UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~May to23, ~~Section~~2012 Date 13of orReport 15(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange Act of 1934~~reported)

~~March 10~~THERABIOGEN, ~~2011~~INC. (Exact name of registrant as specified in its charter)

Date of Report (Date of earliest event reported)

THERABIOGEN, INC.

(Exact name of registrant as specified in its charter)


Nevada	000-53008	98-0559606
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

120 Wall Street, 24th Floor New York, NY		10005
PO Box 296 Freehold, NJ	07726
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

866-.284-.9561

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 - Entry into a Material Definitive Agreement

On May 23, 2012, we entered into consulting agreement with DBI LLC, pursuant to which DBI, through its principal, Dean Blechman, will provide the following services to us:

Provide assistance and advice on our day-to-day operations.

Provide assistance and advice on and review and consult with our CEO and Board concerning our financial statements and reports required to be filed under applicable federal securities laws.

Assist senior management in revising our business model and provide assistance and advice concerning the implementation of such business model.

Assist in the revision of our sales and marketing strategy.

Assist in the preparation of our short and long term budgets.

Provide advice concerning our capital raising activities.

The initial term of the agreement is through May 24, 2013, subject to annual renewals. In consideration of these services, we will pay a monthly fee of $10,000 and issue 2.5 million shares of our common stock to DBI as of the effective date of the agreement. An additional 500,000 shares shall be issued on the first anniversary of the date of the agreement.

Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers

On ~~March~~May 1022, ~~2011~~2012, ~~the~~each ~~Board~~ of ~~Directors appointed~~ Dr. ~~Phillip~~Philip Forman, asRichard ~~the Secretary~~Rifenburgh, ~~Chief~~Boris ~~Compliance~~Rubizhevsky ~~Officer~~ and Barry Saxe resigned as a member of ~~the~~our Board of Directors ofand ~~the~~Mark ~~Company. On~~Shooman ~~that~~resigned ~~same~~as ~~date,~~our ~~the~~Chief ~~Board~~Financial Officer. None of ~~Directors~~the ~~also~~resignations ~~appointed~~were ~~Mr.~~the ~~Richard~~result ~~Rifenburgh~~of asany adisagreement ~~member~~with ofus ~~the~~on ~~Board~~any ofmatter ~~Directors~~relating ofto ~~the~~operations, ~~Company~~policies ~~and~~or ~~Chairman~~practices, ofincluding ~~the~~accounting ~~Compensation~~or ~~Committee~~financial policies.

~~Phillip~~Prior ~~Forman,~~to ~~DPM, served as~~ the ~~Co-~~aforesaid ~~Chief Compliance Officer of The Center for Wound Healing~~resignations, ~~Inc.~~our ~~(“CFWH”),~~Board ~~a leading manager~~ of ~~comprehensive~~Directors ~~wound~~elected ~~care~~Pasquale ~~treatment~~Petruzzo ~~centers~~and ~~that~~Thomas ~~offer~~Kelley ~~hyperbaric oxygen therapy~~ as ~~well~~members asof ~~traditional~~our ~~wound~~Board ~~care treatment modalities from April 2006 until December 2010. Prior to Dr. Forman’s service with CFWH, he was the Medical Director~~ of ~~the New York Hyperbaric~~Directors, ~~the predecessor~~ to ~~American~~serve ~~Hyperbaric,~~until ~~Inc. Prior to joining New York Hyperbaric, Dr. Forman served as~~ the ~~co-medical~~next ~~director~~annual ofmeeting ~~the Staten Island University Hospital Diabetic Treatment Center. Dr. Forman received his doctor degree~~ of ~~Podiatric~~our ~~Medicine~~stockholders ~~from~~and ~~the~~until ~~Pennsylvania~~their ~~College~~successors ofare ~~Podiatric~~duly ~~Medicine~~qualified. There ~~His~~was ~~degree~~no isarrangement aor ~~Diplomat,~~understanding ~~American~~between ~~Board~~these ofindividuals ~~Podiatric Surgery. His academic appointments include Podiatric Attending~~ and heany ~~has~~other ~~lectured~~persons ~~both~~pursuant ~~nationally~~to ~~and~~which ~~internationally~~they onwere ~~advanced~~selected ~~wound~~as ~~care and hyperbaric medicine~~directors. In Neither ~~addition, Dr~~Mr. ~~Forman~~Petruzzo ~~has~~nor ~~extensively~~Mr. ~~participated~~Kelley inis ~~numerous~~party ~~wound~~to ~~care~~any ~~clinical~~existing ~~trials~~agreement ~~involving~~or ~~diabetic~~arrangement ~~foot~~with ~~infections~~us, ~~novel~~nor ~~antibiotics,~~is ~~and~~either ~~new~~an ~~biopharmaceuticals~~employee ~~for problem and non-healing wounds~~ of ~~the lower extremities~~ours.

~~Richard~~Section ~~Rifenburgh has~~9 ~~been~~- anFinancial ~~officer~~Statements and ~~director~~Exhibits ofItem ~~many public companies since 1964, when he was a founder of Mohawk Data Sciences Corp~~9.,01 a computer peripheral equipment company. Mr. Rifenburgh is a member of the Board of Directors of Spring Creek Healthcare Systems, Inc. since April 2009 and is also a member of the Board of Directors of United Health Products, Inc. since June 2008, where he serves as Chair of the Audit Committee and Compensation Committee. Since 1968, he also has served as Chairman of the Board of Moval Management Corporation, a management consulting firm that specializes in restoring companies in financial distress. From February 1989 until May 1991 Mr. Rifenburgh served as Chairman of the Board and Chief Executive Officer of Miniscribe Corporation, a publicly-~~held~~ ~~holding~~Financial ~~company~~Statements and ~~manufacturer~~Exhibits of(d) ~~computer~~Exhibits ~~disc drives~~10.1 From 1987 to 1990 he was a General Partner at Hambrecht and Quist Venture Partners, a venture capital organization. From 1988 to 1990 he was Chairman of the Board and Chief Executive Officer of Ironstone Group, Inc., and a publicly-~~held~~ ~~company.~~Consulting ~~From1996~~Agreement todated ~~2002~~May ~~he served on the Board of Directors of Tristar Corporation~~23, a2012 ~~publicly-held~~by ~~manufacturer of cosmetics~~ and ~~fragrances~~between ~~that filed for bankruptcy in 2001. From 1992 to 2001 Mr. Rifenburgh served as a director of Concurrent Computer Corporation~~TheraBiogen, ~~which is a publicly reporting company. Since June 2008 Mr. Rifenburgh also has served as the non-executive Chairman of Board of Directors of Paradise Music and Entertainment,~~ Inc. and ~~previously was its Vice Chairman. Mr. Rifenburgh attended Wayne University~~DBI, ~~majoring in Electrical Engineering.~~LLC

Also on March 10, 2011, the Board of Directors adopted the 2011 Employee, Director and Consultant Incentive Plan and the 2011 Board Compensation Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		2011 Employee, Director and Consultant Incentive Plan
10.2		2011 Board Compensation Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THERABIOGEN, INC
	THERABIOGEN, INC.
Date: March 15, 2011
Date: May 25, 2012
	By:	/s/ Kelly T. Hickel
		Kelly T. Hickel
		Chief Executive Officer

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