2007.
During 2008 the Company borrowed $204,500 and issued two year convertible notes
at 12 percent interest in order to acquire the THERAMAXTM product licenses and
for current operating expenses. During 2009, the Company borrowed another
$325,000 through September 30, 2009 from an unaffiliated party.





Management
plans to begin the distribution or direct marketing of the THERAMAXTM product
line in the fourth quarter of 2009.





The
Company has an accumulated deficit of $(524,194) 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.





The
shares of the Company common stock do not currently trade on any market or
exchange.





FAIR VALUE OF MEASUREMENTS
 
 The
Company follows accounting guidance relating to fair value measurements. This
guidance establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value into three levels as
follows:
 
 Level 1 – quoted
prices (unadjusted) in active markets for identical assets or liabilities that
the Company has the ability to access as of the measurement date.
 
 Level 2 – inputs
other than quoted prices included within Level 1 that are directly observable
for the asset or liability or indirectly observable through corroboration with
observable market data.
 
 Level 3 –
unobservable inputs for the asset or liability only used when there is little,
if any, market activity for the asset or liability at the measurement
date.
 
 The asset
or liability’s fair value measurement level within the fair value hierarchy is
based on the lowest level of any input that is significant to the fair
measurement. Valuation techniques used need to maximize the use of observable
inputs and minimize the unobservable inputs.
 
 The fair
value of the Company’s notes payable and license approximates carrying value.
The notes payable fair value is based on Level 2 inputs and the license fair
value based on Level 3 inputs.
  RECENT
ACCOUNTING PRONOUNCEMENTS





In
June 2009, the FASB issued the FASB Accounting Standards CodificationTM and
the Hierarchy of Generally Accepted Accounting Principles (the “Codification”).
The Codification became the single official source of authoritative,
nongovernmental U.S. generally accepted accounting principles (“GAAP”). The
Codification did not


F-4





THERABIOGEN,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2009 and 2008


(Unaudited)





NOTE
1. ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION (CONTINUED)


change
GAAP but reorganizes the literature. The Codification is effective for interim
and annual periods ending after September 15, 2009, and the Company adopted
the Codification during the three months ended September 30,
2009.





In
August 2009, the FASB issued authoritative guidance regarding accounting
and disclosures related to the fair value measurement of liabilities.  The
new guidance establishes valuation techniques in circumstances in which a quoted
price in an active market for the identical liability is not available. 
Additionally, it clarifies appropriate valuation techniques when restrictions
exist that prevent the transfer of liabilities measured at fair value. 
Finally, it provides further guidance on the classification of liabilities
measured at fair value within the fair value hierarchy.  The new guidance
is effective for interim periods ending after August 26, 2009.  The
adoption of the guidance did not have a material impact on the Company’s results
of operations or financial position.





In
May 2009, the FASB issued authoritative guidance on subsequent events. This
guidance establishes general standards of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. This guidance is effective for interim
or annual financial periods ending after June 15, 2009. The adoption of the
guidance did not have an impact on the Company’s  results of operations or
financial position.





In
April 2009, the FASB issued guidance regarding the determination of fair
value when the volume and level of activity for an asset or liability have
significantly decreased and identifying transactions that are not orderly. 
The new guidance provides for estimating fair value when the volume and level of
activity for an asset or liability have significantly decreased in relation to
normal market activity.  Additionally, the new guidance identifies
circumstances that indicate a transaction is not orderly. The new guidance
requires interim disclosures of the inputs and valuation techniques used to
measure fair value reflecting changes in the valuation techniques and related
inputs.   The guidance is effective for interim and annual reporting
periods ending after June 15, 2009, and is to be applied
prospectively.  The adoption of the guidance did not have a material impact
on the Company’s results of operations or financial position.





In April 2009, the FASB issued
guidance requiring companies to disclose information about fair value of
financial instruments not measured on the balance sheet at fair value in interim
financial statements as well as in annual financial statements.  Prior to
this guidance, fair value for these assets and liabilities was only disclosed
annually.  The guidance requires all entities to disclose the methods
and significant assumptions used to estimate the fair value of financial
instruments.  The new guidance is effective for interim periods ending after
June 15, 2009.  In periods after initial adoption, the guidance
requires comparative disclosures only for periods ending after initial
adoption.  The adoption of the new guidance did not have a material
impact on the Company’s results of operations or financial
position.





NOTE
2. EQUITY TRANSACTIONS





No shares
of stock were issued by the Company during the quarter ended September 30, 2009.
As a result, the total number of shares of common stock outstanding at September
30, 2009 remains at 18,791,000.





NOTE
3. RELATED-PARTY TRANSACTIONS





During
the quarter ended September 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.  Mr. Hickel is not an
owner, director or officer of FSR, Inc.





NOTE
4. INCOME TAXES





Income
taxes are computed under the provisions of the accounting standards for income
tax accounting, which is an







THERABIOGEN,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2009 and 2008


(Unaudited)





NOTE
4. INCOME TAXES (Continued)





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
September 30, 2009, the Company has approximately $524,000 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  the
accounting standards on accounting for uncertainty in income taxes, which
prescribe 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.





NOTE
5.  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, 2007 and
issued a convertible, 2 year, 4 percent debenture note, convertible


into
4,200,000 common shares at any time during the term of the note. On maturity,
the note automatically converts into common stock. On January 27, 2009, Leaddog
Capital, LP partially exercised the conversion option and a total


of
896,000 common shares were issued in payment of $1,400 interest accrued to the
date of conversion, and $5,000 in principal. Interest of $252 has been accrued
on this note for the three months ended September 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 $6,000 has been accrued on this note during the
quarter ended September 30, 2009.





In
November, 2008, the Company borrowed a total of $4,500 from Leaddog Capital, LP
and issued two convertible debentures at 12 percent interest. The debentures are
convertible into common stock of the Company at any time after 20 days from the
first listing of the Company’s common stock for trading, at a conversion price
per share equal to 75 percent of the lowest closing bid price for the common
shares in the prior 20 trading days, but not less than $0.01 and not more than
$0.10 per share. Interest of $135 has been accrued on these notes during the
quarter ended September 30, 2009.





In
January, 2009 the Company borrowed a total of $20,000 from Leaddog Capital, LP
and issued a subordinated 2 year promissory note at 16 percent interest. The
Company 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 $800 has been accrued on this note during the quarter
ended September 30, 2009.  Subsequently, the parties agreed to cancel
the shares issues and replace them with options




F-6





THERABIOGEN,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


SEPTEMBER
30, 2009 and 2008


(Unaudited)





NOTE
5.  SOURCES OF FUNDS (Continued)





In the
quarter ended June 30, 2009, the Company borrowed an additional $85,000 and
issued 4 subordinated promissory notes at 12 percent interest for $40,000.
$15,000, $10,000 and $20,000, with 2 year terms. Interest of $1,633 has been
accrued on these notes during the quarter ended September 30, 2009.





In the
quarter ended September 30, 20009, the Company borrowed an additional $145,000
and issued 6 subordinated promissory notes at 12 percent interest for $25,000,
$35,000, $20,000, $30,000, 20,000 and $15,000, with 2 year terms. Interest of
$2,727 has been accrued on these notes during the quarter ended September 30,
2009. In addition, the Company borrowed $75,000 on July 29, 2009 in order to
complete the payment required under the modified license agreement for the
TheraMax license, issuing a three year, subordinated promissory note at 12
percent per annum for the loan. Interest of $1,504 has been accrued on this note
during the quarter ended September 30, 2009








NOTE
6.  SUBSEQUENT EVENTS





On
October 29, 2009, the Company agreed with Leaddog Capital, LP and Leaddog
Capital Markets, LLC to extend the maturity date of the promissory note in the
amount of $20,000 issued on January 9, 2009 to Leaddog Capital, LP for a 7 month
term for an additional term expiring July 1, 2010.  In addition, the
amended note retroactively cancelled the obligation of the Company to issue
50,000 shares of common stock to Leaddog Capital, LP and 50,000 shares of common
stock to Leaddog Capital Markets, LLC contained in the original note and
replaced the shares with warrants to purchase 100,000 shares of common stock to
Leaddog Capital, LP and 50,000 shares of common stock to Leaddog Capital
Markets, LLC, each for three years from October 29, 2009, at $0.01 per
share.





Other
than the items previously discussed, the Company has no material subsequent
events to report through the date these financial statements were issued on
November 10, 2009.





F-7


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, 2008 for a description of certain of
the known risks and uncertainties of the Company.)





General





During
2007, we entered into an exclusive licensing agreement with a California
company, Nasal Therapeutics, Inc., to develop, manufacture, market nd sell four
homeopathic nasal sprays, THERAMAXTM Cold Relief, THERAMAXTM Flu Relief, THERAMAXTM
Allergy Relief and THERAMAXTM Migraine Relief, on an exclusive basis in North
America and with a right of first refusal for all other areas. The principal of
Nasal Therapeutics, Inc., Dr. Charles Hensley, also developed the
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).





Zicam had
been a leading cold remedy in 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 left questions in the minds of consumers, creating a
significant market 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, we issued 15,300,000 shares of its common stock
to Nasal Therapeutics, Inc. on September 2, 2008 and paid Nasal Therapeutics,
Inc. the sum of $150,000, as an initial license fee. There is also


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





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.  As a result of this modification, we have calculated the
amortization of the license cost over the new term, as follows:





Original license
cost                                                                $                    
2,353,200


Less: Amortization to
9-30-2009                                                                (123,323)


Remaining
cost                                                                       
$                    
 2,245,345


Add: Modification
cost                                                                           
  75,000


Total adjusted
cost                                                                 $                     2,304,877





The
adjusted cost will be amortized over the 25 year term of the modified license
commencing August 1, 2009, in equal monthly installments of
$7,734.  The amortization expense for the quarter ended September 30,
2009 was calculated as follows:





July,
2009                                                                 $                           
9,805                      (old
amortization rate)


August,
2009                                                          
$                            7,734                     
(new amortization rate)


September,
2009                                                     
$                            7,734                      (new
amortization rate)


$                         
25,273


Business
model





Over the
next 12 to 24 months, we will launch two homeopathic nasal sprays into the
United States OTC market. We will launch THERAMAXTM Cold Relief and THERAMAXTM
Flue Relief in the fourth quarter of 2009 and THERAMAXTM Allergy Relief in 2010.
We have already identified and contracted with manufacturers for the products,
and have designed 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; however, the Stratis agreement was cancelled in early
September, 2009.





Homeopathic nasal
sprays





THERAMAXTM
Cold Relief





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





THERAMAXTM
Flu Relief





THERAMAXTM
Flu Relief homeopathic nasal spray is the influenza equivalent to Zicam cold
remedy. The active THERAMAXTM Flu Relief inhibits influenza virus infections by
blocking influenza virus entry into cells. Furthermore,


the
active ingredient of THERAMAXTM Flu Relief inhibits influenza viral uncoating and
replication. Based on the in vitro data and preliminary clinical results, we
expect the THERAMAXTM Flu Relief to be extremely effective at treating influenza
in humans. Patents protecting the THERAMAXTM Flu Relief intellectual property
have been filed with the United States Patent and Trademark Office.





THERAMAXTM
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 THERAMAXTM cold that inhibit the
ICAM-1 expression form the core of the THERAMAXTM Allergy Relief formulation. By
inhibiting the antigen induced ICAM-1 expression on the nasal membrane, it is
predicted that THERAMAXTM Allergy Relief will be extremely effective at treating
and preventing nasal allergies.








Expenses
for the three and nine months ended September 30, 2009 and 2008.





Expenses
for the three and nine months ended September 30, 2009 were $159,902 and
$328,069 as compared to $26,890 and $54,790, for the same three and six month
periods ended September 30, 2008. The expenses for the three and six months
ended September 30, 2009 and 2008 are broken down as follows





September
30,


Three
Months                                            Nine
Months


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


2009                    2008                          2009                        2008





General
      and administrative:Amortization
            $
            25,273
            $
            --
            $
            84,103
            $
            --Consulting
      (including $15,000, $10,000,
              $45,000  and
      $ 33,750 to related  parties)
            
            68,100
            
            26,040
            
            131,000
            
            49,790Computer
      and Internet expenses
            
            5,172
            
            --
            
            7,437
            
            --Insurance
            
            27,085
            
            --
            
            29,254
            
            --Marketing
            
            14,366
            
            --
            
            42,762
            
            --Professional  expenses
            
            7,983
            
            ---
            
            14,517
            
            2,500Rent
            
            4,200
            
            500
            
            7,500
            
            500Testing
            
            2,500
            
            --
            
            4,500
            
            --Travel
            
            3,512
            
            --
            
            4,052
            
            --Other
      expenses
            
            1,712
            
            350
            
            2,944
            
            2,000Total
      expenses
            $
            159,903
            $
            26,890
            $
            328,069
            $
            54,790








Financial
Condition, Liquidity and Capital Resources.





During
the quarter ended September 30, 2009, we received an additional $220,000 from
the issuance of subordinated promissory notes, which brings the total borrowed
year-to-date to $325,000.   We had borrowed a total of $234,500
on subordinated promissory notes through December 31, 2008. 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 of
our common stock do not currently trade on any market. An application was filed
in May, 2009 with FINRA on Form 15c-211 for the approval to trade our common
shares on the NASD OTC Bulletin Board.





Since we
have had no significant operations to 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 Chief Accounting 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
Accounting Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.





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





(b)
Changes in Internal Control over Financial Reporting.





During
the quarter ended September 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 September 30, 2009





ITEM
3   -   DEFAULTS UPON SENIOR
SECURITIES





None





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





None
during the quarter ended September 30, 2009.





ITEM
5   -   OTHER INFORMATION





None





ITEM
6   -   EXHIBITS AND REPORTS ON FORM
8-K





(a)
Exhibits





None





(b)
Reports on Form 8-K





None


SIGNATURES





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





TheraBiogen,
Inc.





By: \s\
Kelly T.
Hickel                                                                                     Dated:   November
10, 2009





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


Kelly
T. Hickel,


President
and CEO