UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

or

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

For the transition period from to

Commission file number 000-32733

THERABIOGEN, INC.

(Exact Name of Registrant as Specified in Its Charter)

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

1365 N. Courtenay Parkway, Suite A
Merritt Island, 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 Act). Yes [ ] No [X]

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

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

PART I FINANCIAL INFORMATION

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

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

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

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

PART II OTHR INFORMATION

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

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

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

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

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

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

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

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

Part I.

Item 1. FINANCIAL INFORMATION
                                                                       THERABIOGEN, INC.
                                                                        BALANCE SHEETS
                                                                                                  June 30            December 31,
                                                                                                    2009                 2008
                                                                                                (Unaudited)           (Audited)
                                                                                                ----------            ----------
ASSETS
Current assets:
Cash and cash equivalents                                                                      $    14,458            $   100
                                                                                                ----------              ---------
Total current assets                                                                                14,458                   100
Other assets:
License, net of amortization of
$98,050 and $39,220                                                                              2,255,150              2,313,980
                                                                                                 ----------           -----------
Total assets                                                                                   $ 2,269,698            $ 2,314,080
                                                                                                 ==========           ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)

Liabilities
Current liabilities:
Accounts payable (including $20,000
and $ 5,000 to related parties                                                                 $    33,559            $    15,275
Accrued interest                                                                                    24,529                  9,435

                                                                                                 ----------           -----------
Total current liabilities                                                                           58,088                 24,710

Long term liabilities:
Convertible notes                                                                                  334,500                234,500

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

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

Total liabilities 392,588 259,210

STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value; 5,000,000
shares authorized; no shares issued                                                                     --                     --
Common stock, $.0001 par value; 100,000,000
shares authorized; 18,791,000 and
17,895,000 shares issued and outstanding
at June 30, 2009 and December 31, 2008                                                               1,880                  1,790

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

F- 1

                                                                      THERABIOGEN, INC.
                                                                   Statements of Operations
                                                                         (UNAUDITED)

For the three For the six Cumulative

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

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

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

EXPENSES

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

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

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

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

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

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

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

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

NET OPERATING
INCOME (LOSS) (97,421) (300) (168,166) (28,300) (324,656)

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

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

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
(BASIC AND DILUTED)                                                             18,791,000 2,195,000 18,661,578 2,195,000
                                                                                ========== ========= ========== =========
NET INCOME (LOSS) PER
SHARE
(BASIC AND DILUTED)                                                               $ (0.006)$ (0.001) $ (0.010) $ (0.013)
                                                                                   ========= ========= ========== =========

See accompanying notes to financial statements.

F- 2

THERABIOGEN, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(UNAUDITED)

For the six months Cumulative

ended June 30, from inception
2009 2008 in April 2000

-------- -------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (184,660) $ (28,600) $ (350,585)

Adjustments to reconcile net loss to net cash used by

operating activities

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

Accounts payable and accrued expenses                                             18,284      (1,400)              33,559
Accrued interest                                                                  16,494            -               25,929
                                                                               ---------     ---------          ----------
NET CASH USED BY OPERATING ACTIVITES                                             (91,052)     (30,000)            (184,657)
                                                                                ---------     ---------          ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of license                                                                 -            -             (150,000)
                                                                                ---------     ---------          ----------
NET CASH USED BY INVESTING ACTIVITIES                                                  -           -             (150,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash                                                      -            -                4,205
Capital contribution                                                                 500            -                5,500

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

EQUIVALENTS FOR THE PERIODS                                                       14,448            -               14,548

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD                                        100            -                    -
                                                                                ---------    ---------            ---------
CASH AND CASH EQUIVALENTS END OF PERIOD                                        $ 14,548    $       -            $ 14,458
                                                                               =========    =========            =========

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

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

See accompanying notes to financial statements.

F- 3

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

NOTE 1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

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

26, 2000, but was inactive until July, 2008.

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

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

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United

States of America and the instructions to Form 10-Q. In the opinion of

management, the financial statements include all adjustments considered

necessary for a fair presentation of the Company's financial position, as of

June 30, 2009, and its results of operations and cash flows for the three and six months ended June 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
bonds at 12 percent interest in order to acquire the THERAMAX™™ product licenses
but has expended the entire amount for the license and for current operating
expenses. In January, 2009, the Company borrowed another $20,000 and issued

a two year convertible bond at 16 percent interest and borrowed another $85,000 through June 30, 2009 on the same terms.

Management plans to begin the distribution of the THERAMAX™™ product line in the third quarter of 2009.

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

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

NOTE 1. ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION (CONTINUED)

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

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

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

NOTE 1. ORGANIZATION AND FINANCIAL STATEMENT PRESENTATION (CONTINUED)

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

NOTE 2. EQUITY TRANSACTIONS

In January, 2009, the Company issued 896,000 shares of common stock on the
partial conversion of the $30,000 convertible debt issued in November, 2007.

In accordance with the conversion terms, accrued interest to the date of the
conversion (January 27, 2009)in the amount of $1,400 and $5,0000 in principal
were converted into the 896,000 common shares. No shares of common stock were issued during the quarter ended June 30, 2009. As a result, the total number of
shares of common stock outstanding at June 30, 2009 remains at 18,791,000.

NOTE 3. RELATED-PARTY TRANSACTIONS

During the quarter ended June 30, 2009, the Company received consulting
services from FSR, Inc. in the amount of $15,000 under a consulting agreement
entered into in September, 2008. FSR, Inc. provides the services of Kelly T.

Hickel as Chairman, a director and CEO of the Company. The Company also received
consulting services from CF Consulting, LLC in the amount of $15,000, for which
CF Consulting, LLC provided services as principal financial officer and
corporate counsel.

NOTE 4. INCOME TAXES

Income taxes are computed under the provisions of the Financial Accounting Standards Board (FASB) Statement No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of the difference in events that have been recognized in the financial statements of the Company compared to the tax returns.

At June 30, 2009, the Company has approximately $350,000 of net operating carry-forwards available to affect future taxable income and has established a valuation allowance equal to the tax benefit of the net operating loss carry-forwards as realization of the asset is not assured. The net operating loss carry-forwards may be limited under the change of control provisions of the Internal revenue Code, Section 382. No income tax provision is presented in the accompanying financial statements as a result of the utilization of net operating loss carry forwards and corresponding change in the valuation allowance.

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

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 $247 has been

accrued on this note for the three months ended June 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 June 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 June 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 June 30, 2009.

In the quarter ended June 30, 2009, the Company borrowed an additional $85,000 and issued 4 subordinated promissory notes at 16 percent interest for $40,000. $15,000, $10,000 and $20,000, with 2 year terms. Interest of $2,190 has been accrued on these notes during the quarter ended June 30, 2009.

F- 4

Item 2. Management Discussion and Analysis or Plan of Operation

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

General
During 2007, we entered into an exclusive licensing agreement with a

California company, Nasal Therapeutics, Inc., to develop, manufacture, market nd 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. 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 has 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 have 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 THERAMAX™ 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 THERAMAX™ name. We paid a total of $75,000 for the extension and the trademark.

Business model

Over the next 12 to 24 months, we will launch three homeopathic nasal sprays

into the United States OTC market. We will launch THERAMAX™ Cold Relief in the third quarter of 2009 and THERAMAX™ Flu Relief and THERAMAX™ Allergy Relief in 2009. 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 THERAMAX™ and in July, 2009, entered into a logistics agreement with Stratis Healthcare, Inc., a healthcare industry logistics and warehouse management company.

Homeopathic nasal sprays

THERAMAX™ Cold Relief

THERAMAX™ 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 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 other remedies, 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 other homeopathic products. Human studies on THERAMAX™ Cold Relief are still a few months from being initiated. However, we expect THERAMAX™ Cold Relief to be much more effective than other homeopathic products at reducing the duration of the common cold. Patents protecting the THERAMAX™ Cold Relief intellectual property have been filed with the United States Patent and Trademark Office.

THERAMAX™ Flu Relief

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

THERAMAX™ Flu Relief intellectual property have been filed with the United
States Patent and Trademark Office.

THERAMAX™ Allergy Relief

The nasal manifestation of allergies are mediated by ICAM-1 receptors
present on the surface of the nasal membrane. Antigens such as pollen, dust,
animal proteins etc. increase the expression and subsequent presentation of
ICAM-1 receptors on the nasal membranes and provide the attachment site for
inflammatory mediators of the allergic response. The intracellular mediator
of the antigen induced increase in ICAM-1 expression and the rhinovirus
induced ICAM-1 expression is the same. Therefore, active ingredients in

THERAMAX™ cold that inhibit the ICAM-1 expression form the core of the

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

Expenses for the three and six months ended June 30, 2009 and 2008.

Expenses for the three and six months ended June 30, 2009 were $106,792

and $184,660 as compared to $300 and $28,600, for the same three and six month periods ended June 30, 2008. The expenses for the three and six months ended June 30, 2009 and 2008 are broken down as follows:

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

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

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

Bank fees 429 569 - -

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

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

Insurance 2,169 2,169 - -

License fees and permits 300 300 - -

Marketing and samples 28,396 28,396 - -

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

Rent 1,650 3,333 - -

Testing 2,000 2,000 - -

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

Financial Condition, Liquidity and Capital Resources.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Shares of our common stock do not currently trade on any market. An

application has been filed in May, 2009 with FINRA on Form 15c-211 for the
approval to trade our common shares on the NASD OTC Bulletin Board.

Since 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 June 30, 2009, there was no change in our
internal control over financial reporting (as such term is defined in
Rule 13a-15(f) under the Exchange Act) that has materially affected, or
is reasonably likely to materially affect, our internal control over
financial reporting.

PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings.

None.

ITEM 1A. Risk Factors.

Not applicable.

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

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

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

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

None during the quarter ended June 30, 2009.

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.0 Agreement with Elias Shaker Company dated June 26, 2009

10.1 Agreement with Stratis Healthcare, Inc. dated July, 2009

10.2 Amended and Modified Licensing Agreement with Nasal Therapeutics, Inc.

(b) Reports on Form 8-K

None
SIGNATURES

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

TheraBiogen, Inc.

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

TheraBiogen, Inc. 10-Q