UNITED STATES





SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549







FORM 10-K/A





(Mark One)





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





For the fiscal year ended February 28, 2010





[ ] 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 000-53008





THERABIOGEN, INC.





(Exact name of the Company as specified in its charter)





NEVADA
98-0559606State or other jurisdiction of incorporation or organization
(I.R.S. Employer Identification No.)1365 N. Courtenay Parkway, Suite AMerritt Island, FL 32953(Address of principal executive offices)
(Zip Code)





321-735-0265


The Company's telephone number, including area code





Securities registered pursuant to Section 12(b) of the Act: NONE.





Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 Par Value Per Share.





Indicate by check mark if the Company is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.


[ ] Yes [ x ]No





Indicate by check mark if the Company is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


[ ] Yes [ x ]No





Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ x ]Yes [ ] No











Indicate by check mark whether the Company has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit and post such files). [x ] Yes  [ ] No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[x ] Yes  [ ] No







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Indicate by check mark whether the Company 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 “smaller 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 Company is a shell company (as defined in Rule 12b-2 of the Act).[x ] Yes  [ ] No





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Company’s most recently completed second fiscal quarter:





$271,320 as of August 31, 2009, based on a price of $0.105 per share, being the price at which our shares were then sold on the market.





Indicate the number of shares outstanding of each of the Company’s classes of common stock, as of the latest practicable date.





As of May 28, 2010, we had 35,006,000 shares of common stock outstanding.








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ITEM 11.  EXECUTIVE COMPENSATION





COMPENSATION PURSUANT TO PLANS





COMPENSATION OF DIRECTORS





We are amending disclosures made in an Annual Report on Form 10-K for the year ended February 28, 2010 under the two headings noted above.  On December 8, 2009, our Board of Directors adopted a Board of Directors Compensation Plan.  This Plan provides for the following compensation to each member of the Board of Directors:





(i)            A grant of 250,000 shares of common stock;





(ii)           A grant of a warrant to purchase 125,000 shares of common stock;





(iii)           $1,000 for each meeting attended in person plus out-of-pocket expenses; and





(iv)           $500 for each telephonic meeting.





The stock and warrant grants will be made on the last business day of January and pro rated grants will be made to directors appointed or elected during the calendar year .





ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  The following exhibits are filed with this report:
 
 Exhibit No.

Description31.1

Certification of the Chief Executive Officer and Principal Financial Officer Pursuant to Rule 13A-14(a) and Rule 15D-14(a), of the Securities Exchange Act, as amended.32.1

Certification of the Chief Executive Officer and Principal Financial Officer Pursuant to18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





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SIGNATURES








Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





THERABIOGEN INC.Date:
August 19, 2010
By:
/s/ Kelly T. HickelKELLY T. HICKELPresident, Secretary, Treasurer, Chief Executive Officer,  Chief Financial Officer and Director(Principal Executive Officer and Principal Accounting Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.





Date:
August 19, 2010
By:
/s/ Kelly T. HickelKELLY T. HICKEL, Director/s/ Boris RubizhevskyBORIS RUBIZHEVSKY, Director/s/ Barry SaxeBARRY SAXE, Director











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