____________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________

FORM 10-K

(Mark One)

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

For the fiscal year ended February 2829, ~~2011~~2012

[ ] 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 registrant as specified in its charter)

NEVADA		98-0559606
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
120 Wall Street, Suite 2401
PO Box 296
New York, NY		10005
Manalapan, NJ 07726		07726
(Address of principal executive offices)		(Zip Code)

866-284-9561

Registrant's telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Former Address:

4400 Route 9 South

Freehold, NJ 07728

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~~per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ x X] No

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 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 [X]Yes [ ] No

[Indicate by check mark whether the registrant 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 registrant was required to submit and post such files). [X] Yes [ x ] No

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent ~~has~~filers ~~filed~~pursuant ~~all reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulation 13S-K ~~or 15~~(d)s229.405 of ~~the~~this ~~Securities~~chapter) ~~Exchange~~is ~~Act~~not ofcontained ~~1934~~herein, ~~during~~and ~~the~~will ~~preceding~~not 12be ~~months~~contained, ~~(or~~to ~~for~~the ~~such~~best ~~shorter~~of ~~period~~registrant’s ~~that~~knowledge, ~~the~~in ~~registrant~~definitive ~~was~~proxy ~~required~~or toinformation ~~file~~statements ~~such~~incorporated ~~reports),~~by ~~and~~reference ~~(2)~~in ~~has~~Part ~~been~~III ~~subject~~of tothis ~~such~~Form ~~filing~~10-K ~~requirements~~or ~~for~~any ~~the~~amendment ~~past~~to 90this ~~days [ x ]Yes~~Form 10-K. [ X] No

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~or ~~Interactive~~a ~~Data~~smaller ~~File~~reporting ~~required~~we. toSee bethe ~~submitted~~definitions ~~and posted pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(s.~~filer,” ~~229.405~~“accelerated offiler” ~~this~~and ~~chapter)~~“smaller ~~during~~reporting ~~the~~we” ~~preceding~~in 12Rule ~~months~~12b-2 ~~(or~~of ~~for such shorter period that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act.

Large accelerated filer [ ] ~~Yes~~ Accelerated filer [ ] No Non-accelerated filer [ ] (Do not check if a smaller reporting we) Smaller reporting company [X]

Indicate by check mark ifwhether ~~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~~ registrant’s ~~knowledge,~~is ina ~~definitive~~shell ~~proxy~~we or(as ~~information~~defined ~~statements incorporated by reference~~ in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Act). [ ] ~~10-K~~Yes [X] ~~or any amendment to this Form 10-K.~~No

~~[x]~~On August 31, 2011 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was $2,177,440 based upon the average of the bid and asked prices of the stock on that date of $0.05.

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 “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ x ]

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

On August 31, 2010, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was $14,949,326 based upon the average of the bid and asked prices of the stock on that date of $0.50.

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

As of ~~May~~June 198, ~~2011~~2012, we had 40 69,~~783~~662,~~166~~810 shares of common stock outstanding.

THERABIOGEN, INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED FEBRUARY 2829, ~~2011~~2012 TABLE OF CONTENTS

			PAGE
	Page
PART I	4		3
	ITEM 1.	BUSINESS	3
ITEM 1. BUSINESS	4
	ITEM 1A.	RISK FACTORS	7
ITEM 1A. RISK FACTORS	8
	ITEM 1B	UNRESOLVED STAFF COMMENTS
ITEM 1B. UNRESOLVED STAFF COMMENTS	11
	ITEM 2.	PROPERTIES	10
ITEM 2. PROPERTIES	12
	ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 3. LEGAL PROCEEDINGS	12
	ITEM 4.	REMOVED AND RESERVED	10
ITEM 4. REMOVED AND RESERVED	12
PART II	~~PART II~~13		10
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
	ITEM 6	SELECTED FINANCIAL DATA	11
ITEM 6. SELECTED FINANCIAL DATA	13
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
	ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	16
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
	ITEM 9A.	CONTROLS AND PROCEDURES	13
ITEM 9A. CONTROLS AND PROCEDURES	16
	ITEM 9B.	OTHER INFORMATION.	15
ITEM 9B. OTHER INFORMATION.	17
PART III	18		16
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	16
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	18
	ITEM 11.	EXECUTIVE COMPENSATION.	18
ITEM 11. EXECUTIVE COMPENSATION.	19
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	20
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	21
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	21
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	21
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	22
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	22
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	23
SIGNATURES	24		23

PART I

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Annual Report on Form 10-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Annual Report on Form 10-K by reference. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Annual Report on Form 10-K. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Annual Report on Form 10-K to conform our statements to actual results or changed expectations.

As used in this Annual Report, the terms “we,” “us,” “our,” “TheraBiogen,” and the “Company” mean TheraBiogen, Inc., formerly Kushi Resources Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1. BUSINESS.

OVERVIEW

We were incorporated on October 3, 2005 under the laws of the State of Nevada as Kushi Resources, Inc. On January 5, 2010, we merged with TheraBiogen, Inc., also a Nevada corporation. We were the surviving entity in the merger and changed our name to TheraBiogen, Inc. All references in this Report to TheraBiogen mean TheraBiogen, Inc., formerly Kushi Resources Inc., unless otherwise indicated.

Until the merger with TheraBiogen, Inc. on January 5, 2010, we had been an exploration stage ~~company~~ engaged in the acquisition and exploration of mineral properties. After the merger we began to pursue the activities of the former TheraBiogen, Inc., the development and marketing of homeopathic nasal spray products, as our primary business. During ~~the~~fourth ~~forth~~ quarter of fiscal 2011 we determined that the value of our mineral rights was not sufficient to justify further pursuit of that business plan~~. On~~ ~~April~~and ~~20,~~wrote ~~2011 the Board of Directors of the Company approved the write-~~off of the remaining mining interests and assets.

On June 18, 2009, Kelly T. Hickel was appointed to our board of directors. During August, 2009, a controlling interest in the Company was acquired as reported on the Form 14F-1 filed with the SEC on August 31, 2009. As part of that change in control, our former Chairman and sole officer, Greg Corcoran, resigned as an officer and director, leaving Mr. Hickel as the sole remaining director. Mr. Hickel also was appointed as our President, Secretary and Treasurer and sole officer. On November 17, 2009, we appointed three new directors to the Board: Dwight Brunhoeler, Barry Saxe and Boris Rubizhevsky, to serve with Mr. Hickel. Mr. Brunhoeler resigned in May 2010 for personal reasons.4

OnWe ~~November~~currently ~~17,~~develop ~~2009,~~and ~~our~~market ~~Board~~homeopathic ofover-the-counter ~~Directors~~pharmaceutical ~~approved~~products ~~the~~to ~~terms~~consumers ofin anthe ~~Agreement~~United ~~and~~States, ~~Plan~~currently, ofthrough ~~Merger~~retail ~~with~~pharmaceutical ~~TheraBiogen, Inc~~outlets., ~~which~~In ~~was~~2010, ~~approved~~we ~~unanimously~~began byshipping ~~our~~two ~~shareholders,~~homeopathic ~~also~~nasal onsprays ~~November~~into ~~17,~~the ~~2009. Under~~United States over-the-counter ~~terms~~market; ofTHERA ~~the~~MAX™ ~~merger,~~Cold ~~Kushi~~and ~~Resources,~~Flu ~~Inc.~~Relief ~~would~~and beTHERA ~~the~~MAX™ ~~surviving~~Allergy ~~entity~~Relief. ~~but~~We ~~would~~have ~~change~~been ~~its~~in ~~corporate~~Rite ~~name~~Aid toCorporation ~~TheraBiogen,~~stores ~~Inc.,~~nationally ~~and~~since ~~would~~2010. ~~issue~~We ~~one~~received ~~share~~and ofshipped ~~its~~orders ~~post-forward~~during ~~split~~this ~~common~~fiscal ~~stock~~year ~~for~~to ~~each~~Walgreens of(nationally), ~~the~~Hannaford 19Supermarkets,~~091,000~~ ~~shares~~Discount ofDrug ~~common~~Mart, ~~stock~~Big ofY ~~TheraBiogen~~Supermarkets, ~~Inc.~~and ~~then~~Food ~~outstanding. Following~~Lion ~~approval~~We byhave abeen ~~majority~~successful in penetrating two of the ~~shareholders~~largest ofretail ~~TheraBiogen,~~pharmaceutical ~~Inc.~~companies into ~~December,~~sell ~~2009,~~our ~~the~~products ~~merger~~along ~~closed~~with ona ~~January~~number 5of local and regional chains and are in over 12,000 ~~2010~~retail outlets.

OnTHERA ~~January~~MAX™ 4,has ~~2010,~~received wevisibility ~~completed~~on aboth ~~2.6~~local ~~for~~and 1national ~~forward~~television ~~split of our common stock,~~ as a result of ~~which,~~signage ~~our~~placement ~~outstanding~~in ~~shares~~the ~~increased~~arena ~~from~~at ~~5,230,000~~the ~~shares~~Miami toHeat ~~13,598,000~~(NBA ~~shares. We~~Basketball) games ~~issued~~and anthrough ~~additional~~our 19social media,~~091,000~~ ~~shares~~radio ofand ~~our~~television ~~common~~marketing ~~stock~~campaign toin the ~~former~~fall ~~shareholders~~and winter of ~~the~~2011. ~~old~~We ~~TheraBiogen,~~placed ~~Inc.~~our in“No ~~the~~Cold ~~merger. Following~~Here” ~~the~~ad ~~merger,~~on ~~there~~the ~~were~~Jumbo ~~32,689,000~~Screen ~~common~~in ~~shares~~Times ~~outstanding. As~~Square afor ~~result~~the of2011 ~~our~~Christmas ~~corporate~~and ~~name~~New ~~change~~Year ~~to TheraBiogen~~season, ~~Inc.~~along inwith ~~the~~street ~~merger,~~teams ~~our~~and ~~trading~~random ~~symbol~~consumers ontrying the ~~NASDAQ~~product ~~OTC~~for ~~Bulletin~~the ~~Board~~first ~~also~~time, ~~changed~~while ~~from~~being ~~KUSI~~filmed toand ~~TRAB. For~~had ~~accounting~~exposure ~~purposes,~~on the ~~transaction~~various ~~has~~social ~~been~~media ~~accounted for as a reverse acquisition~~channels.

3PLAN OF OPERATION

~~The~~Nasal financial statements contained in this Annual Report are the consolidated results of operations and financial position of the consolidated entities as a result of the merger for all periods reported, except that the historical financial statements of TheraBiogen, Inc. have been restated to a fiscal year ended February 28, 2010 to conform with the fiscal year of Kushi Resources, Inc., the surviving entity in the merger. TheraBiogen, Inc. filed a Form 15 Notice of Termination of its former reporting status with the SEC on March 31, 2010, and we have assumed the former reporting obligations of the old TheraBiogen, Inc., as the survivor in the merger.Products

~~PLAN~~During OF2008, ~~OPERATION~~TheraBiogen, Inc. entered into an exclusive licensing agreement with a California company, Nasal Therapeutics, Inc., to develop, manufacture, market and sell four homeopathic nasal sprays, THERA MAX™ Cold Relief, THERA MAX™ Flu Relief, THERA MAX™ Allergy Relief and THERA MAX™ Migraine Relief, on an exclusive basis in North America and with a right of first refusal for all other product areas. The principal of Nasal Therapeutics, Inc., Dr. Charles Hensley had 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).

~~Nasal~~ZICAM ~~Products~~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 THERA MAX™ product contains zinc in any form.

~~During~~We ~~2008,~~have ~~TheraBiogen,~~four ~~Inc.~~formulas ~~entered~~available ~~into~~under anthe ~~exclusive~~license ~~licensing~~ agreement with ~~a California company,~~ Nasal Therapeutics~~, Inc~~., toWe ~~develop,~~are ~~manufacture,~~marketing ~~market~~the ~~and sell four homeopathic nasal sprays, THERA MAX™~~ Cold ~~Relief,~~and ~~THERA MAX™~~ Flu Relief, ~~THERA MAX™ Allergy Relief and THERA MAX™ Migraine Relief, on an exclusive basis~~ in ~~North~~one ~~America~~formulation ~~and~~which ~~with~~distinguishes aour ~~right~~product offrom ~~first~~any ~~refusal for all~~ other product ~~areas.~~currently ~~The~~on ~~principal~~the ofmarket. ~~Nasal~~We ~~Therapeutics,~~are ~~Inc.,~~and ~~Dr. Charles~~have ~~Hensley~~been ~~had~~marketing ~~developed~~our ~~ZICAM~~ Allergy product and ~~the~~have ~~nasal~~announced ~~delivery~~that ~~systems~~we ~~used~~will inbe shipping the ~~ZICAM~~Migraine product ~~line~~in ~~extensions.~~the ~~Dr. Hensley~~near ~~founded Geltech, LLC~~future. ~~the~~We ~~company~~have ~~that~~developed ~~launched~~a ~~ZICAM~~sore ~~and~~throat ~~made~~product ~~the~~that ~~product~~we aplan ~~household~~to ~~name.~~introduce Inas ~~2001,~~soon ~~Dr. Hensley~~as ~~and~~we ~~his~~have ~~partners~~adequate ~~sold~~funding ~~their~~to ~~interest~~market init. ~~Geltech~~Other toproducts ~~Matrixx~~are ~~Initiatives~~under ~~(MTXX)~~consideration.

~~ZICAM~~Our ~~had~~plan ~~been~~of aoperation ~~leading~~includes ~~cold remedy in~~ the ~~United~~addition ~~States~~of ~~with~~products ~~sales~~and ~~exceeding~~SKU’s ~~$100,000,000~~that incan ~~2006.~~extend ~~However,~~our inproduct ~~recent~~line ~~years,~~to ~~the~~make ~~use~~it ofmore ~~zinc~~attractive into ~~the~~both ~~ZICAM~~retailers ~~product~~and ~~has come under fire~~consumers. In ~~2003,~~the ~~reports~~case ~~began~~of toeach ~~surface that a small number~~ of ~~ZICAM~~those ~~users~~products ~~suffered~~we aprovide ~~condition~~benefits ~~known~~that aswill ~~anosmia,~~attract orthe ~~total~~consumer ~~loss~~and ofdistinguish ~~smell.~~our ~~These~~product ~~reports~~from ~~left~~others ~~questions~~including in the ~~minds~~all-natural ofactive ~~consumers~~ingredients, ~~creating~~homeopathic anasal ~~significant~~delivery, ~~market~~quick ~~for~~aid ain ~~ZICAM-type~~relief ~~product~~of ~~that~~symptoms ~~does~~and ~~not contain zinc. In May, 2009,~~ the ~~Food~~comfort &of ~~Drug~~knowing ~~Administration~~there ~~issued~~are ano ~~nationwide~~chemical ~~recall~~interactions ofwith ~~ZICAM~~other ~~nasal spray~~ products ~~containing~~the ~~zinc.~~consumer Nomight ~~THERA~~be ~~MAX™ product contains zinc in any form~~taking.

~~Under~~Our ~~the~~expansion ~~terms~~strategy ofis ~~the~~to ~~License~~add ~~Agreement,~~direct-to-consumer wemarketing ~~issued~~to ~~15,300,000~~take ~~shares~~our ofproduct ~~its~~directly ~~common stock~~ to ~~Nasal~~consumers ~~Therapeutics,~~by ~~Inc.~~a oncombination ~~September 2, 2008 and paid Nasal Therapeutics, Inc. the sum~~ of ~~$150,000,~~social asmedia anpromotion ~~initial~~and ~~license~~advertising ~~fee.~~through ~~There~~multiple ~~is also an annual license fee of $100~~channels, ~~payable~~along onwith ~~September~~selling 1these ofproducts ~~each~~online ~~subsequent~~directly ~~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~~consumer,~~353,200,~~ ~~including~~thereby ~~the~~increasing ~~$150,000~~our ~~cash~~margins ~~payment~~ and ~~the~~our ~~value~~reach ofto the ~~stock~~purchasers ~~issued. This total license cost is being amortized over the twenty year life~~ of ~~the~~such ~~license~~products. ~~The issue of the shares to Nasal Therapeutics, Inc. resulted in a change of control of the Company.~~

InBusiness 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 THERA MAX™ name. We paid a total of $75,000 for the extension and the trademark. As a result of this modification, we calculated the amortization of the license cost over the new term, as follows:Model

Original license cost	$	2,353,200
Less: Amortization to 7-31-2009		(107,855	)
Remaining cost	$	2,245,345
Add: Modification cost		75,000
Total adjusted cost	$	2,320,345

Our business model is, currently, as a developer and manufacturer of over-the-counter homeopathic pharmaceutical products which aid in the relief of various symptoms and illnesses. We have products for which we licensed the formulation from a third party as described elsewhere in this document. We sell those products to the consumer through third parties. Our typical client is a pharmaceutical retail chain or a grocery retail chain. We advertise and promote our products to our ultimate consumer customer through our retail client or directly to the consumer. Our retail clients often requires in-store promotions, advertising and placement discounts and rebates for the consumer, all funded by us. In addition, we have advertised through radio, TV and online through social media channels.

~~The adjusted cost is being amortized over the 25 year term of the modified license commencing August 1, 2009, in equal monthly installments of $7,734.~~5

4When we advertise or promote within the store, according to Generally Accepted Accounting Principles, that marketing and advertising cost is a credit to gross revenue and, then, reflected in the net revenue. When we advertise directly, it is a business expense reflected in the profit and loss statement.

~~Business~~The challenges of our business model include succeeding in getting the retailers to put our products on the shelves and then to encourage consumers to purchase those products from the retailers. We have succeeded in getting our products on the shelves at Walgreens, Rite-Aid, Hannaford Supermarkets, Discount Drug Mart, Big Y Supermarkets and Food Lion.

InThe ~~September~~2011-2012 ~~2010,~~cold weand ~~began~~flu ~~shipping~~season ~~two~~was ~~homeopathic~~unusually ~~nasal~~mild, ~~sprays~~significantly ~~into~~diminishing the ~~United~~demand ~~States~~for ~~over-the-counter~~our ~~market~~product. As a result, ~~THERA~~the ~~MAX™~~sell ~~Cold~~through ~~and~~we ~~Flu~~experienced ~~Relief~~in ~~and~~our ~~THERA~~retailer’s ~~MAX™~~outlets ~~Allergy~~was ~~Relief.~~much Welower ~~identified~~than ~~and~~we ~~contracted~~expected ~~with~~and ~~manufacturers~~has ~~for~~led ~~the~~to ~~products,~~a ~~and~~change ~~designed~~in ~~packaging~~our ~~materials~~business strategy. OnFurthermore, ~~June~~as ~~26,~~a ~~2009,~~result weof ~~entered~~the ~~into~~growth aof ~~marketing,~~Social ~~sales~~Media and ~~distribution~~online ~~agreement~~marketing ~~with~~we ~~Elias~~are ~~Shaker~~contemplating ~~Company~~a ~~for~~modification ~~distribution~~ of ~~THERA~~our ~~MAX™~~strategy ~~products. That~~wherein ~~agreement~~we ~~was~~would ~~terminated~~focus inour ~~November~~primary ~~2010.~~strategy Weon ~~received~~online ~~orders~~direct-to-consumer ~~from~~marketing. ~~and~~In ~~shipped~~this ~~product~~modification to ~~Rite~~our ~~Aid~~Business ~~Corporation~~Model, inwe ~~and~~would ~~since~~advertise ~~July~~through ~~2010.~~Social ~~Our~~Media ~~two~~sites, ~~products~~invest ~~have~~in ~~been~~Search ~~sold~~Engine inOptimization ~~all~~(SEO) ~~Rite~~marketing ~~Aid~~to ~~locations~~drive ~~since~~consumers ~~September~~to ~~2010.~~our Wewebsite ~~have~~where anthey ~~agreement~~would inbe ~~place~~able ~~with~~to ~~Rite~~purchase ~~Aid~~our ~~for~~products ~~their~~directly ~~2012~~from ~~fiscal~~us. ~~year~~This ~~for~~strategy ~~both~~is ~~products~~expected into ~~amounts~~deliver ~~similar~~enhanced tosales ~~their~~and ~~2011~~gross ~~fiscal~~margins ~~year~~since ~~volumes~~we will be selling at retail, not wholesale.

WeAn ~~have~~additional ~~received~~modification ~~and shipped orders~~ to, inour ~~addition~~business tomodel ~~Rite~~is ~~Aid~~that ~~and~~we ~~Walgreens~~would ~~Miami~~add ~~District~~more ~~South,~~products ~~Hannaford~~to ~~Supermarkets, Discount Drug Mart, Big Y Supermarkets and Food Lion. We have also entered into a Sponsorship Agreement with~~ the ~~Miami~~THERA ~~Heat~~MAX™ ~~and~~product ~~Walgreens~~line, ~~Miami~~whether ~~South~~developed ~~District~~internally ~~and~~or ~~shipped~~acquired ~~product~~or tolicensed ~~approximately~~from ~~300~~others. ~~Walgreens~~To ~~stores in~~ that ~~District.~~end, ~~That~~we ~~product~~have ~~has~~developed ~~been on sale in these locations since late February 2011.~~ THERA MAX™ ~~has~~Sore ~~received~~Throat ~~visibility~~Relief onwhich ~~both~~we ~~local~~plan ~~and~~to ~~national~~introduce ~~television~~to asthe amarket ~~result~~this ofyear ~~signage placement~~ in ~~the~~addition ~~arena~~to at the ~~HEAT~~existing ~~games.~~THERA WeMAX™ ~~are~~Cold ~~negotiating~~and ~~similar~~Flu ~~Sponsorship~~relief, ~~Agreements~~THERA ~~with~~MAX™ ~~additional~~Allergy ~~sports~~Relief ~~teams~~ and ~~retailers~~the inrecently ~~other~~announced ~~regions~~THERA ofMAX™ ~~the~~Migraine ~~country~~Relief.

WeHomeopathic ~~are~~nasal in the final stages of approval of THERA MAX™ Cold Relief by several additional major retailers for introduction into their retail stores for the 2012 season which begins in September 2011. We have received vendor approval for one of them and a vendor number which enables us to negotiate agreements in two others pending final approvalsprays

~~Homeopathic~~Our homeopathic nasal ~~sprays~~spray products are, we believe, the next generation cold and flu remedy product, without any actual or potential hazards from zinc. They are all natural, homeopathic and delivered nasally to quickly interact with the immune system so that the immune system can then deal with the symptoms and the illness itself. This is in contrast to most other products which are chemical based and typically mask symptoms often causing drowsiness and sometimes conflicts with other medical treatments.

~~THERA~~RECENT ~~MAX™ Cold and Flu Relief~~DEVELOPMENTS

~~THERA~~We ~~MAX™~~focused ~~Cold~~this ~~Relief~~past ~~homeopathic~~winter ~~nasal~~on ~~spray~~the ~~is,~~marketing weplan ~~believe,~~for the ~~next~~Cold ~~generation~~and ~~cold~~Flu ~~remedy~~Season. ~~product,~~We ~~without~~launched ~~any~~and ~~actual~~completed ormarketing ~~potential~~programs ~~hazards~~through ~~from~~radio, ~~zinc ZICAM~~television, ~~which~~online ~~was~~and ~~developed~~through bysocial Drmedia. ~~Hensley~~ inThe ~~the~~most ~~late~~recognized ~~1990s~~accomplishment ~~and~~was ~~includes~~to ~~zinc~~launch inour ~~the~~Times ~~formulation~~Square ~~had~~Social ~~been~~Media acampaign. Over ~~highly~~200 ~~successful~~people ~~product~~were ~~with~~chosen ~~sales~~randomly ~~exceeding~~in ~~US$100,000,000~~Times inSquare ~~2006.~~and ~~See~~encouraged ~~above~~to ~~for~~try aThera ~~more~~Max™ Cold ~~complete~~and ~~explanation,~~Flu ~~but~~while ~~the~~a ~~ZICAM~~reporter ~~nasal~~filmed ~~cold~~video ~~remedy~~interviews ~~was~~with ~~ordered~~them byunder the ~~FDA~~TheraMax™ tobillboard. beThe ~~removed~~Social ~~from~~Media ~~the~~Campaign ~~shelves~~continued inthroughout ~~July~~the ~~2009~~season.

~~Common colds are caused primarily by rhinoviruses and coronaviruses. Rhinoviruses infect nasal cells by attaching to ICAM (Inter-cellular Adhesion Molecule receptor sites on the nasal membrane.~~ The ~~Company~~videos ~~believes~~from ~~that THERA MAX™ Cold Relief is superior to other homeopathic cold remedies on a variety of levels. Similar to other remedies,~~ the ~~active~~Thera ~~ingredients of THERA MAX~~Max™ “No Cold ~~Relief~~Here” ~~also~~- ~~binds~~Times toSquare ~~the rhinovirus attachment site inhibiting rhinovirus attachment to ICAM receptors. However~~promotion, ~~unlike~~were ~~other~~uploaded ~~remedies,~~on ~~THERA MAX™ Cold Relief ingredients also inhibits~~ the ~~ability~~Thera ofMaxtm ~~rhinovirus~~Facebook toand ~~increase~~YouTube ~~the~~pages ~~amount~~beginning ~~of ICAM receptors~~ on ~~the~~January ~~nasal membrane. Furthermore~~4, ~~the active ingredients in THERA MAX™ Cold Relief also inhibits the entry of coronaviruses making it effective for coronavirus common colds as well~~2012. The ~~fact~~Thera ~~that~~Maxtm ~~the~~Facebook, ~~actives~~Twitter, inand ~~THERA~~YouTube ~~MAX™~~pages ~~Cold~~will ~~Relief~~be ~~decreases~~utilized ~~ICAM~~for ~~levels~~marketing ~~and~~research, ~~inhibits~~consumer ~~both~~trends ~~rhinovirus~~ and ~~coronavirus~~product ~~should result in a more complete suppression of common cold infections than what is seen with other homeopathic products. Human~~ studies onand ~~THERA~~to ~~MAX™~~engage ~~Cold~~consumers ~~Relief~~around ~~are~~the ~~still~~world aand ~~few~~demonstrate ~~months~~this ~~from being initiated. However~~new, wesuper-smart ~~expect THERA MAX™ Cold Relief to be much more effective than other homeopathic products at reducing the duration of the common~~ cold. ~~Patents protecting the THERA MAX™ Cold Relief intellectual property have been filed with the United States Patent~~ and ~~Trademark~~flu ~~Office~~nasal spray.

~~THERA~~The ~~MAX~~Thera Max™ Cold and Flu ~~Relief~~commercials and Times Square videos may be viewed on the Company YouTube page at http://www.youtube.com/user/TheraMaxRelief.

~~THERA~~We ~~MAX™~~have ~~Flu~~also ~~Relief~~spent ~~homeopathic~~a ~~nasal~~considerable ~~spray~~amount isof ~~the~~time ~~influenza~~and ~~equivalent~~effort to ~~ZICAM~~add ~~cold~~to ~~remedy.~~the ~~The~~capability ~~active ingredient~~of inthe ~~THERA~~company ~~MAX™~~going ~~Flu~~forward ~~Relief~~so ~~inhibits~~that ~~influenza~~we ~~virus~~can ~~infections~~begin byto ~~blocking~~develop ~~influenza~~and ~~virus~~execute ~~entry~~the ~~into~~new ~~cells~~and modified business plan. ~~Furthermore~~In order to best accomplish that, ~~the~~we ~~active~~have ~~ingredient~~engaged Mr. Dean Blechman, founding family member and former Executive Vice President of ~~THERA~~Sales ~~MAX™~~at ~~Flu~~TWINLAB ~~Relief~~Corporation, ~~inhibits~~to ~~influenza~~become ~~viral~~a ~~uncoating~~consultant ~~and~~to ~~replication.~~the ~~Based~~Company onand assist the Company primarily in ~~vitro~~Sales ~~data~~& ~~and~~Marketing. ~~preliminary~~As ~~clinical~~the ~~results~~former Executive Vice President of Sales at TWINLAB, weMr. ~~expect~~Blechman ~~the~~was ~~THERA~~instrumental ~~MAX™~~in ~~Flu~~growing ~~Relief~~TWINLAB's toannual berevenues ~~extremely~~from ~~effective~~$5 atmillion ~~treating~~to ~~influenza~~over in$330 ~~humans~~million. ~~Patent~~As ~~applications~~part ~~seeking~~of the agreements pursuant to ~~protect~~this, on May 22, 2012, the ~~THERA~~then ~~MAX™~~current ~~Cold~~Directors ~~and~~all ~~Flu~~resigned ~~Relief~~with ~~intellectual~~the ~~property~~exception ~~have~~of ~~been~~Mr. ~~filed~~Hickel, ~~with~~and two new Directors joined the ~~United~~Board ~~States~~as ~~Patent~~described elsewhere in this document. Mr. Hickel signed a Separation Agreement wherein he agreed to stay for 90 days and ~~Trademark~~then ~~Office~~voluntarily byleave the ~~Licensor~~company, as described elsewhere in this document.

~~We are marketing the Cold and Flu Relief in one formulation which distinguishes our product from any other product currently on the market.~~6

~~THERA~~As ~~MAX™~~a ~~Allergy~~result ~~Relief~~of the above, the Company has decided to focus its efforts for the near future on marketing directly to the consumer online. We will launch this program as soon as funds are available. We will continue to support our retail outlet customers but not seek any additional programs due to the cost of getting and keeping our products on the retailer’s shelves. The Gross profit margins in online direct-to-consumer are, typically, much higher and may enable us to grow the company with less investor capital.

5On April 20, 2012, our lender, ECAP, required a Binding Term Sheet that advanced an additional $20,000 in order to make a payment on the Walgreen’s Rebate account payable. The Term Sheet requires that we make certain payments to ECAP to reduce the outstanding balances based on a percentage of funds received from equity or debt raises we accomplish and reduce the balance due amounts to $450,000 for the Master Materials Acquisition and Purchase Order Assignment Agreement and to reduce the Working Capital loan from its current principal balance of $250,000 within ninety days from the date of the Term Sheet.

~~The~~Some ~~nasal~~of ~~manifestation~~our ofcreditors ~~allergies~~have isindicated ~~mediated~~they bymay ~~receptors~~turn ~~present~~over onour ~~the~~accounts ~~surface~~to ofa ~~the~~collection ~~nasal~~agency ~~membrane.~~though ~~Antigens~~no such asnotices ~~pollen,~~have ~~dust,~~been ~~animal~~received. ~~proteins~~The ~~etc.~~LeadDog ~~increase~~debentures ~~the~~were ~~expression~~previously ~~and~~extended ~~subsequent~~to ~~presentation~~July of1, ~~receptors~~2012 onat ~~the~~which ~~nasal~~time ~~membranes~~they ~~and~~will ~~provide~~become ~~the~~in ~~attachment~~default ~~site~~until ~~for~~another ~~inflammatory~~extension ~~mediators~~is ofagreed between the ~~allergic response~~parties. The ~~intracellular~~LeadDog ~~mediator~~debentures ofcontain ~~the~~a ~~antigen~~provision ~~induced~~wherein ~~increase~~they inare ~~expression~~restricted ~~and~~to ~~the~~conversions ~~rhinovirus~~that ~~induced~~will ~~expression~~not isallow ~~the~~their ~~same.~~holdings ~~Therefore,~~to ~~active~~exceed ~~ingredients~~4.9% inof ~~THERA~~the ~~MAX™~~issued ~~cold~~and ~~that~~outstanding ~~inhibit~~shares ~~the~~at ~~expression~~any ~~form~~time. ~~the~~As ~~core~~part of the ~~THERA~~Agreement ~~MAX™~~with ~~Allergy~~ECAP, ~~Relief~~LeadDog ~~formulation.~~agreed Byto ~~inhibiting~~limit the ~~antigen~~exercise ~~induced~~price ~~expression~~of onits ~~the~~debentures ~~nasal~~to ~~membrane,~~a itfloor isof ~~predicted~~$0.10 ~~that~~until ~~THERA~~October ~~MAX™~~2012 ~~Allergy~~with ~~Relief~~the ~~will~~exception beof ~~extremely~~$158,000 ~~effective~~of atdebt ~~treating~~conversions allowed in March and ~~preventing~~April ~~nasal~~with ~~allergies. We~~a ~~expect~~conversion toat ~~launch~~75% of the ~~allergy~~then ~~relief~~market ~~during~~price. ~~the~~LeadDog ~~second~~converted ~~half~~approximately offour ~~this~~million ~~year~~shares on that basis.

Additional formulations and delivery mechanisms are under development by the Company. For instance, in February 2011 the Company licensed an oral delivery mechanism which we intend to use to develop product line extensions for the current products. In addition, our scientific advisory board is reviewing additional possible formulations.COMPETITION

~~Manufacturing~~All of the THERA MAX™ products compete in the highly competitive over-the-counter cold, allergy/sinus, and ~~Distribution~~symptom relief market groups of the overall cough and cold, allergy and pain relief categories. Our products compete against a vast number of well-established brands marketed by large pharmaceutical and consumer products companies as well as an increasing number of store brand products. Store brand products are generally sold at a substantial discount to branded products. Participants in these categories compete primarily on the basis of price, product benefit, quality of product, and brand recognition. Most of our competitors have substantially greater financial, marketing and other resources, longer operating histories, larger product portfolios and greater brand recognition than we do. With our limited resources, we aim to succeed in this category by emphasizing the unique benefits regarding our products and providing consumers with innovative delivery systems. Our unique benefits include the following: our products contain active ingredients that are all natural, are delivered nasally to quickly enter the body where most of the causes of the symptoms also enter the body; the active ingredients do not cause drowsiness and do not, typically, cause interactions with other chemical-based medical products. They, therefore, work quickly in aiding in the relief of the symptoms of the sufferer.

~~Our~~REGULATORY products are manufactured and packaged by a third-party manufacturer. The manufacturer is registered with the FDA, which requires it to adhere to current Good Manufacturing Practices in its production processes and procedures. The manufacturer is responsible for sourcing raw materials used in its production of our products from third-party suppliers. We rely on individual production orders to meet our needs from these suppliers.MATTERS

~~Our~~We ~~manufacturer~~are is subject to ~~reporting~~various federal, ~~facility~~state ~~inspection,~~and local laws and ~~governmental~~regulations ~~review.~~that Inaffect ~~general,~~our ~~subsequent~~business. ~~discovery~~All of ~~previously~~our ~~unrecognized~~products ~~problems~~are orsubject ~~failure~~ to ~~comply~~regulation by the FDA, including regulations with ~~applicable~~respect ~~regulatory~~to ~~requirements~~manufacturing ~~could~~processes ~~result~~and procedures, ingredients in ~~restrictions~~the onproducts, ~~manufacturing~~labeling and claims made. Our drug products are commercially distributed by following the Homeopathic Pharmacopeia or FDA’s OTC monographs. The OTC monographs classify certain drug ingredients as safe and effective for specified uses and establish categorical requirements for the marketing of drugs containing such ingredients without pre-approval. All of our THERA MAX Cold & Flu and THERA MAX Allergy Relief products are subject to the requirements of the Homeopathic Pharmacopeia of the United States. All of our claims and advertising are subject to the rules of the Federal Trade Commission (FTC). Although we believe that our products and claims comply in all material respects with the regulatory requirements, ~~product~~if ~~recalls~~the FDA or ~~withdrawal,~~FTC ~~fines,~~were ~~seizure~~to determine that we are in violation of ~~product~~any such requirement, aseither ~~well~~agency ascould ~~withdrawal~~restrict our ability to market the products, require us to change the claims that we make or ~~suspension~~cause ofus ~~regulatory~~to ~~approvals~~remove the products from the market.

Our manufacturer is responsible for production processes, including compounding and producing product mixtures, filling bottles, assembling finished product and packing finished product in master cases. Finished products are shipped to an independent warehouse for storage prior to shipment to our customers.EMPLOYEES

~~RECENT~~As ~~DEVELOPMENTS~~of February 29, 2012, we engaged four full or part time advisors under written or informal consulting agreements. Subsequent to that date two advisors have resigned their roles with us and we added one part time advisor under a formal consulting agreement on May 22, 2012 when Mr. Dean Blechman agreed to advise us as described elsewhere in this document.

~~None.~~7

~~COMPETITION~~ITEM 1A. RISK FACTORS.

~~All~~The offollowing ~~the~~are ~~THERA~~some ~~MAX™~~of ~~products compete in~~ the ~~highly~~important ~~competitive~~factors ~~over-the-counter~~that ~~cold,~~could ~~allergy/sinus,~~affect ~~and~~our ~~symptom~~financial ~~relief~~performance ~~market~~or ~~groups~~could ofcause ~~the~~actual ~~overall~~results ~~cough~~to ~~and~~differ ~~cold~~materially ~~category.~~from ~~Our~~estimates ~~products~~contained ~~compete~~in ~~against~~our ~~a vast number of well~~forward-~~established~~looking ~~brands marketed by large pharmaceutical and consumer products companies as well as an increasing number of store brand products~~statements. ~~Store~~We ~~brand~~may ~~products~~encounter ~~are~~risks ~~generally~~in ~~sold~~addition ~~at a substantial discount~~ to ~~branded~~those ~~products~~described below. ~~Participants~~Additional inrisks ~~the cough~~ and ~~cold~~uncertainties ~~category~~not ~~compete~~currently ~~primarily~~known onto ~~the basis of price~~us, ~~product~~or ~~benefit,~~that ~~quality~~we ofcurrently ~~product,~~deem ~~and~~to ~~brand~~be ~~recognition. Most of our competitors have substantially greater financial~~immaterial, ~~marketing~~may ~~and~~also ~~other~~impair ~~resources,~~or ~~longer~~adversely ~~operating~~affect ~~histories, larger product portfolios and greater brand recognition than we do. With~~ our ~~limited resources~~business, wefinancial ~~aim~~condition toor ~~succeed~~results inof ~~this category by emphasizing the unique claims regarding our products and providing consumers with innovative delivery systems~~operation.

~~REGULATORY~~IF ~~MATTERS~~WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS COULD FAIL.

We ~~are~~currently ~~subject~~do tonot ~~various~~have ~~federal,~~adequate ~~state~~arrangements ~~and~~for ~~local~~financing ~~laws~~ and ~~regulations~~we ~~that~~may ~~affect~~not ~~our~~be ~~business.~~able ~~All of our products are subject~~ to ~~regulation~~obtain byfinancing ~~the~~when ~~FDA, including regulations with respect to manufacturing processes and procedures, ingredients in the products, labeling and claims made~~required. ~~Our~~Obtaining ~~drug~~additional ~~products~~financing ~~are~~would ~~commercially~~be distributed by following the Homeopathic Pharmacopeia or FDA’s OTC monographs. The OTC monographs classify certain drug ingredients as safe and effective for specified uses and establish categorical requirements for the marketing of drugs containing such ingredients without pre-approval. All of our THERA MAX Cold & Flu and THERA MAX Allergy Relief products are subject to ~~the~~a ~~requirements~~number of ~~the~~factors ~~Homeopathic~~outside ~~Pharmacopeia~~ of ~~the United States. All of~~ our ~~claims~~control, ~~and~~including ~~advertising are subject to~~ the ~~rules~~results offrom ~~the~~our ~~Federal~~marketing ~~Trade~~programs ~~Commission~~including ~~(FTC).~~additional ~~Although~~costs weand ~~believe~~expenses that ~~our~~may ~~products~~exceed ~~and~~our ~~claims~~current ~~comply~~estimates. inThese ~~all~~factors ~~material~~may ~~respects~~make ~~with~~ the ~~regulatory~~timing, ~~requirements~~amount, ifterms ~~the FDA~~ or ~~FTC~~conditions ~~were to determine that we are in violation~~ of ~~any~~additional ~~such~~financing ~~requirement,~~unavailable ~~either agency could restrict our ability~~ to ~~market the products, require~~ us toin ~~change~~which ~~the~~case ~~claims~~our ~~that~~business wecould ~~make or cause us to remove the products from the market~~fail.

6WE MAY NOT BE ABLE TO FUND SUFFICIENT MARKETING TO REACH THE CONSUMER CUSTOMER.

~~EMPLOYEES~~Our current operating funds are not sufficient to meet the anticipated costs of our marketing and production programs, our plan of operation calls for significant expenses in connection with the marketing of our Thera Max™ products. Our retailer customers could decide not to continue or begin selling our products if we do not adequately advertise our message to consumer customers who are the ultimate users of our products.

AsANOTHER ofPOOR ~~February~~SELLING ~~28,~~SEASON ~~2011,~~FOR weOUR ~~engaged~~PRODUCTS ~~five~~COULD ~~full~~LIMIT orOUR ~~part~~ABILITY ~~time~~TO ~~advisors~~SUSTAIN ~~under~~AND ~~written~~EXPAND orOUR ~~informal consulting agreements~~BUSINESS.

~~ITEM~~Our 1Abusiness depends on the needs of consumers to relieve the symptoms of their illnesses. ~~RISK~~The ~~FACTORS~~2011-2012 cold and flu season was unusually mild, significantly diminishing the demand for our product. Our sales depend directly on the severity of the cold and flu season and environmental events will affect us.

~~The~~OUR ~~following~~LENDER ~~are~~HAS ~~some~~A ofLIEN ~~the~~ON ~~important~~ALL ~~factors~~OUR ~~that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements~~ASSETS. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

IFOur WElender DOhas ~~NOT~~a ~~OBTAIN~~lien ~~ADDITIONAL~~on ~~FINANCING~~all of our assets and, ~~OUR~~if ~~BUSINESS~~the ~~COULD~~outstanding ~~FAIL~~obligations are not satisfied, could declare a default and exercise its claim against those assets.

~~Our~~WE ~~current~~HAVE ~~operating~~YET ~~funds~~TO ~~are~~EARN ~~not~~SIGNIFICANT ~~sufficient~~REVENUE toAND ~~meet~~BECAUSE ~~the~~OUR ~~anticipated~~ABILITY ~~costs~~TO ofSUSTAIN ~~our~~OUR ~~marketing~~OPERATIONS ~~and~~IS ~~production~~DEPENDENT ~~programs,.~~ON ~~Three~~OUR ofABILITY ~~our~~TO ~~exploration~~RAISE ~~program or if we decide to begin mining efforts in the event that it is determined that our property contains mineral reserves~~FINANCING, weTHERE ~~will~~IS ~~need~~SUBSTANTIAL toDOUBT ~~obtain~~ABOUT ~~additional~~OUR ~~financing~~ABILITY inTO ~~order~~CONTINUE toAS ~~complete~~A ~~our~~GOING ~~business plan~~CONCERN. Our plan of operation calls for significant expenses in connection with the marketing of our Thera Max™ products. We currently do not have adequate arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors outside of our control, including the results from our marketing programs including additional costs and expenses that may exceed our current estimates. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us in which case our business could fail.

WEBecause ~~HAVE~~we ~~YET~~have TOonly ~~EARN~~recently ~~SIGNIFICANT~~commenced ~~REVENUE~~business ~~AND~~operations, ~~BECAUSE~~we ~~OUR~~expect ~~ABILITY~~to TOincur ~~SUSTAIN~~substantial ~~OUR~~losses ~~OPERATIONS~~for ISthe ~~DEPENDENT~~foreseeable ONfuture. ~~OUR~~We ~~ABILITY~~have TOnever ~~RAISE~~been ~~FINANCING~~profitable. This could cause our business to fail. Our future is dependent upon our ability to obtain additional customers and financing and upon future profitable operations from the development of retail distribution and sales. These factors raise substantial doubt that we will be able to continue as a going concern. Our independent auditors, ~~THERE~~Moss, ISKrusick ~~SUBSTANTIAL~~& ~~DOUBT~~Associates, ~~ABOUT~~LLC, ~~OUR~~have ~~ABILITY~~expressed TOsubstantial ~~CONTINUE~~doubt ASabout Aour ~~GOING~~ability ~~CONCERN~~to continue as a going concern given our accumulated losses. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital, we will not be able to complete our business plan.

~~Because~~BECAUSE weOUR ~~have~~SOLE ~~only~~EXECUTIVE ~~recently~~OFFICER ~~commenced~~DOES ~~business~~NOT ~~operations,~~HAVE weFORMAL ~~expect~~TRAINING toSPECIFIC ~~incur~~TO ~~substantial~~THE ~~losses~~TECHNICALITIES ~~for~~OF ~~the~~THE ~~foreseeable~~PHARMACEUTICAL ~~future.~~INDUSTRY, WeTHERE ~~have~~IS ~~never~~A ~~earned~~HIGHER ~~significant~~RISK ~~revenues~~THAT ~~and~~OUR weBUSINESS ~~have~~WILL ~~never been profitable~~FAIL.~~. This could cause our business to fail.~~

~~Our~~Kelly ~~future~~T. isHickel, ~~dependent upon~~ our ~~ability~~sole toexecutive ~~obtain~~officer ~~additional customers~~ and ~~financing~~a ~~and~~director, ~~upon~~does ~~future~~not ~~profitable~~have ~~operations~~any ~~from~~formal ~~the~~training ~~development~~as ofa ~~retail~~scientist ~~distribution~~or ~~and~~in ~~sales.~~the ~~These~~technical ~~factors~~aspects ~~raise~~of ~~substantial~~management ~~doubt~~of ~~that~~a wepharmaceutical ~~will~~company. beWith ~~able~~no todirect ~~continue~~training asor aexperience ~~going~~in ~~concern.~~these ~~Our independent auditors~~areas, ~~Moss,~~our ~~Krusik~~management &may ~~Associates,~~not ~~LLC,~~be ~~have~~fully ~~expressed~~aware ~~substantial~~of ~~doubt~~the ~~about~~specific ~~our~~requirements ~~ability~~related to ~~continue~~working aswithin athis ~~going concern given our accumulated losses~~industry. ~~This~~Our ~~opinion~~management's ~~could~~decisions ~~materially~~and ~~limit~~choices ~~our~~may ~~ability~~not totake ~~raise~~into ~~additional~~account ~~funds~~standard bymanagerial ~~issuing~~approaches ~~new~~pharmaceutical ~~debt~~companies orcommonly ~~equity~~use. ~~securities~~Consequently, orour ~~otherwise.~~operations, Ifearnings, weand ~~fail~~ultimate tofinancial ~~raise~~success ~~sufficient~~could ~~capital,~~suffer weirreparable ~~will~~harm ~~not~~due beto ~~able~~management's tolack ~~complete~~of ~~our~~experience ~~business~~in ~~plan~~this industry.

~~BECAUSE OUR SOLE EXECUTIVE OFFICER DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF THE PHARMACEUTICAL INDUSTRY, THERE IS A HIGHER RISK THAT OUR BUSINESS WILL FAIL.~~8

~~Kelly~~WE ~~Hickel,~~FACE ~~our~~SIGNIFICANT ~~sole~~COMPETITION ~~executive~~IN ~~officer~~THE ~~and~~PHARMACEUTICAL ~~a director, does not have any formal training as a scientist or in the technical aspects of management of a pharmaceutical company~~INDUSTRY. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard managerial approaches pharmaceutical companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

WEWe ~~FACE~~compete ~~SIGNIFICANT~~with ~~COMPETITION~~other INpharmaceutical ~~THE~~companies ~~PHARMACEUTICAL~~possessing ~~INDUSTRY~~greater financial resources and technical facilities than us in connection with the development and marketing of pharmaceutical products and in connection with the recruitment and retention of qualified personnel.

WeOUR ~~compete~~RETAILER ~~with~~CUSTOMERS ~~other~~REQUIRE ~~pharmaceutical~~SIGNIFICANT ~~companies~~MARKETING ~~possessing~~SUPPORT ~~greater~~FROM ~~financial~~THE ~~resources and technical facilities than us in connection with the development and marketing of pharmaceutical products and in connection with the recruitment and retention of qualified personnel~~COMPANY.

7In order to gain and retain shelf space in the retail stores of our clients requires significant financial support in the form of marketing discounts, consumer rebates and incentives. Our ability and/or willingness to provide those may impact negatively on the shelf space available to us in those outlets.

~~THE~~OTHER ~~COMPANY~~CHANNELS ~~HAS~~OF ~~LIMITED~~DISTRIBUTION ~~RESOURCES~~MAY ~~AND~~REQUIRE NOCAPITAL ~~SIGNIFICANT~~THAT ~~REVENUES~~WE CAN’T GET.

~~The~~In ~~Company~~order ~~has limited resources and has had limited revenues~~ to ~~date.~~expand Inour ~~addition,~~business ~~the~~we ~~Company~~may ~~will~~seek ~~not~~additional ~~achieve~~channels ~~any~~of ~~significant~~distribution ~~revenues~~for ~~until,~~our atproducts ~~the~~and ~~earliest,~~those ~~the~~channels ~~expanded~~may ~~distribution~~require ofadditional ~~the~~investments ~~THERA~~in ~~MAX™~~marketing ~~Cold~~ and ~~Flu~~other ~~Relief.~~items ~~Moreover,~~that ~~there~~we ~~can~~are beunable noto ~~assurance~~make ~~that~~because of the ~~Company's~~availability ~~additional distribution~~ of ~~any~~capital ~~THERA~~to ~~MAX™ products will provide any material revenues or operate on a profitable basis~~us.

~~THE~~WE ~~COMPANY~~HAVE ~~MAY~~BEEN ~~NEED~~NAMED ~~ADDITIONAL~~AS ~~FINANCING~~A DEFENDANT IN ~~ORDER~~A TOPURPORTED ~~EXECUTE~~CLASS ~~ITS BUSINESS~~ACTION

~~PLAN~~As described in more detail in Item 3 of this Annual Report, we have been sued in California in a purported class action alleging violations of certain regulations governing the packaging of our product. Although we believe the suit is without merit, we are attempting to negotiate a modest settlement that may include minor additions to the packaging labels. No assurances can be given as to the outcome of this litigation or its impact upon us or our business.

~~The~~WE ~~Company~~HAVE ~~has~~LIMITED ~~had~~RESOURCES ~~minimal~~AND ~~revenues~~LIMITED to date and will be dependent upon its limited available financial resources. The Company cannot ascertain with any degree of certainty the capital requirements for the execution of its business plan. In the event that the Company's limited financial resources prove to be insufficient to implement the Company's business plan, the Company may be required to seek additional financing.REVENUES

~~ADDITIONAL~~We ~~FINANCING~~have ~~MAY~~limited ~~NOT~~resources BEand ~~AVAILABLE~~have TOhad ~~THE~~limited ~~COMPANY~~revenues IFto ~~NEEDED~~date. In addition, we will not achieve any significant revenues until, at the earliest, the expanded distribution of the THERA MAX™ Cold and Flu Relief. Moreover, there can be no assurance that our additional distribution of any THERA MAX™ products will provide any material revenues or operate on a profitable basis.

~~There~~WE ~~can~~MAY beNEED noADDITIONAL ~~assurance~~FINANCING ~~that~~IN ~~additional~~ORDER ~~financing,~~TO ifEXECUTE ~~needed,~~OUR will be available on acceptable terms, or at all. To the extent that additional financing proves to be unavailable when needed, the Company would, in all likelihood, be compelled to abandon plans to market the THERA MAX™ products. The failure by the Company to secure additional financing, if needed, could also have a material adverse effect on the continued development or growth of its business model. The Company is negotiating arrangements with bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, will be available on terms deemed to be commercially acceptable and in the best interests of the Company.BUSINESS

~~THE COMPANY MAY NOT BE ABLE TO BORROW FUNDS IF NEEDED~~PLAN

~~There~~ We ~~currently~~have ~~are~~had nominimal ~~limitations~~revenues ~~on the Company's ability~~ to ~~borrow~~date ~~funds~~and towill ~~increase~~be ~~the~~dependent ~~amount~~upon ofour ~~capital~~limited available tofinancial ~~the Company to undertake its business plan. Moreover, the limited~~ resources ~~of the Company and lack of operating history may make it difficult to borrow funds~~. ~~The~~We ~~amount~~cannot ~~and~~ascertain ~~nature~~with of any ~~borrowings~~degree byof ~~the~~certainty ~~Company will depend on numerous considerations, including~~ the ~~Company's~~ capital requirements, ~~the~~for ~~Company's perceived ability to meet debt service on any such borrowings and~~ the ~~then~~execution ~~prevailing~~of ~~conditions~~our inbusiness ~~the financial markets, as well as general economic conditions~~plan. ~~There~~In ~~can~~the beevent ~~no assurance~~ that ~~debt~~our ~~financing,~~limited iffinancial ~~required~~resources orprove ~~sought, would be available on terms deemed~~ to be ~~commercially~~insufficient ~~acceptable by and in the best interests of the Company. The inability of the Company~~ to ~~borrow~~implement ~~funds~~our ~~required to undertake its~~ business ~~model~~plan, we may ~~have a material adverse effect on the Company's financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to~~ be ~~available,~~required ~~any borrowings may subject the Company~~ to ~~various~~seek ~~risks~~additional ~~traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest~~financing.

~~SUCCESS~~ADDITIONAL OFFINANCING ~~THE~~MAY ~~COMPANY'S~~NOT ~~BUSINESS~~BE ~~PLAN~~AVAILABLE ~~DEPENDS~~TO INUS ~~LARGE~~IF ~~PART UPON THE SUCCESS OF ITS PRODUCTS, WHICH WERE ONLY RECENTLY INTRODUCED TO CONSUMERS~~NEEDED

~~The~~There ~~success~~can ofbe ~~the~~no ~~Company's~~assurance ~~proposed~~that ~~plan~~additional offinancing, ~~operation~~if needed, will ~~depend~~be available on acceptable terms, or at all. To the extent that additional financing proves to be unavailable when needed, we would, in all likelihood, be compelled to abandon plans to market the THERA MAX™ products. The failure by us to secure additional financing, if needed, could also have a ~~great~~material ~~extent~~adverse effect on the ~~acceptance~~continued development or growth of its ~~homeopathic~~business ~~products~~model. byWe ~~the~~are ~~public.~~negotiating Toarrangements ~~date~~with bank or financial institution to secure additional financing and there can be no assurance that any such arrangement, ~~only~~will ~~limited~~be ~~market~~available ~~studies~~on orterms ~~projections~~deemed ofto ~~the~~be ~~acceptance~~commercially ofacceptable ~~these~~and ~~products~~in ~~have~~the ~~been~~best ~~conducted~~interests of the Company.

~~General Risk Factors~~9

~~THE~~WE ~~COMPANY~~MAY ~~DEPENDS~~NOT ~~UPON~~BE ~~ITS~~ABLE ~~EXECUTIVE~~TO ~~OFFICERS~~BORROW ~~AND~~FUNDS ~~DIRECTORS~~IF NEEDED

~~The~~There currently are limitations on our ability ofto ~~the~~borrow ~~Company~~funds to ~~successfully~~increase ~~carry~~the ~~out~~amount ~~its~~of capital available to undertake our business ~~model~~plan. Moreover, our limited resources and lack of operating history may make it difficult to borrow funds. The amount and nature of any borrowings by us will bedepend ~~dependent~~on ~~upon~~numerous considerations, including the ~~efforts~~our ofcapital ~~its~~requirements, ~~executive~~our ~~officers~~perceived ability to meet debt service on any such borrowings and ~~directors~~the then prevailing conditions in the financial markets, as well as ~~its~~general ~~ability~~economic conditions. There can be no assurance that debt financing, if required or sought, would be available on terms deemed to ~~attract~~be ~~additional~~commercially ~~directors~~acceptable by and ~~executive~~in ~~officers~~our best interests. ~~The~~ ~~Company~~Our ~~has~~inability ~~not~~to ~~entered~~borrow ~~into~~funds ~~employment~~required ~~agreements~~to ~~with~~undertake its business model, may have a material adverse effect on our financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to be available, any ~~officer~~borrowings ormay ~~director~~subject ~~concerning~~us ~~compensation~~to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest.

8SUCCESS OF OUR BUSINESS PLAN DEPENDS IN LARGE PART UPON THE SUCCESS OF OUR PRODUCTS, WHICH WERE ONLY RECENTLY INTRODUCED TO CONSUMERS

~~THERE~~The ~~EXIST~~success ~~RISKS~~of TOour ~~STOCKHOLDERS~~proposed ~~RELATING~~plan TOof ~~DILUTION: AUTHORIZATION~~operation OFwill ~~ADDITIONAL~~depend ~~SECURITIES~~to ~~AND~~a ~~REDUCTION~~great OFextent ~~PERCENTAGE~~on ~~SHARE~~the ~~OWNERSHIP~~acceptance ~~FOLLOWING~~of ~~THE~~our ~~ISSUE~~homeopathic OFproducts ~~ADDITIONAL~~by ~~COMMON~~the ~~SHARES~~public. To date, only limited market studies or projections of the acceptance of these products have been conducted.

ToGeneral ~~the~~Risk extent that additional shares of common stock are issued, the Company's stockholders would experience dilution of their respective ownership interests in the Company. Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices, if any, for the common stock and could impair the Company's ability to raise additional capital through the sale of its equity securities. The Company may use consultants and other third parties providing goods and services, including assistance in the manufacture, marketing, distribution and sale of products. These consultants or third parties may be paid in cash, stock, options or other securities of the Company, and the consultants or third parties may be placement agents or their affiliates.Factors

~~THE~~WE ~~COMPANY~~MAY ~~EXPECTS~~NOT BE ABLE TO ~~PAY~~ATTRACT NOAND ~~CASH~~RETAIN ~~DIVIDENDS~~QUALIFIED PERSONNEL NECESSARY FOR THE IMPLEMENTATION OF OUR BUSINESS STRATEGY.

~~The~~Our ~~Company does not expect to pay dividends in the foreseeable~~ future, ~~and~~success ~~the~~depends ~~payment~~largely ~~of dividends will be contingent~~ upon the ~~Company's~~continued ~~revenues~~service ~~and earnings, if any, capital requirements, and general financial condition subsequent to the commencement~~ of ~~its~~our ~~business~~sole ~~activities and the generation of profits from those activities~~officer. ~~The~~Our ~~payment~~future ofsuccess ~~any~~also ~~dividends~~depends ~~subsequent~~on toour anability ~~investment will be within the discretion of the Company's then Board of Directors. The Company presently intends~~ to ~~retain all earnings~~attract, ifretain ~~any,~~and ~~for~~motivate ~~use~~qualified inpersonnel ~~the~~when ~~Company's~~needed. Our ~~business~~current ~~operations~~financial ~~and~~situation ~~accordingly,~~makes ~~the~~it ~~Board~~difficult ~~does~~to ~~not~~recruit ~~anticipate~~such ~~declaring any dividends in the foreseeable future~~personnel.

WETHERE ~~MAY~~EXIST ~~NOT~~RISKS BETO ~~ABLE~~STOCKHOLDERS RELATING TO ~~ATTRACT~~DILUTION: AUTHORIZATION OF ADDITIONAL SECURITIES AND ~~RETAIN~~REDUCTION ~~QUALIFIED~~OF ~~PERSONNEL~~PERCENTAGE ~~NECESSARY~~SHARE ~~FOR~~OWNERSHIP FOLLOWING THE ~~IMPLEMENTATION~~ISSUE OF ~~OUR~~ADDITIONAL ~~BUSINESS~~COMMON ~~STRATEGY.~~SHARES

~~Our~~To ~~future~~the ~~success~~extent ~~depends~~that ~~largely~~additional ~~upon~~shares ~~the~~of ~~continued~~common ~~service~~stock ofare issued, our ~~sole~~stockholders ~~officer~~would experience dilution of their respective ownership interests. ~~Our~~Furthermore, ~~future~~the ~~success~~issuance ~~also~~of ~~depends~~a onsubstantial number of shares of common stock may adversely affect prevailing market prices, if any, for the common stock and could impair the our ability to ~~attract,~~raise ~~retain~~additional capital through the sale of its equity securities. We may use consultants and ~~motivate~~other ~~qualified~~third ~~personnel~~parties ~~when~~providing ~~needed~~goods and services, including assistance in the manufacture, marketing, distribution and sale of products. These ~~Key~~consultants ~~personnel~~or ~~represent~~third aparties ~~significant~~may ~~asset~~be paid in cash, stock, options or other securities of the Company, and the ~~competition~~consultants or third parties may be placement agents or their affiliates. Furthermore, the agreement with ECAP Capital, Inc. provided for ~~qualified~~a ~~personnel~~warrant isissuance ~~intense~~with ina non-dilution clause which may further dilute the ~~mineral~~stockholders ~~exploration~~respective ~~industry~~ownership interests.

WE ~~MAY~~EXPECT ~~CONDUCT~~TO ~~FURTHER~~PAY ~~OFFERINGS~~NO INCASH ~~THE FUTURE IN WHICH CASE YOUR SHAREHOLDINGS WILL BE DILUTED.~~DIVIDENDS

~~Since~~We ~~our~~do ~~inception,~~not weexpect ~~have~~to ~~relied~~pay ondividends ~~such~~in ~~equity~~the ~~sales~~foreseeable offuture, ~~our~~and ~~common~~the ~~stock~~payment toof ~~fund~~dividends ~~our~~will ~~operations.~~be Wecontingent ~~may~~upon ~~conduct~~our ~~further~~revenues ~~equity~~and ~~offerings~~earnings, inif ~~the~~any, ~~future~~capital torequirements, ~~finance~~and ~~our~~general ~~current~~financial ~~projects~~condition orsubsequent to ~~finance~~the ~~subsequent~~commencement ~~projects~~of ~~that~~its webusiness ~~decide~~activities toand ~~undertake.~~the Ifgeneration ~~common~~of ~~stock~~profits isfrom ~~issued~~those inactivities. ~~return~~The ~~for~~payment ~~additional~~of ~~funds,~~any ~~the~~dividends ~~price~~subsequent ~~per~~to ~~share~~an ~~could~~investment will be ~~lower~~within ~~than~~the ~~that~~discretion ~~paid~~of bythe ~~our~~Board ~~current~~of ~~stockholders~~Directors. We ~~anticipate~~presently ~~continuing~~intend to ~~rely~~retain onall ~~equity~~earnings, ~~sales~~if ofany, ~~our~~for ~~common~~use ~~stock~~ in ~~order to fund~~ our business operations. Ifand ~~we issue additional stock~~accordingly, ~~stockholders~~the ~~percentage~~Board ~~interest~~does innot usanticipate ~~will~~declaring beany ~~diluted.~~dividends ~~The~~in ~~result of this could reduce~~ the ~~value~~foreseeable ~~of investors' stock~~future.

~~BECAUSE OUR STOCK IS A PENNY STOCK, SHAREHOLDERS WILL BE MORE LIMITED IN THEIR ABILITY TO SELL THEIR STOCK.~~10

~~The~~WE ~~SEC~~MAY ~~has~~CONDUCT ~~adopted~~FURTHER ~~rules~~OFFERINGS ~~that~~IN ~~regulate~~THE ~~broker-dealer~~FUTURE ~~practices~~IN inWHICH ~~connection~~CASE ~~with~~YOUR ~~transactions~~SHAREHOLDINGS inWILL ~~penny~~BE ~~stocks~~DILUTED. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

~~Because~~Since our ~~securities~~inception, ~~constitute~~we ~~“penny~~have ~~stocks”~~relied ~~within~~on ~~the~~such ~~meaning~~equity sales of ~~the~~our ~~rules,~~common ~~the~~stock ~~rules apply~~ to usfund ~~and to~~ our ~~securities~~operations. ~~The~~We ~~rules~~ may conduct further ~~affect~~equity ~~the~~offerings ~~ability~~in ofthe ~~owners~~future ~~of shares~~ to ~~sell~~finance our ~~securities~~current inprojects ~~any~~or ~~market~~to ~~that~~finance ~~might~~subsequent ~~develop~~projects ~~for~~that ~~them.~~we Asdecide ~~long~~to asundertake. ~~the~~If ~~trading price of our~~ common stock is ~~less~~issued ~~than~~in ~~$5.00~~return ~~per~~for ~~share~~additional funds, the ~~common~~price ~~stock~~per ~~will~~share could be ~~subject~~lower tothan ~~rule~~that ~~15g-9~~paid ~~under~~by ~~the~~our ~~Exchange~~current ~~Act~~stockholders. ~~The~~We ~~penny~~anticipate ~~stock~~continuing ~~rules~~to ~~require~~rely aon ~~broker-dealer,~~equity ~~prior~~sales toof aour ~~transaction~~common stock in aorder ~~penny~~to fund our business operations. If we issue additional stock, tostockholders ~~deliver~~percentage ainterest ~~standardized~~in ~~risk~~us ~~disclosure~~will ~~document~~be ~~prepared~~diluted. byThe result of this could reduce the ~~SEC,~~value ~~that:~~of investors' stock.

1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.	contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

BECAUSE OUR STOCK IS A PENNY STOCK, SHAREHOLDERS WILL BE MORE LIMITED IN THEIR ABILITY TO SELL THEIR STOCK.

9The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

3.Because ~~contains~~our asecurities ~~brief,~~constitute ~~clear,~~“penny ~~narrative~~stocks” ~~description~~within ofthe ameaning ~~dealer~~of ~~market~~the rules, ~~including~~the ~~bid~~rules apply to us and ~~ask~~to ~~prices~~our ~~for~~securities. ~~penny~~The ~~stocks~~rules ~~and~~may further affect the ~~significance~~ability of ~~the~~owners ~~spread~~of ~~between~~shares ~~the~~to ~~bid~~sell ~~and~~our ~~ask~~securities ~~price;~~in 4any market that might develop for them. ~~contains~~As along ~~toll-free~~as ~~telephone~~the ~~number~~trading ~~for~~price ~~inquiries~~of onour ~~disciplinary~~common ~~actions;~~stock is less than $5.00 ~~defines~~per ~~significant~~share, ~~terms~~the incommon ~~the~~stock ~~disclosure~~will ~~document~~be orsubject into ~~the~~rule ~~conduct~~15g-9 ofunder ~~trading~~the inExchange Act. The penny ~~stocks;~~stock ~~and~~rules 6.require ~~contains~~a ~~such~~broker-dealer, ~~other~~prior ~~information~~to ~~and~~a istransaction in ~~such~~a ~~form,~~penny ~~including language~~stock, ~~type,~~to ~~size~~deliver ~~and~~a ~~format,~~standardized asrisk ~~the~~disclosure ~~SEC~~document ~~shall~~prepared ~~require~~ by ~~rule~~the orSEC, ~~regulation.~~that:

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account1. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

~~ITEM~~contains ~~1B. UNRESOLVED~~a ~~STAFF~~description ~~COMMENTS.~~of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

~~None~~2.

~~ITEM~~contains 2.a ~~PROPERTIES.~~description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;

~~We currently do not own any physical property or own any real property~~3. ~~Our principal office is located at 120 Wall Street, New York, NY 10005, a portion of which we sub-lease at the monthly rental of $2,000.~~

~~ITEM~~contains ~~3. LEGAL~~a ~~PROCEEDINGS~~brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

~~There are no legal proceedings pending, or to the best knowledge of management threatened against the Company~~4. ~~There were no legal proceedings previously pending which were resolved during the fiscal year ended February 28, 2011.~~

~~ITEM~~contains ~~4. REMOVED~~a ~~AND~~toll-free ~~RESERVED~~telephone number for inquiries on disciplinary actions;

~~PART II~~5.

~~ITEM~~defines ~~5. MARKET~~significant ~~FOR~~terms ~~REGISTRANT’S~~in ~~COMMON~~the ~~EQUITY,~~disclosure ~~RELATED~~document ~~STOCKHOLDER~~or ~~MATTERS~~in ~~AND~~the ~~ISSUER~~conduct ~~PURCHASES~~of OFtrading ~~EQUITY~~in ~~SECURITIES.~~ penny stocks; and

~~(a) Market information~~6. During the fiscal year ended February 28, 2011, our common shares of stock were listed or admitted for trading on the NASD OTC Bulletin Board market under the symbol KUSI and then TRAB. The trading activity in our stock during the fiscal year ended February 28, 2011 was minimal so the remaining information requested in Item 5(a) is omitted as not material.

~~(b) Holders. As~~contains ofsuch ~~May~~other 19information and is in such form, ~~2011~~including language, ~~there~~type, ~~were~~size ~~approximately~~and ~~170~~format, ~~holders~~as ofthe ~~record~~SEC ofshall ~~our~~require ~~common~~by ~~stock~~rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) ~~Dividends.~~ ~~The~~the ~~Company~~number ~~has~~of ~~not~~shares ~~paid~~to ~~any~~which ~~dividends~~such bid and ask prices apply, or other comparable information relating to ~~date~~the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, ~~has~~the penny stock rules require that prior to a transaction in a penny stock not ~~yet~~otherwise ~~generated~~exempt ~~earnings~~from ~~sufficient~~those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to ~~pay~~transactions ~~dividends~~involving penny stocks, and ~~currently~~a ~~does~~signed ~~not~~and ~~intend~~dated tocopy ~~pay~~of ~~dividends~~a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the ~~foreseeable~~secondary ~~future~~market for our stock.

~~(d) Securities~~ITEM ~~authorized~~1B. ~~for~~UNRESOLVED ~~issuance~~STAFF ~~under equity compensation plans~~COMMENTS.

10None

~~None.~~11

ITEM 62. ~~SELECTED~~ ~~FINANCIAL DATA~~PROPERTIES.

~~Not~~We ~~applicable~~currently do not own or rent any real property. Our principal office address is PO Box 296, Manalapan, New Jersey 07726.

ITEM 73. ~~MANAGEMENT~~LEGAL ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~PROCEEDINGS

~~The~~We ~~financial~~have ~~summaries~~been ~~that~~sued ~~follow~~in ~~present~~California ~~the~~in ~~consolidated~~a ~~results~~purported ofclass ~~operations~~action ofregarding ~~TheraBiogen,~~allegations ~~Inc~~that the product packaging should be modified. ~~for~~We have reviewed the ~~periods~~packaging ~~presented~~with Registrar Corp, aswhich ahelps ~~result~~businesses ofcomply ~~the~~with ~~merger~~U.S. ~~between~~FDA ~~the~~Drug ~~former~~registration ~~TheraBiogen~~and listing requirements by providing Registration, ~~Inc~~U.S. Agent and ~~Kushi~~Compliance ~~Resources,~~Assistance ~~Inc~~for U.S. ~~effective~~and ~~January~~Non-U.S. 5,Companies ~~2010~~in the Drug Industry. ~~The~~Registrar ~~consolidated~~Corp's ~~results~~Drug ofLabeling ~~operations~~and ~~for~~Ingredient ~~TheraBiogen,~~Review ~~Inc~~service helps companies determine their drug's likely classification and compliance with applicable labeling requirements. ~~reflect~~All ~~the~~products ~~former~~packaging ~~Kushi~~and ~~Resources,~~labeling ~~Inc~~was reviewed by and received approval from Registrar before going to market. ~~fiscal~~Mr. ~~year~~Jimmy ~~end~~Conde ofis the ~~last~~plaintiff ~~day~~and ofalleges ~~February~~that our product’s package labeling is inadequate. Notwithstanding the above, ~~which~~and ~~differed~~even ~~from~~though ~~that~~we ofbelieve the ~~former~~suit ~~TheraBiogen~~is without merit, ~~Inc~~we are attempting to negotiate a modest settlement that may include minor additions to the packaging labels. ~~year~~The ~~end~~litigation ofhas ~~December~~been 31moved to Federal Court and we are negotiating a settlement agreement in the amount of $21,000 ~~2009. Accordingly~~which is fully dependent upon our ability to pay this amount, the ~~amounts~~agreement ~~shown~~of ~~from~~ the ~~audited~~parties ~~consolidated~~and ~~financials~~approval ~~reflect~~by the ~~financial~~Court. ~~position~~No ~~and~~assurances ~~results~~can ofbe ~~operations~~given as to the outcome of ~~and~~this ~~for~~litigation ~~the~~or ~~years~~its ~~ended~~impact ~~February~~upon ~~28,~~us ~~2011~~or ~~and~~our ~~2010~~business.

~~RESULTS~~ITEM OF4. ~~OPERATIONS~~REMOVED AND RESERVED

	Year Ended			Year Ended
	February 28, 2011			February 28, 2010
Revenue	$	468,158		$	411
Expenses		(4,561,537	)		( 946,052	)
Net income (loss)	$	(4,093,379	)	$	(945,641	)

~~Revenue~~PART II

~~Operating~~(a) Market ~~Costs and Expenses~~information.

~~Our~~The ~~operating~~Company’s ~~expenses~~common ~~for~~stock has traded in the ~~years~~over-the-counter ~~ended~~market ~~February~~on 28the OTC Bulletin Board system (“OTCBB”), ~~2011~~currently under the symbol “TRAB” The following table sets forth the range of high and ~~2010~~low ~~consisted~~closing prices of the ~~following:~~Common Stock as reported by the OTCBB for each fiscal quarter since trading commenced.

		Year ended		Year ended
	Closing Prices
		February 28, 2011		February 28, 2010
	High	Low
Cost of goods sold		$	488,618	$	--
FISCAL 2012
Advertising and marketing			93,118		77,508
First Quarter (March 1, 2011 through May 31, 2011)	$ 1.49	$ 0.18
Amortization of license			141,923		103,166
Second Quarter (June 1, 2011 through August 31, 2011)	$ 0.17	$ 0.05
Bank charges and interest			6,004		3,104
Third Quarter (September 1, 2011 through November 30, 2011)	$ 0.07	$ 0.05
Consulting expense			3,047,882		484,194
Fourth Quarter (December 1, 2011 through February 29, 2012)	$ 0.05	$ 0.03
Insurance			78,219		67,430
FISCAL 2011
Miscellaneous			5,485		17,607
First Quarter (March 1, 2010) through May 31, 2010)	$ 1.26	$ 1.26
Office expense			119,860		25,403
Second Quarter (June 1, 2010 through August 31, 2010)	$ 1.23	$ 0.40
Payroll			25,528		31,146
Third Quarter (September 1, 2010 through November 30, 2010)	$ 0.65	$ 0.50
Professional fees			120,229		39,495
Fourth Quarter (December, 2010 through February 28, 2010)	$ 1.75	$ 1.49
Rent			29,850		17,150
Testing			6,704		17,425
Total operating expense		$	4,163,420	$	883,628

~~Our~~(b) Holders. As ~~operating~~of ~~expenses~~June ~~increased by $3~~8,~~279,792~~ ~~or 371% from $883~~2012,~~628~~ ~~for~~there ~~the~~were ~~year~~170 ~~ended~~holders ~~February 28, 2010 to $4,163,420 for the year ended February 28, 2011. $488,618~~ of ~~this~~record ~~increase is Cost~~ of ~~goods~~our ~~sold~~common ~~for initial product sales during the fiscal year~~stock. An This ~~additional~~number ~~$2,178,751~~does ofnot ~~expenses~~include instockholders ~~fiscal 2011 are non-cash grants of stock and options to directors and consultants~~ for ~~services~~whom ~~rendered~~shares ~~and~~are asheld ~~incentive payments. The remaining increase~~ in ~~operating~~“nominee” ~~expenses~~or ~~was~~“street” ~~primarily due to increases in our administrative and consulting fees as we begin shipping product to customers and increasing our sales and marketing activities~~name.

11(c) Dividends. We have not paid any dividends to date, have not yet generated earnings sufficient to pay dividends, and currently do not intend to pay dividends in the foreseeable future.

~~Over~~ITEM ~~the~~6. ~~next~~SELECTED ~~twelve~~FINANCIAL ~~months, we anticipate generating significant revenue from the THERA MAX™ product line, but will require additional sources of capital to do so.~~DATA

~~LIQUIDITY~~Not ~~AND CAPITAL RESOURCES~~applicable.

Working Capital
							Percentage
	At			At			Increase /
	February 28, 2011			February 28, 2010			(Decrease)
Current Assets	$	342,133		$	28,695			1092	%
Current Liabilities		(1,472,024	)		(442,349	)		233	%
Working Capital Surplus (Deficit)	$	(1,129,891	)	$	(413,654	)		173	%

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cash Flows
	Year Ended February 28,
	2011			2010
Cash Flows Used In Operating Activities	$	(1,466,127	)	$	(597,734	)
Cash Flows Used In Investing Activities		(1,026	)		(85,000	)
Cash Flows From Financing Activities		1,463,016			686,000
Net Increase (Decrease) In Cash During Period	$	(4,137	)	$	3,266	)

The financial summaries that follow present the results of operations of TheraBiogen, Inc. for the periods presented. The amounts shown from the audited consolidated financials reflect the financial position and results of operations as of and for the years ended February 29, 2012 and February 28, 2011.

AsRESULTS atOF February 28, 2011, we had cash of $0 and negative cash flow from operations of $(1,466,127). To date, we have funded our operations with cash that we received from the sale of our common stock, advances from related parties as loans, and advances against manufacturing costs from a financing company.OPERATIONS

We had a working capital deficit of $1,129,891 as of February 28, 2011 compared to a working capital deficit of $413,654 as of February 28, 2010. The increase in our working capital deficit is attributable to the completion of the merger and the resulting acquisition of operating assets and the increase in short term debt to finance operations.


	Year Ended		Year Ended
	February 29, 2012		February 29, 2011
Revenue (sales and interest income)	$	$ 950,945	$	468,158
Expenses		(17,108,134)		(4,561,537)
Net income (loss)	$	(16,157,337)	$	(4,093,379)

Our current cash and operating cash flows are not sufficient to meet our working capital requirements for the next twelve months. We currently need to raise additional funds through public or private financings or borrowings to fund our operations. No assurance can be given that additional financing will be available or that, if available, such financings can be obtained on terms favorable to our stockholders or us.Revenue

~~ITEM~~We 7Abegan shipping products for revenue in September 2010 and from inception through September 2010 we generated no revenue. Revenue ~~QUANTITATIVE~~comes ~~AND~~from ~~QUALITATIVE~~sales ~~DISCLOSURES~~of ~~ABOUT~~our ~~MARKET~~products ~~RISK~~to retailers. We use sales agents to assist us in selling. Our customers and target customers are regional and national retail drug, grocery and general retail chains. In FY 2011, our net revenue was $468,158, primarily from sales to Rite-Aid. Our gross revenue for the same period was $696,700. The difference was for marketing rebates and customer discounts in the amount of $228,542. In FY 2012, our net revenue was $950,945 and our gross revenue was $1,435,726. The difference of $484,781 was primarily for discounts for timely payment to Walgreens in the amount of $30,383 and in-store marketing rebates in the amount of $448,000.

We are subject to financial market risks, including changes in interest rates, and equity price risk and the normal risks associated with a start-up business. We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. During the twelve months ended February 28, 2011, we did not engage in any hedging activities.13

~~Since~~Operating ~~the~~Costs ~~Company to date has had no significant operations, the information~~ and ~~disclosures required by Item 305 of Regulation S-K are omitted as not material.~~Expenses

~~ITEM~~Our ~~8. FINANCIAL~~operating ~~STATEMENTS~~expenses ~~AND~~for ~~SUPPLEMENTARY~~the ~~DATA.~~years ended February 29, 2012 and 2011 consisted of the following:

See the index to the financial statements of the Company on page 21.


	Year ended		Year ended
	February 29, 2012		February 28, 2011
Cost of goods sold	$	782,234	$	488,619
Advertising and marketing		2,451,739		93,118
Amortization of license		93,206		92,808
Bank charges and interest		6,084		6,004
Consulting expense		12,820,179		2,977,137
Insurance		47,547		78,219
Miscellaneous		20,345		5,484
Office expense		73,487		119,860
Payroll		44,459		25,528
Professional fees		99,340		120,229
Rent		21,234		29,850
Testing		0		6,704
Bad Debt		62,945		0
Financing expense		151,588		119,860
Total operating expense	$	16,674,387	$	4,163,420

Our operating expenses increased by $12,510,967 or 24.9% from $4,163,420 for the year ended February 29, 2011 to $16,674,387 for the year ended February 29, 2012. $293,615 of this increase is Cost of goods sold for initial product sales during the fiscal year. $14,217,398 of the total of $16,664,387 of expenses in fiscal 2012 is for non-cash grants of stock and warrants to directors and consultants for services rendered and as payments for performance as detailed on the following pages. The remaining increase in operating expenses was primarily due to increases in our administrative and consulting fees as we began shipping product to customers and increasing our sales and marketing activities.

~~ITEM~~The ~~9. CHANGES~~non-cash INexpenses ~~AND~~for ~~DISAGREEMENTS~~2012 ~~WITH~~by ~~ACCOUNTANTS~~category ONare: ~~ACCOUNTING~~Directors ~~AND~~fees ~~FINANCIAL~~$45,000; ~~DISCLOSURE.~~Financing Costs $96,000; G&A expense 11,927,132; Interest expense $155,573 and Advertising and Marketing expense $2,149,266

OnThe ~~June~~total 30Advertising and Marketing expense for fiscal 2012 is $2,451,739, ~~2010~~an increase of $2,338,621 ~~our~~over ~~former~~fiscal ~~audit~~2011’s ~~firm~~Advertising and marketing expense of $93,118. ~~Berman~~Of ~~Hopkins~~the ~~Wright~~total &for ~~LaHam~~fiscal ~~CPAs~~2012, $2,149,266 was paid by stock grants and ~~Associates,~~warrants ~~LLP~~since ~~(“Berman~~the ~~Hopkins”) notified~~cash available to us ~~that~~was limited. The increase is due to expenditures for radio, television, online and events like the ~~audit~~Times ~~partners~~Square onevent ~~our~~from ~~account~~Christmas ~~were~~to noNew ~~longer~~Years ~~affiliated~~to ~~with~~support the ~~firm~~sales in our retail outlets and ~~that~~to create brand awareness for our products. The increase in Cost of Goods sold from $488,619 asto a$782,234 ~~result~~is due to the increased volume of sales. Office expense increased from $119,860 ~~Berman~~to ~~Hopkins~~$223,667, ~~had~~an ~~decided~~increase of $103,807 was due to ~~resign~~the needs of supporting our expanding business as we increased the ~~Company’s~~number ~~independent~~of ~~registered~~sales ~~public~~outlets ~~accounting~~from ~~firm~~3300 to approximately 12,000. The increase to Consulting expense from $2,998,767 to $12,810,179, an increase of $9,811,412, was due to a combination of factors including using stock and options to pay for services to expand the business and obtain services for which cash was not available and due to the weighted value increases due to the stocks volatility in our first fiscal quarter wherein the stock price went from $1.49 to $0.18.

~~The~~As ~~reports~~noted ofin ~~Berman Hopkins on~~ the ~~Company’s~~cash ~~financial~~flow ~~statements~~analysis asabove, ~~of and for~~ the ~~year~~actual ~~ended~~cash ~~February~~used ~~28,~~for ~~2010~~operations ~~and~~was ~~2009~~$539,357, ~~contained~~which nowas ~~adverse~~provided ~~opinion~~by or$540,092 ~~disclaimer~~from offinancings. ~~opinion~~Further, ~~nor~~we ~~was~~increased itaccounts ~~qualified~~payable orfrom ~~modified~~$118,962 as to ~~uncertainty~~$1, ~~audit scope~~475, ~~or accounting principle~~309, ~~except~~an ~~that~~increase ~~the~~of ~~reports~~$1,356,347 ~~for~~in ~~both~~order ~~years expressed a concern regarding the Company’s ability~~ to ~~continue~~sustain asour ~~a going concern~~operations.

~~During~~LIQUIDITY ~~the~~AND ~~recent~~CAPITAL fiscal years ending February 28, 2010 and 2009 and the subsequent period through June 30, 2010, there have been no (i) disagreements with Berman Hopkins on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Berman’s satisfaction, would have caused Berman Hopkins to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.RESOURCES

~~The~~As ~~Company~~reflected ~~has~~in ~~provided~~the ~~Berman~~table ~~Hopkins~~below, ~~with~~we had a ~~copy~~working ofcapital ~~the~~deficit ~~above~~of ~~disclosures~~$(2,130,656) ~~and~~as ~~requested~~of ~~that~~February ~~Berman~~29, ~~Hopkins~~2012 ~~furnish~~compared ~~the~~to ~~Company~~a ~~with~~working acapital ~~letter~~deficit ~~addressed~~of to$(1,119,891) ~~the~~as ~~U.S.~~of ~~Securities~~February ~~and~~29, ~~Exchange~~2011. ~~Commission~~The ~~stating~~increase ~~whether~~in orour ~~not~~working itcapital ~~agrees~~deficit ~~with~~is ~~the~~attributable ~~above~~to ~~statement.~~marketing Aexpenses, ~~copy~~acquisition of ~~Berman’s~~operating ~~letter,~~assets ~~dated~~and ~~October~~the 4,increase ~~2010~~in ~~was~~short ~~filed~~term asdebt ~~Exhibit 16.1~~ to afinance ~~Current Report on Form 8-K filed on October 6, 2010~~operations.

On October 6, 2010, effective July 1, 2010, the Board of Directors of the Company engaged Moss, Krusick & Associates, LLC of Winter Park (Orlando), Florida (“Moss, Krusick”) as the Company’s new independent public accounting firm. Moss, Krusick was formed as a result of the split off of a substantial portion the securities practice of Berman Hopkins Wright & LaHam, CPAs and Associates, LLP (“Berman Hopkins”) into Moss, Krusick. This was a result of the decision by Berman Hopkins, our former auditors to resign as our independent auditors to substantially reduce their securities audit practice. The principals of Moss, Krusick are the same auditors who were engaged on the audit of the Company while at Berman Hopkins. Moss, Krusick has registered with the Public Company Accounting Oversight Board (”PCAOB”), and was advised of the acceptance of their application on August 12, 2010.14

~~During~~Working the recent fiscal years ending February, 2010 and 2009, and the subsequent interim period prior to the engagement of Moss, Krusick, the Company had not either consulted Moss, Krusick regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(v)) or a reportable event (as defined in Item 304(a)(1)(v)).Capital

During the fiscal year ending February 28, 2011 and the subsequent period through June 15, 2011, there have been no (i) disagreements with Moss, Krusick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Moss, Krusick’s satisfaction, would have caused them to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.


					Percentage
	At		At		Increase /
	February 29, 2012		February 28, 2011		(Decrease)
Current Assets	$	470,000	$	352,133		33%
Current Liabilities		(2,675,280)		(1,472,024)		82%
Working Capital Surplus (Deficit)	$	(2,205,280)	$	(1,119,891)		97%

~~ITEM~~As 9Areflected in the following table, as at February 29, 2012, we had cash of $290 and negative cash flow from operations of (539,357). ~~CONTROLS~~ To ~~AND~~date, ~~PROCEDURES~~we have funded our operations with cash that we received from the sale of our common stock, advances from related parties as loans, working capital loans and advances against manufacturing costs from a financing company.

~~Management’s~~Cash ~~Annual Report on Internal Control over Financial Reporting~~Flows

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management, including our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of February 28, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.


	Year Ended February
	29, 2012		28, 2011
Cash Flows Used In Operating Activities	$	(539,357)	$	(1,331,402)
Cash Flows Used In Investing Activities		1056		(1,026)
Cash Flows From Financing Activities		540,093		1,328,291
Net Increase (Decrease) In Cash During Period	$	290	$	(4,137)

13Our current cash and operating cash flows are not sufficient to meet our working capital requirements for the next twelve months. We currently need to raise additional funds through public or private financings or borrowings to fund our operations. No assurance can be given that additional financing will be available or that, if available, such financings can be obtained on terms favorable to our stockholders or us.

~~Under~~ITEM the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting7A. ~~Management’s~~QUANTITATIVE ~~review~~AND ~~and~~QUALITATIVE ~~evaluation~~DISCLOSURES ofABOUT ~~the~~MARKET company’s internal controls over financial reporting did not involve a recognized framework for financial controls and was limited to the identification of risks associated with the limited number of personnel employed by the company and the direct involvement of the CEO and CFO in most business functionsRISK. In its assessment of the effectiveness of internal control over financial reporting as of February 28, 2011, our management including our Chief Executive Officer and Chief Financial Officer determined that there were control deficiencies that constituted material weaknesses, as described below.

AsWe ofare ~~the~~subject ~~end~~to ofmarket ~~the~~risk ~~period~~exposure ~~covered~~to bythe ~~this~~extent ~~report,~~that ~~our management including our Chief Executive Officer and Chief Financial Officer~~$807,921 ~~also carried out an evaluation of our disclosure controls and procedures as defined~~ in ~~Rule~~convertible ~~13a-15(e)~~debt ofmatures ~~the Exchange Act. Based~~ on ~~that~~July ~~evaluation~~1, ~~management~~2012. If ~~including~~these ~~our~~notes ~~Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures~~ are ~~ineffective~~not inconverted ~~enabling the Company to record, process, summarize~~ and ~~report,~~must inbe ~~a timely manner~~refinanced, the ~~information~~interest ~~that~~rate ~~the~~could ~~Company is required to disclose in its Exchange Act reports~~increase. ~~Control deficiencies that constituted material weaknesses, are described below.~~

~~Material~~ITEM ~~Weaknesses~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Lack~~See ~~of Effective Corporate Governance Policies and Procedures. We do not have effective policies regarding~~ the ~~independence~~index ofto our directors and do not have independent directors. The lack of independent directors means that there is no effective review, authorization, or oversight of management or management’s actions by persons that were not involved in approving or executing those actions. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial ~~expert~~statements ason ~~defined~~page ~~in Item 407(d)(5)(ii) of Regulation S-B~~21. ~~Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.~~

WeITEM ~~have~~9. noCHANGES ~~conflicts~~IN ofAND ~~interest~~DISAGREEMENTS ~~policies~~WITH ~~and~~ACCOUNTANTS ~~there~~ON isACCOUNTING noAND ~~provision~~FINANCIAL ~~for the review and approval of transactions between the Company and interested members of management~~DISCLOSURE.

Lack of Effective Policies Regarding the General Accounting System. We do not have any documented processes for the input, accumulation, or testing of financial data that would provide assurance that all transactions are accurately and timely recorded or that the financial reports will be prepared on a periodic basis.None

~~Lack~~ITEM ~~of Effective Control over Financial Statement Disclosure~~9A. We doCONTROLS ~~not~~AND ~~maintain effective controls over financial statement disclosure~~PROCEDURES. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

~~Because~~Management’s ofAnnual ~~these~~Report ~~material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 28, 2011, based~~ on ~~the criteria established in "~~Internal Control~~-Integrated~~ ~~Framework"~~over ~~issued~~Financial ~~by the COSO.~~Reporting

~~Management~~Our management, including our Chief Executive Officer and then Chief Financial Officer, ~~has~~is ~~determined~~responsible ~~that~~for ~~the~~establishing ~~Company~~and ~~does~~maintaining ~~not~~adequate ~~have~~internal ~~the~~control over financial ~~resources~~reporting oras ~~personnel~~defined toin ~~address~~Rule 13a-15(f) under the ~~material~~Securities ~~weaknesses~~Exchange ~~identified~~Act, oras toamended. Our ~~conduct~~management, aincluding ~~more~~our ~~robust~~Chief ~~evaluation~~Executive Officer and then Chief Financial Officer assessed the effectiveness of ~~its~~our ~~controls~~internal control over financial reporting as of February 29, 2012. AsIn ~~resources~~making ~~become~~this ~~available~~assessment, our management ~~will~~used ~~develop~~the ~~and~~criteria ~~implement~~set ~~remedial~~forth ~~actions~~by tothe ~~address~~Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material ~~weaknesses~~weakness itis ~~has~~a ~~identified~~deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.15

~~Changes~~Under the supervision and with the participation of our management, including our Chief Executive Officer and then Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting. Management’s review and evaluation of our internal controls over financial reporting did not involve a recognized framework for financial controls and was limited to the identification of risks associated with the limited number of personnel employed us and the direct involvement of the CEO and CFO in most business functions. In our assessment of the effectiveness of internal control over financial reporting as of February 29, 2012, our management, including our Chief Executive Officer and then Chief Financial Officer, determined that there were control deficiencies that constituted material weaknesses, as described below.

~~There~~As ~~were~~of nothe ~~changes~~end inof the period covered by this report, our ~~internal~~management ~~control~~including ~~over~~our ~~financial~~Chief ~~reporting~~Executive ~~during~~Officer and then Chief Financial Officer, also carried out an evaluation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the ~~quarter~~Exchange ~~ended~~Act. ~~February~~Based 28on that evaluation, ~~2011~~management including, ~~that~~our ~~materially~~Chief ~~affected~~Executive Officer and Chief Financial Officer, ordetermined ~~were~~that ~~reasonably~~our ~~likely~~disclosure controls and procedures are ineffective in enabling us to ~~materially~~record, ~~affect~~process, summarize and report, in a timely manner, the information that we are required to disclose in our ~~internal~~Exchange ~~control~~Act ~~over~~reports. ~~financial~~Control ~~reporting~~deficiencies that constituted material weaknesses, are described below.

14Material Weaknesses

~~Limitations~~Lack onof Effective Corporate Governance Policies and Procedures. We do not have effective policies regarding the ~~Effectiveness~~independence of ~~Controls~~our directors and have had only one independent director. The lack of independent directors means that there is no effective review, authorization, or oversight of management or management’s actions by persons that were not involved in approving or executing those actions. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and only one director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

~~Our~~We ~~management,~~have ~~including our Chief Executive Officer and Chief Financial Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system,~~ no ~~matter~~conflicts ~~how~~of ~~well~~interest ~~conceived~~policies and ~~operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that~~ there ~~are~~is ~~resource~~no ~~constraints,~~provision ~~and~~for the ~~benefits~~review ~~of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances~~approval of ~~fraud,~~transactions ifbetween ~~any,~~us ~~within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty,~~ and ~~that~~interested ~~breakdowns~~members ~~can occur because~~ of ~~a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by~~ management ~~or board override of the control~~.

~~The~~Lack ~~design~~ of ~~any~~Effective ~~system~~Policies ofRegarding ~~controls~~the ~~also~~General isAccounting ~~based~~System. inWe ~~part~~do ~~upon~~not ~~certain~~have ~~assumptions~~any ~~about~~documented ~~the~~processes ~~likelihood~~for ofthe ~~future~~input, ~~events~~accumulation, ~~and~~or ~~there~~testing ~~can~~of befinancial nodata ~~assurance~~ that ~~any~~would ~~design~~provide ~~will~~assurance ~~succeed~~that ~~in achieving its stated goals under~~ all ~~potential~~transactions ~~future~~are ~~conditions;~~accurately ~~over~~and ~~time,~~timely ~~controls~~recorded ~~may become inadequate because of changes in conditions,~~ or ~~the~~that ~~degree of compliance with~~ the ~~policies~~financial orreports ~~procedures~~will ~~may~~be ~~deteriorate. Because~~prepared ofon ~~the inherent limitations in~~ a ~~cost-effective~~periodic ~~control system, misstatements due to error or fraud may occur and not be detected~~basis.

~~ITEM~~Lack 9Bof Effective Control over Financial Statement Disclosure. ~~OTHER~~ We ~~INFORMATION~~do not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

~~None~~Because of these material weaknesses, management has concluded that the we did not maintain effective internal control over financial reporting as of February 29, 2012, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

15Management, including our Chief Executive Officer and then Chief Financial Officer, has determined that we do not have the financial resources or personnel to address the material weaknesses identified or to conduct a more robust evaluation of its controls. As resources become available, management will develop and implement remedial actions to address the material weaknesses it has identified.

~~PART~~This ~~III~~annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

~~ITEM~~Changes ~~10. DIRECTORS,~~in ~~EXECUTIVE~~internal ~~OFFICERS~~control ~~AND~~over ~~CORPORATE~~financial ~~GOVERNANCE.~~reporting

~~IDENTIFICATION~~There OFwere ~~DIRECTORS~~no ~~and~~changes ~~EXECUTIVE~~in ~~OFFICERS~~our internal control over financial reporting during the year ended February 29, 2012 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

~~The persons who served as directors and executive officers of the Company as of May 19, 2011 their ages and positions held in the Company, are listed below.~~16

Name	Age	Position
Kelly T. Hickel	69	President, Chairman and CEO
Boris Rubizhevsky	60	Director
Barry Saxe	64	Director
Dr. Phillip Forman	52	Director
Richard Rifenburgh	79	Director

Limitations on the Effectiveness of Controls

InOur ~~November~~management, ~~2009~~including our Chief Executive Officer, ~~the~~does ~~Company~~not ~~entered~~expect ~~into~~that aour ~~Consulting~~Disclosure ~~Agreement~~Controls ~~with~~and ~~FSR,~~internal ~~Inc~~controls will prevent all errors and all fraud. A ~~for~~control ~~management~~system, ~~consulting~~no ~~services~~matter how well conceived and operated, ~~under~~can ~~which~~provide ~~Kelly~~only T.reasonable, ~~Hickel~~not ~~became~~absolute, ~~President~~assurance ~~and~~that ~~CEO~~the objectives of the ~~Company.~~control ~~FSR,~~system ~~Inc~~are met. Further, ~~also~~the ~~had~~design of a ~~similar~~control ~~consulting~~system ~~agreement~~must ~~with~~reflect the ~~former~~fact ~~TheraBiogen,~~that ~~Inc.~~there ~~Under~~are resource constraints, and the ~~terms~~benefits of controls must be considered relative to their costs. Because of the ~~Consulting~~inherent ~~Agreement,~~limitations ~~FSR~~in all control systems, ~~Inc.~~no ~~will~~evaluation ~~receive~~of acontrols ~~monthly~~can ~~consulting~~provide ~~fee~~absolute assurance that all control issues and instances of $5fraud,~~000~~ if any, ~~plus~~have ~~out~~been detected. These inherent limitations include the realities that judgments in decision-~~of-pocket~~making ~~expenses~~can be faulty, and ~~received~~that ~~200,000~~breakdowns ~~shares~~can occur because of ~~common~~a ~~stock~~simple error or mistake. Additionally, ~~The~~controls ~~monthly~~can ~~compensation~~be ~~amount~~circumvented ~~for~~by ~~FSR~~the individual acts of some persons, ~~Inc.~~by ~~was~~collusion ~~increased~~of totwo ~~$10~~or more people,~~000~~ inor ~~December~~by ~~2009~~management or board override of the control.

~~KELLY~~The T.design ~~HICKEL has been a director~~ of ~~the~~any ~~Company~~system ~~and Chief Executive Officer since August, 2009. He was appointed as Chairman~~ of ~~Paradise~~controls ~~Music~~also &is ~~Entertainment,~~based ~~Inc. (PDSE.pk)~~ in ~~February~~part ~~2001~~upon ~~until~~certain heassumptions ~~resigned~~about ~~in June 2006. Previously, Mr. Hickel was~~ the ~~turn-around~~likelihood ~~President~~ of ~~MiniScribe~~future ~~Corp.~~events, aand ~~troubled~~there ~~Fortune~~can ~~500~~be ~~disk~~no ~~drive~~assurance ~~manufacturer,~~that ~~from~~any ~~1989~~design towill ~~1990.~~succeed ~~Mr.~~in ~~Hickel~~achieving ~~helped~~its ~~conduct~~stated agoals ~~sale~~under toall ~~Maxtor~~potential ~~from~~future ~~bankruptcy~~conditions; ~~and~~over ~~supported~~time, ~~the~~controls ~~estate~~may asbecome itinadequate ~~returned~~because ~~$900~~of ~~million~~changes toin ~~its~~conditions, ~~stakeholders~~or ~~including~~the ~~41%~~degree of ~~the~~compliance ~~value~~with to the ~~public~~policies ~~shareholders.~~or Heprocedures ~~was~~may ~~the~~deteriorate. Because ~~President~~ of the ~~Maxwell~~inherent ~~Technology~~limitations ~~Information~~in ~~Systems~~a ~~Group~~cost-effective ~~from~~control ~~1993 until 1997~~system, ~~during~~misstatements ~~which,~~due ~~Maxwell~~to ~~was~~error ~~the~~or ~~9th~~fraud ~~best~~may ~~performing~~occur ~~stock on NASDAQ~~ and ~~the~~not #1be ~~performing stock in California~~detected.

inITEM ~~1996~~9B. ~~Mr.~~OTHER ~~Hickel was, recently, Chairman and Chief Restructuring Officer of The Tyree Company in Farmingdale, New York~~INFORMATION. He is Managing Director of The Turnaround Group, LLC and Strategic Growth Associates, LLC, a Denver-based advisory firm, CEO of Environmental Testing Laboratories, Inc., CEO of Spring Creek Capital, Inc. (OTCBB: SCRK) and CEO of United EcoEnergy Corp. (OTCBB:UEEC). Mr. Hickel has arranged a number of private and public company financings and financial restructuring over the years. Mr. Hickel is a graduate of Indiana University, with a Bachelors of Science, and has attended coursework at Columbia University.

~~BARRY~~In ~~SAXE~~an iseffort ato ~~businessman~~improve ~~with~~our aability 40to ~~year~~grow ~~career~~the ascompany ~~an owner~~ and ~~operator~~attain ~~of several companies in the electrical~~profitably, ~~environmental~~we ~~and~~have ~~constructions~~engaged ~~fields.~~ Mr. ~~Saxe~~Dean ~~worked~~Blechman, asfounding afamily ~~biochemist~~member inand ~~the~~former ~~1960's~~Executive onVice ~~Interferon~~President ~~research~~of Sales at ~~Becton~~TWINLAB ~~Dickson~~Corporation, ~~and~~to ~~has~~become ~~been~~a anconsultant ~~investor and advisor~~ to ~~numerous~~the ~~biotechnology~~Company and ~~healthcare~~assist ~~companies,~~the ~~both~~Company ~~public~~primarily ~~and~~in ~~private,~~Sales ~~since~~& ~~then~~Marketing. InAs the ~~1990's,~~former heExecutive ~~worked~~Vice ~~with~~President ~~Archibel~~ of ~~Brussels,~~Sales ~~Belgium~~at ~~on the~~TWINLAB, ~~development~~Mr. ofBlechman ~~homeopathic~~was ~~expert~~instrumental ~~system~~in ~~software~~growing ~~for~~TWINLAB's ~~diagnosis~~annual ~~and~~revenues ~~treatment~~from of$5 ~~diseases~~million ~~using homeopathic medicines. From 1969~~ to ~~the~~over ~~present,~~$330 ~~he has been president of Cedar Electric, a design-build firm~~million. ~~From~~This ~~2005~~relationship ~~to the present~~will, hewe ~~has served as a member of the Board of Directors of International Ranger~~believe, abe ~~public~~instrumental ~~exploration~~in ~~company.~~revising ~~From~~our ~~2006~~Business ~~till~~Plan ~~2008 he was a cofounder~~ and ~~board~~Strategy ~~member~~as ofdiscussed ~~Ringbolt~~elsewhere ~~Ventures,~~in athis ~~fertilizer exploration company~~document. ~~Mr.~~ ~~Saxe attended Brooklyn College of the University of New York City and University of California at Berkeley.~~

1617

~~BORIS~~PART RUBISHEVSKY has served as a director of the Company since June, 2008. He has over thirty years of business experience ranging from corporate management and mergers and acquisitions, to business development, sales and marketing. He has held several Board of Director positions. Most recently, Mr. Rubizhevsky founded NexGen Security Corporation, a consulting firm specializing in homeland security, biological and environmental products and technologies. He actively works with firms in Germany and the former Soviet Union on the development of new technologies for homeland security and life science applications. Prior to this, in 1992 Mr. Rubizhevsky co-founded Isonics Corporation (NASDAQ: ISON), a diversified international company with offices in the United States, Germany and Russia and businesses in life science, semi-conductor wafer services and homeland security products. Mr. Rubizhevsky was with Isonics for fifteen years, playing a key role in its growth and development. He originally started the company to pursue life science opportunities based on products developed by the Russian nuclear industry. He identified expansion opportunities, leveraging Isonics’ technology and expertise into homeland security and biotech applications as well as 22 identifying capital funding sources, including the company’s initial public offering and follow-on secondary equity and debt offerings. Before founding Isonics, Mr. Rubizhevsky spent more than ten years with General Electric Company in a number of international sales and marketing managerial positions. These positions were based both in the US and abroad. Mr. Rubizhevsky holds a B.S. degree in engineering from the Stevens Institute of Technology. He is fluent in the Russian language and culture.III

~~DR.~~ITEM ~~PHILLIP FORMAN, DPM, has been a member of the Board of Directors since March 2011~~10. He ~~served as the Co-Chief Compliance Officer of The Center for Wound Healing~~DIRECTORS, ~~Inc.~~EXECUTIVE ~~(“CFWH”),~~OFFICERS aAND ~~leading~~CORPORATE ~~manager of comprehensive wound care treatment centers that offer hyperbaric oxygen therapy as well as traditional wound care treatment modalities~~GOVERNANCE. Prior to Dr. Forman’s service with CFWH, he was the Medical Director of the New York Hyperbaric, the predecessor to American Hyperbaric, Inc., since 2001 and, from July, 2005 through January 18, 2007, served as the chief executive officer of American Hyperbaric, Inc. Prior to joining New York Hyperbaric, Dr. Forman served as the co-medical director of the Staten Island University Hospital diabetic Treatment Center.

~~Dr.~~IDENTIFICATION ~~Forman~~OF ~~received~~DIRECTORS his doctor degree of Podiatric Medicine from the Pennsylvania College of Podiatric Medicine. His degree is a Diplomat, American Board of Podiatric Surgery. His academic appointments include Podiatric Attending and heEXECUTIVE has lectured both nationally and internationally on advanced wound care and hyperbaric medicine. In addition, Dr. Forman has extensively participated in numerous wound care clinical trials involving diabetic foot infections, novel antibiotics, and new biopharmaceuticals for problem and non-healing wounds of the lower extremities.OFFICERS

~~RICHARD~~The ~~RIFENBURGH~~persons ~~has~~who ~~been~~served aas ~~member~~directors ofand ~~the~~executive ~~Board~~officers of ~~Directors since March 11 He has also been a member of~~ the ~~Board~~as of ~~Directors of United EcoEnergy Corp. since~~ June ~~2008. Since June 2008 he has served as the Chairman of Board of Directors of Paradise Music and Entertainment~~8, ~~Inc.~~2012 ~~and~~their ~~previously~~ages ~~was its Vice Chairman. Mr. Rifenburgh has been an officer~~ and ~~director~~positions ~~of many public companies since 1969. Mr. Rifenburgh attended Wayne University~~held, ~~majoring~~are inlisted ~~Electrical Engineering~~below.

SIGNIFICANT EMPLOYEES


Name	Age	Position

Kelly T. Hickel	70	President, Chairman and CEO
Thomas Kelley	49	Director
Pasquale Petruzzo	54	Director

WeOn ~~have~~May no22, ~~direct~~2012, ~~employees. Kelly~~at Tthe Board Meeting which approved Mr. ~~Hickel~~Dean Blechman’s Consulting Agreement, the ~~sole~~former ~~officer~~Directors, ofMr. ~~the~~Rubizhevsky, ~~Company~~Mr. ~~listed above~~Saxe, ~~acted~~Mr. asForman anand ~~officer~~Mr. ~~pursuant~~Rifenburgh toresigned aafter ~~consulting~~first ~~agreement~~appointing ~~with~~Mr. ~~FSR,~~Pasquale ~~Inc~~Petruzzo and Mr. ~~Ron~~ ~~Gustilo,~~Thomas ~~serves~~Kelley asto ~~product~~fill ~~manager~~vacancies ~~for~~on the ~~THERA~~Board. Furthermore, ~~MAX®~~on ~~line~~May of11, ~~products~~2012, ~~under~~Mr. Hickel executed a ~~consulting~~Separation ~~agreement~~and ~~beginning~~Transition Services Agreement in ~~January~~which ~~2010~~he agreed to resign all of his positions with the Company 90 days after execution of the Agreement, ~~and~~which ~~William~~Agreement ~~Warchus~~was ~~serves~~ratified asby ~~Chief~~the ~~Accounting~~Board ~~Officer~~on May 22, 2012. He also ~~under~~agreed athat ~~consulting~~after ~~agreement.~~his ~~Our~~resignation ~~Chief~~he ~~Medical~~will ~~Officer~~have ~~serves~~no ~~part~~affiliation ~~time~~of onany ankind ~~informal~~with ~~consulting~~the ~~basis~~Company.

~~COMMITTEES~~KELLY ~~AND~~T. ~~BOARD~~HICKEL ~~MEETINGS~~has been a director of ours and Chief Executive Officer since August, 2009. Mr. Hickel has served as CEO under a Consulting Agreement with FSR, Inc. who provides his services under that agreement. Under the terms of the consulting agreement, FSR, Inc. has received a consulting fee which was $10,000 per month from August 2009through August 30, 2011. On September 2, 2012 the Board of Directors approved the recommendation of the Compensation Committee and approved and executed a new three-year Consulting Agreement with FSR, Inc. for Mr. Hickel’s services.

Historically, Mr. Hickel was previously appointed as Chairman of Paradise Music & Entertainment, Inc. (PDSE.pk) in February 2001 until he resigned in June 2006. Previously, Mr. Hickel was the turn-around President of MiniScribe Corp., a troubled Fortune 500 disk drive manufacturer, from 1989 to 1990. Mr. Hickel helped conduct a sale to Maxtor from bankruptcy and supported the estate as it returned $900 million to its stakeholders including 41% of the value to the public shareholders. He was President of the Maxwell Technology Information Systems Group from 1993 until 1997, during which, Maxwell was the 9th best performing stock on NASDAQ and the #1 performing stock in California in 1996. Mr. Hickel was, recently, Chairman and Chief Restructuring Officer of The Tyree Company ~~has~~in ~~currently~~Farmingdale, ~~not~~New ~~adopted~~York. ~~charters~~He ~~for~~is analso ~~Audit~~CEO ~~Committee~~of Spring Creek Capital, ~~Compensation~~Inc. ~~Committee~~(OTCBB: orSCRK. ~~Governance~~Mr. Hickel has arranged a number of private and ~~Nominating~~public ~~Committee~~we financings and financial restructuring over the years. Mr. Hickel is a graduate of Indiana University, with a Bachelors of Science, and has noattended ~~Board~~coursework ~~committees~~at Columbia University.

~~CODE~~PASQUALE OFPETRUZZO, ~~ETHICS~~a new director appointed by the Board on May 22, 2012, was, from 2001 to 2010, CB Budget Planning and Controller in the earlier years of a large financial services company with 600 employees in 3 different states. While there, he prepared financials and assisted CFO in the day to day operations. He was promoted to VP Finance taking responsibility in all Human Resource and Accounting functions. In 2007, he invested in a food manufacturing business where I maintained all accounting duties and set up a business model to spin off the distribution business. The company has since merged with a large company that has over 50 million in revenue. He started his own accounting advisory practice, All Island Tax & Corp Bookkeeping services where he is Managing Partner. His degree is from Hofstra University.

~~The~~THOMAS ~~Company~~KELLEY, a new director appointed by the Board on May 22, 2012, has ~~not~~spent ~~yet~~25 ~~adopted~~years in advertising and marketing and has worked with major agencies in TV, print, and internet campaigns. Kelley is currently a ~~Code~~television ofproducer ~~Ethics~~and consultant specializing in corporate problem solving by establishing models for communication among individuals and groups. In 2010, he co-founded The TFE group that ~~applies~~works to ~~its directors~~develop, ~~officers~~implement and ~~employees~~evaluate ~~performing~~new methodologies for integrating financial ~~functions~~literacy ~~for~~topics ~~the~~into ~~Company~~existing subject based content. Since 2008, ~~including~~he ~~its~~created ~~chief~~and ~~executive~~has ~~officer~~co-chaired the NY Financial Literacy Forums. Kelley helped organize policy leaders, ~~chief~~educators, and corporate leaders to share their experiences and insights about the need for financial ~~officer,~~education ~~controller~~in schools. Kelley is a graduate of SUNY Farmingdale ’82 and ~~any~~SUNY ~~person~~Old ~~performing~~Westbury ~~similar~~‘84 ~~functions~~with advertising and visual arts degrees.

1718

~~EXCLUSION~~SIGNIFICANT ~~OF DIRECTOR LIABILITY~~EMPLOYEES

~~Pursuant~~We tohave ~~the~~no ~~General~~direct ~~Corporation~~employees. Kelly ~~Law~~T. Hickel, our sole officer of ~~Nevada~~the listed above, ~~the~~has ~~Company~~acted ~~Certificate~~as ofan ~~Incorporation~~officer ~~excludes~~pursuant ~~personal~~to ~~liability~~a onconsulting ~~the~~agreement ~~part~~with ofFSR, ~~its~~Inc. Ron ~~directors~~Gustilo toserves ~~the~~as ~~Company~~product manager for ~~monetary~~the ~~damages~~THERA ~~based~~MAX® ~~upon~~line ~~any~~of ~~violation~~products ofunder ~~their~~a ~~fiduciary~~consulting ~~duties~~agreement asbeginning ~~directors~~in January 2010, ~~except~~and William Warchus serves as toChief ~~liability~~Accounting ~~for~~Officer ~~any~~also ~~acts~~under ora ~~omissions~~consulting ~~which~~agreement. ~~involve~~Our ~~intentional~~Chief ~~misconduct~~Medical Officer had served part time on an informal consulting basis, ~~fraud~~prior orto ahis ~~knowing~~resignation. ~~violation~~As of ~~law~~May or22, ~~for~~2012, ~~improper~~we ~~payment~~have ofengaged ~~dividends~~Mr. ~~This~~Dean ~~exclusion~~Blechman, offounding ~~liability~~family ~~does~~member ~~not~~and ~~limit~~former ~~any~~Executive ~~right~~Vice ~~which~~President aof ~~director~~Sales ~~may~~at ~~have~~TWINLAB Corporation, to bebecome ~~indemnified~~a ~~and~~consultant ~~does~~to ~~not~~the ~~affect~~Company ~~any~~and ~~director's~~assist ~~liability~~the ~~under~~Company ~~federal~~primarily orin ~~applicable~~Sales ~~state~~& ~~securities laws~~Marketing.

~~ITEM~~COMMITTEES ~~11. EXECUTIVE~~AND ~~COMPENSATION.~~BOARD MEETINGS

~~CASH~~We ~~AND~~adopted ~~OTHER~~charters ~~COMPENSATION~~for an Audit Committee, Compensation Committee and the Governance and Nominating Committee, and we established Board committees for each in 2011. The Compensation Committee was established at the Board Meeting on March 10, 2011. Mr. Rifenburgh was appointed as the Chairman for that Committee and Mr. Saxe and Mr. Rubizhevsky were appointed to serve on it with him. The Compensation Committee met two times in 2011. The Audit Committee and the Governance and Nominating Committees were established by the Board at the Board Meeting September 2, 2011. The Charters for each of the Audit, Compensation and Nominating were approved at that same meeting. The Audit Committee met two times last year. The Audit Committee, chaired by Mr. Rifenburgh also included Mr. Rubizhevsky. The Governance and Nominating Committee included Mr. Hickel and Dr. Forman.

~~For~~CODE ~~the~~OF year ended February 28, 2011, the Company incurred consulting fees of $60,000 for the services of Mr. Hickel as CEO. These amounts were paid to FSR, Inc. under the Consulting Agreement. The Company had no other agreement or understanding, express or implied, with any other executive officer concerning employment or cash or other compensation for services.ETHICS

~~COMPENSATION~~We ~~PURSUANT~~adopted TOa ~~PLANS~~Code of Ethics that applies to our directors, officers and employees performing financial functions for us, including our chief executive officer, chief financial officer, controller and any person performing similar functions. This code of ethics was adopted at the Board Meeting on September 2, 2011.

~~For~~EXCLUSION ~~the~~OF ~~years~~DIRECTOR ended February 28, 2011 and through the date of this report, no executive officer has received compensation from the Company pursuant to any compensatory or benefit plan. There is no plan or understanding, express or implied, to pay any compensation to any executive officer pursuant to any compensatory or benefit plan of the Company.LIABILITY

~~OPTION/SAR~~Pursuant ~~GRANTS~~to the General Corporation Law of Nevada, the Company Certificate of Incorporation excludes personal liability on the part of its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or for improper payment of dividends. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws.

NoITEM ~~individual~~11. ~~grants~~EXECUTIVE of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs, have been made to any executive officer or any director during the year ended February 28, 2010,COMPENSATION.

~~Accordingly,~~CASH noAND ~~stock~~OTHER ~~options were exercised by any of the officers or directors in fiscal 2010.~~COMPENSATION

InFor ~~December~~the year ended February 29, ~~2009~~2012, ~~the~~we ~~Board~~incurred consulting fees of ~~Directors~~$204,168 for the services of ~~Kushi~~Mr. ~~Resources~~Hickel as CEO paid to FSR, Inc. under the Consulting Agreement already in place and the new consulting agreement approved ~~grants~~by ofthe ~~stock~~Board toand ~~certain~~executed ~~officers~~September, 2011. We had no other agreement or ~~consultants~~understanding, asexpress ~~follows~~or implied, ~~effective~~with ~~April~~any 1,other ~~2010:~~executive officer concerning employment or cash or other compensation for services.

Recipient	Shares		Value
FSR, Inc.		500,000	$	100,000
CF Consulting		300,000		60,000
Jan Chason		150,000		30,000
Philip Forman		100,000		20,000
Marc Harwood		25,000		5,000
Ron Gustilo		100,000		20,000
Jerry Wolff (CMO)		100,000		20,000
William F. Warchus		50,000		10,000
		1,325,000	$	265,000

COMPENSATION PURSUANT TO PLANS

InFor ~~addition~~the years ended February 29, 2012 and through the ~~Board~~date ~~granted~~of ~~options~~this toreport, ~~acquire~~no ~~additional~~executive ~~shares~~officer ~~effective~~has onreceived ~~closing~~compensation offrom the ~~merger,~~Company ~~January~~pursuant 5to any compensatory or benefit plan. There is no plan or understanding, ~~2010~~express or implied, ~~for~~to apay ~~three~~any ~~year~~compensation ~~period~~to atany ~~the~~executive ~~closing~~officer ~~market~~pursuant ~~price~~to onany ~~the~~compensatory ~~date~~or ~~the~~benefit ~~merger~~plan ~~closed,~~of asthe ~~follows:~~Company.

Recipient	Shares
FSR, Inc.		300,000
CF Consulting		150,000
Jan Chason		150,000
Philip Forman		100,000
Marc Harwood		25,000
Ron Gustilo		100,000
		825,000

OPTION/SAR GRANTS

18No stock options were exercised by any of the officers or directors in fiscal 2012.

~~EMPLOYEE STOCK COMPENSATION PLAN~~19

~~None~~In fiscal 2012, the Board of Directors approved grants of stock to certain officers or consultants, as follows:

COMPENSATION OF DIRECTORS


Recipient*	Shares	Value

None	0	$	0

OnFSR, ~~December~~Inc. 8,was ~~2009~~awarded 2,926,666 ~~our~~shares ~~Board~~ of ~~Directors~~common ~~adopted~~stock aduring ~~Board~~the offiscal ~~Directors~~year ~~Compensation~~with ~~Plan. This~~a ~~Plan~~value ~~provides~~on ~~for~~ the ~~following~~dates ~~compensation to each member~~ of the ~~Board~~grants of ~~Directors:~~$1,395,332.

~~(i) A~~In ~~grant~~addition, ofthe ~~250,000~~Board granted options to acquire additional shares, for a three year period at the closing market price on the date the options were issued, or as modified by the Board of ~~common~~Directors, ~~stock;~~as follows:

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


Recipient		Shares

Barry Saxe		1,000,000
Boris Rubizhevsky		1,000,000
Kelly T. Hickel		500,000
Richard Rifenburgh		650,000
		6,057,140

~~(iii) $1,000~~For ~~for~~more ~~each~~information ~~meeting~~see ~~attended~~Item ~~in person plus out-of-pocket expenses; and~~7.

~~(iv) $500~~EMPLOYEE ~~for~~STOCK ~~each~~COMPENSATION ~~telephonic meeting.~~PLAN

~~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.~~None

~~EMPLOYMENT~~COMPENSATION ~~CONTRACTS~~OF DIRECTORS

NoOn ~~person~~December ~~entered~~8, ~~into~~2009, ~~any~~our ~~employment~~Board orof ~~similar~~Directors ~~contract~~adopted ~~with~~a ~~the~~Board ~~Company,~~of ~~during~~Directors ~~the~~Compensation ~~year~~Plan. This ~~ended~~Plan ~~February~~provides ~~28,~~for ~~2011,~~the ~~other~~following ~~than~~annual ~~the~~compensation ~~consulting~~to ~~agreement~~each ~~with~~member ~~FSR,~~of ~~Inc.~~the ~~discussed~~Board ~~above.~~of Directors:

~~ITEM~~(i) A ~~12. SECURITY~~grant ~~OWNERSHIP~~of OF250,000 ~~CERTAIN~~shares ~~BENEFICIAL~~of ~~OWNERS~~common ~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~stock;

~~MANAGEMENT~~(ii) A ~~AND~~grant ~~RELATED~~of ~~STOCKHOLDER~~a ~~MATTERS.~~warrant to purchase 125,000 shares of common stock;

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

~~The~~(iv) $500 ~~following~~for ~~table sets forth, as of May 19, 2011, the stock ownership of~~ each ~~executive~~telephonic officer and director of the Company, of all executive officers and directors of the Company as a group, and of each person known by the Company to be a beneficial owner of 5% or more of its common stockmeeting. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company, except as may be otherwise noted.

Name and Address of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percentage of Shares1
Kelly T. Hickel2 120 Wall Street, Suite 2401 New York, New York 10005	Chairman, Director, CEO, and Treasurer	926,666	2.3%
Barry Saxe 120 Wall Street, Suite 2401 New York, New York 10005	Director	1,250,000(3)	3.1%
Boris Rubizhefsky 120 Wall Street, Suite 2401 New York, New York 10005	Director	750,000(4)	1.8%

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

19EMPLOYMENT CONTRACTS

Dr .Phillip Forman 120 Wall Street, Suite 2401 New York, New York 10005	Secretary, Director	1,850,000(5)	4.5%
Richard P. Rifenburgh 120 Wall Street, Suite 2401 New York, New York 10005	Director	5,000-	*
All officers and directors as a group ( 5 persons)		4,781,666	11.7%
Charles Hensley6 116 S. Catalina Ave., Suite 102 Redondo Beach, CA 90277	--	7,469,000	18.3%
Sung Pyo7 162 Cherrybrook Lane Irvine, CA 92618	--	1,913,750	4.7%
Jonathan Pyo7 2559 16th Avenue San Francisco, CA 94116	--	1,913,750	4.7%
CF Consulting, LLC8 1365 N. Courtney Parkway, Suite A Merritt Island, FL 32953		2,050,000	5.0%
Lawler & Associates, LP9 San Diego, CA	--	3,771,282	9.2%

No person entered into any employment or similar contract, during the year ended February 29, 2012, other than the consulting agreement with FSR, Inc. as discussed above.

*LessITEM ~~than~~12. 1%SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~(1)~~MANAGEMENT ~~Based~~AND onRELATED ~~40,783,166~~STOCKHOLDER ~~shares outstanding at May 19, 2011~~MATTERS.

~~(2)~~BENEFICIAL Kelly T. Hickel is engaged by FSR, Inc. which holds 2,213,000 shares of common stock. Mr. Hickel is not an officer or owner of FSR, Inc. and disclaims any beneficial interest in the shares held by FSR, Inc.OWNERSHIP

~~(3)~~The ~~Represents~~following ~~shares~~table sets forth, as of ~~Common~~June ~~Stock~~8, ~~underlying~~2012, the stock ~~options~~ownership ~~that~~of ~~are~~each ~~exercisable~~executive ~~within~~officer 60and ~~days~~director of ~~May~~the 19Company, ~~2011~~of all executive officers and directors of the Company as a group, and of each person known by us to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is the sole beneficial owner of the shares and has sole investment and voting power as to such shares. No person listed below has any option, warrant or other right to acquire additional securities of the Company, except as may be otherwise noted.

~~(4) Includes 500,000 shares of Common Stock underlying stock options that are exercisable within 60 days of May 19, 2011.~~20

(5) Includes 1,750,000 shares of Common Stock underlying stock options that are exercisable within 60 days of May 19, 2011.


Name and Address of Beneficial Owners	Position	Amount and Nature of Beneficial Ownership	Percentage of Shares1
Kelly T. Hickel2 PO Box 296 Manalapan NJ 07726	Chairman, Director, CEO, and Treasurer	500,000	0.7%

Barry Saxe3,4 PO Box 296 Manalapan NJ 07726	Director	1,250,000(3)	1.8%

Boris Rubizhefsky3,4 PO Box 296 Manalapan NJ 07726	Director	1,500,000(4)	2.1%

Dr.Phillip Forman3,4 PO Box 296 Manalapan NJ 07726	Secretary, Director	3,000,000(5)	4.5%

Richard P. Rifenburgh3,4 PO Box 296 Manalapan NJ 07726	Director	675,000	*

Thomas Kelley PO Box 296 Manalapan NJ 07726	Director	0-	*

Pasquale Petruzzo PO Box 296 Manalapan NJ 07726	Director	0-	*

Mark Shooman5,4 PO Box 296 Manalapan NJ 07726	Chief Financial Officer	0-	*

~~(6)~~*Less Inthan ~~August, 2008, 15,300,000 shares of Common Stock were issued to Nasal Therapeutics, Inc. as the license fee payment for the acquisition of all rights to the THERA MAX™ products.~~1%

(71) Based ~~Sung Pyo is an officer of Nasal Therapeutics~~on 69, ~~Inc.~~662,810 ~~and~~shares ~~the~~outstanding ~~brother~~at ofJune ~~Jonathon~~8, ~~Pyo.~~2011

(82) Kelly CFT. ~~Consulting~~Hickel is engaged by FSR, ~~LLC~~Inc. which holds 2,~~050~~000,000 ~~common~~ shares, ~~representing 5.0 percent~~ of ~~the~~common ~~outstanding shares~~stock. Mr. ~~Since~~Hickel ~~these~~is ~~shares~~not ~~are subject to~~ an ~~option~~officer ~~granted~~or toowner ~~LeadDog~~of ~~Capital~~FSR, LPInc. toand ~~acquire~~disclaims ~~the shares,~~ any beneficial ~~ownership~~ interest in ~~these~~the shares isheld ~~disclaimed~~by FSR, Inc.

(93) This ~~Lawler~~former &Director ~~Associates holds 3~~resigned,~~771,282~~ ~~shares~~along aswith ~~escrow~~all ~~agent for~~ other ~~parties~~Directors ~~and~~except ~~disclaims~~Mr. ~~all~~Hickel, ~~beneficial~~on ~~interest~~May in22, ~~the shares held~~2012.

20(4) Represents shares of Common Stock underlying stock options that are exercisable within 60 days of May 19, 2011.

~~ITEM~~(5) The ~~13. CERTAIN~~former ~~RELATIONSHIPS~~Chief ~~AND~~Financial ~~RELATED~~Officer ~~TRANSACTIONS~~resigned, ~~AND~~along ~~DIRECTOR~~with ~~INDEPENDENCE~~all other Directors except Mr. Hickel, on May 22, 2012

~~ITEM~~There ~~14. PRINCIPAL~~were ~~ACCOUNTING~~no ~~FEES~~transactions, ~~AND~~or ~~SERVICES~~series of transactions, for the years ended February 29, 2012 or 2011, nor are there any currently proposed transactions, or series of transactions, to which the we are a party, in which the amount exceeds $60,000, and in which to our knowledge , any director, executive officer, nominee, five percent or greater shareholder, or any member of the immediate family of any of the foregoing persons, have or will have any direct or indirect material interest, except as noted above.

~~AUDIT FEES~~21

~~The~~ITEM ~~aggregate~~14. ~~fees~~PRINCIPAL ~~billed~~ACCOUNTING inFEES ~~each~~AND of the fiscal years ended February 28, 2011 and 2010 for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of the financial statements included in the registrant's previously filed Forms 10-Q for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were $50,665 and $21,763 , respectively, and were approved by the Board of DirectorsSERVICES.

AUDIT ~~RELATED~~ FEES

~~None~~The aggregate fees billed in each of the fiscal years ended February 29, 2012 and 2011 for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of the financial statements included in the registrant's previously filed Forms 10-Q for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years, were$52,020 and $50,665 respectively, and were approved by the Board of Directors.

~~TAX~~AUDIT RELATED FEES

None

~~ALL~~TAX ~~OTHER~~ FEES

~~None~~Taxes were not prepared by the principal accountant.

~~PRE-APPROVAL~~ALL ~~POLICIES~~OTHER ~~AND PROCEDURES~~FEES

The Company Board of Director policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Board of Directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services in a case-by-case basis.None

21PRE-APPROVAL POLICIES AND PROCEDURES

~~PART~~The IVAudit Committee of the Board of Directors, policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Board of Directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee of the Board of Directors may also pre-approve particular services in a case-by-case basis.

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~22

~~The~~PART following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange Commission and are incorporated by reference to another report, registration statement or form. As to any shareholder of record requesting a copy of this report, the Company will furnish any exhibit indicated in the list below as filed with this report upon payment to the Company of its expenses in furnishing the information. Any references to the "the Company" means TheraBiogen, Inc. and its predecessor by name change, Kushi Resources, Inc.IV

*3.1	Articles of Incorporation
*3.1.1	Amendment of the Articles of Incorporation to change the corporate name to TheraBiogen, Inc.
*3.1.2	Article of Merger.
*3.2	By-laws
*10.1	License Agreement dated July 22, 2008 between the Company and Nasal Therapeutics, Inc.
*10.3	Amendment to License Agreement with Nasal Therapeutics, Inc.
*10.2	Consulting Agreement dated November 2009 between the Company and FSR, Inc.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

* PreviouslyThe following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange Commission and are incorporated by reference to another report, registration statement or form. As to any shareholder of record requesting a copy of this report, we will furnish any exhibit indicated in the list below as filed with this report upon payment to us of our expenses in furnishing the information. Any references to the "the Company" means TheraBiogen, Inc. and its predecessor by name change, Kushi Resources, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


*3.1	Articles of Incorporation

*3.1.1	Amendment of the Articles of Incorporation to change the corporate name to TheraBiogen, Inc.

*3.1.2	Article of Merger.

*3.2	By-laws

*10.1	License Agreement dated July 22, 2008 between the Company and Nasal Therapeutics, Inc.

*10.2	Amendment to License Agreement with Nasal Therapeutics, Inc.

*10.3	Consulting Agreement dated November 2009 between the Company and FSR, Inc.

10.4	Consulting Agreement dated September 2011 between the Company and FSR, Inc.

10.5	Consulting Agreement dated May 2012 between the Company and DBI, Inc. for the consulting services of Dean Blechman

10.6	Separation Agreement dated May 2012 between the Company and Mr. Hickel

31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Report of Independent Registered Certified Public Accounting Firm				F-1
	Balance Sheets as of February 28, 2011 and 2010				F-2
	Statements of Operations for the years ended February 28, 2011 and 2010.				F-3
	Statements of Changes in Stockholders' Equity (Deficit) for the years ended
	February 28, 2011 and 2010				F-4
	Statements of Cash Flows for the years ended February 28, 2011				F-5
	Notes to Financial Statements				F-6

* Previously filed.

~~Item~~INDEX 8. TO FINANCIAL ~~INFORMATION~~STATEMENTS

Item 1. Financial Statements.


Report of Independent Registered Certified Public Accounting Firm	F-1
Balance Sheets as of February 29, 2012 and 2011	F-2
Statements of Operations for the years ended February 29, 2012 and 2011.	F-3
Statements of Changes in Stockholders' Equity (Deficit) for the years ended
February 29, 2012 and 2011	F-4
Statements of Cash Flows for the years ended February 29, 2012 and 2011	F-5
Notes to Financial Statements	F-6

2223

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~and~~andStockholders of TheraBiogen, Inc.

~~Stockholders~~We have audited the accompanying balance sheets of TheraBiogen, Inc., as of February 29, 2012 and February 28, 2011, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. The company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with the standards of ~~TheraBiogen,~~the ~~Inc~~Public Company Accounting Oversight Board (United States)., asThose ofstandards ~~February~~require ~~28,~~that ~~2011~~we plan and ~~2010,~~perform ~~and~~the audit to obtain reasonable assurance about whether the ~~related~~financial statements are free of ~~operations~~material misstatement. The company is not required to have, ~~stockholders’~~nor ~~equity~~were we engaged to perform, ~~and~~an ~~cash~~audit ~~flows~~of ~~for~~its ~~the~~internal ~~years~~control ~~then~~over ~~ended~~financial reporting. ~~The~~ ~~Company’s~~Our ~~management~~audit isincluded ~~responsible~~consideration ~~for~~of ~~these~~internal control over financial ~~statements.~~reporting ~~Our~~as ~~responsibility~~a isbasis tofor ~~express~~designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on ~~these~~the effectiveness of the company’s internal control over financial ~~statements~~reporting. ~~based~~Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

WeIn ~~conducted~~ our ~~audits~~opinion, ~~in accordance with~~ the ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the~~ financial statements ~~are~~referred ~~free~~to ofabove ~~material~~present ~~misstatement. The Company is not required to have~~fairly, ~~nor~~in ~~were~~all wematerial ~~engaged to perform~~respects, anthe ~~audit of its internal control over~~ financial ~~reporting.~~position ~~Our audit included consideration~~ of ~~internal~~TheraBiogen, ~~control~~Inc. ~~over financial reporting~~ as aof ~~basis~~February ~~for~~29, ~~designing~~2012 ~~audit~~and ~~procedures~~February ~~that~~28, ~~are appropriate in the circumstances~~2011, ~~but~~and ~~not for~~ the ~~purpose~~results of ~~expressing~~its anoperations ~~opinion~~and onits ~~the~~cash ~~effectiveness~~flows offor the ~~company’s~~years ~~internal~~then ~~control~~ended ~~over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~conformity ~~financial~~with ~~statements, assessing the~~ accounting principles ~~used~~generally ~~and~~accepted ~~significant~~in ~~estimates made by management, as well as evaluating~~ the ~~overall~~United ~~financial~~States ~~statement~~of ~~presentation~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe ~~our~~accompanying ~~opinion,~~financial statements have been prepared assuming that the ~~financial~~company ~~statements~~will ~~referred~~continue toas ~~above~~a ~~present~~going ~~fairly,~~concern. As discussed in ~~all~~Note ~~material~~1 ~~respects,~~to the financial ~~position~~statements, ofthe ~~TheraBiogen,~~company ~~Inc.~~has ashad ofminimal ~~February~~operations 28to date, ~~2011~~has ~~and~~an ~~2010~~accumulated deficit, and ~~the~~has ~~results~~negative ofworking ~~its~~capital. ~~operations~~These ~~and~~conditions raise substantial doubt about its ~~cash~~ability ~~flows~~to ~~for~~continue ~~the~~as ~~years~~a ~~then~~going ~~ended~~concern. inManagement’s ~~conformity~~plans ~~with~~regarding ~~accounting~~these ~~principles~~matters ~~generally~~are ~~accepted~~also described in ~~the~~Note ~~United~~1. ~~States~~The financial statements do not include any adjustments that might result from the outcome of ~~America~~this uncertainty.

~~The~~/s/ ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements~~Moss, ~~the~~Krusick ~~Company~~& ~~has had minimal operations to date~~Associates, has an accumulated deficit, and has negative working capital. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.LLC

~~/s/~~Winter ~~Moss~~Park, ~~Krusick and Associates, LLC~~Florida

~~Winter~~June ~~Park~~13, ~~Florida~~2012

~~June 15, 2011~~F-1

~~F-1~~THERABIOGEN, INC.

~~THERABIOGEN,~~BALANCE ~~INC.~~SHEETS

BALANCE SHEETS


	February 29,			February 28,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	290		$	-
Deposits		9,627			35,231
Accounts receivable		1,921			154,230
Due from affiliate		-			1,026
Note and interest receivable - related party		-			12,252
Inventory		441,880			149,394
Prepaid expenses		16,282			-
Total current assets		470,000			352,133
Other assets:
License, net of amortization of $348,007 and $254,801		2,080,193			2,173,399
Deferred Financing Costs		74,624			-
Goodwill		101,183			101,183
Total other assets		2,256,000			2,274,582
Total assets	$	2,726,000		$	2,626,715
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable and other accrued liabilities (including $2,500 to related party for 2011)	$	632,169		$	208,585
Accrued rebates		441,771			-
Accrued interest		263,070			152,904
Payroll taxes payable		-			2,888
Notes payable-related parties-current portion		604,054			705,607
Notes payable - net of debt discount of $100,572 and $47,469		744,216			402,040
Total current liabilities		2,685,280			1,472,024
Long term liabilities:
Liability for unissued common stock		5,000			136,000
Total long-term liabilities		5,000			136,000
Total Liabilities		2,690,280			1,608,024
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 150,000,000 shares authorized, 61,059,483
and 38,784,500 shares issued at February 29, 2012 and 2011		61,059			38,785
Additional paid-in capital		21,380,879			6,228,787
Accumulated deficit		(21,406,218)			(5,248,881)
Total stockholders’ equity			35,720		1,018,691
Total liabilities and stockholders’ equity	$		2,726,000	$	2,626,715

	February 28,			February 28,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	4,137
Deposits		35,231			-
Accounts receivable		154,230			-
Due from affiliate		1,026			-
Note and interest receivable – related party		12,252			10,411
Inventory		149,394			14,147
Total current assets		352,133			28,695
Other assets:
License, net of amortization of $254,801 and $161,993		2,173,399			2,266,207
Mineral rights		-			7,349
Goodwill		101,183			101,183
Total other assets		2,274,582			2,374,739
Total assets	$	2,626,715		$	2,403,434
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable (including $2,500 and $ 5,000 payable to related party)	$	208,585		$	89,623
Accrued interest		152,904			70,559
Payroll taxes payable		2,888			9,905
Notes payable-related parties-current portion		685,607			272,500
Notes payable - net of discount of $47,469 and $0		422,040			20,000
Total current liabilities		1,472,025			462,587
Long term liabilities:
Notes payable-related parties		-			374,000
Liability for unissued common stock		136,000			-
Total long-term liabilities		136,000			374,000
Total Liabilities		1,608,024			836,587
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 150,000,000 shares authorized, 38,784,500
and 32,927,500 shares issued at February 28, 2011 and 2010		38,785			32,927
Additional paid-in capital		6,228,787			2,689,422
Accumulated deficit		(5,248,881	)		(1,155,502	)
Total stockholders’ equity		1,018,691			1,566,847
Total liabilities and stockholders’ equity	$	2,626,715		$	2,403,434

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~F-2

~~F-2~~THERABIOGEN, INC.

~~THERABIOGEN,~~STATEMENTS ~~INC.~~OF OPERATIONS

STATEMENTS OF OPERATIONS


		For the years ended February 29 and 28,
		2012		2011
SALES REVENUE	$	950,797	$	466,317
EXPENSES
Cost of goods sold		782,234		488,619
Marketing and sales expense		2,481,739		93,116
General and administrative:		13,410,414		3,581,685
Total expenses		16,674,387		4,163,420
(LOSS) FROM OPERATIONS		(15,723,590)		(3,697,103)
Other income (expense):
Interest income		148		1,841
Interest expense		(433,895)		(398,117)
Total other income (expense)		(433,747)		(396,276)
NET (LOSS) BEFORE INCOME TAX (Benefit)		(16,157,337)		(4,093,379)
Provision for income tax		--		--
NET (LOSS)	$	(16,157,337)	$	(4,093,379)

Net loss per share- basic and diluted	$	(0.26)	$	(011)

Weighted average common shares outstanding
Basic and diluted		62,308,483		35,974,520

		For the years endedFebruary 28,
		2011			2010
SALES	$	466,317		$	-
EXPENSES
Cost of goods sold		488,619			--
Marketing and sales expense		93,116			77,508
General and administrative:		3,581,685			806,120
Total expenses		4,163,420			883,628
(LOSS) FROM OPERATIONS		(3,967,103	)		(883,628	)
Other income (expense):
Other income		1,841			411
Interest expense		(398,117	)		(62,424	)
Total other income (expense)		(396,376	)		(62,013	)
NET (LOSS) BEFORE INCOME TAX		(4,093,379	)		(945,641	)
Provision for income tax		--			--
NET (LOSS)	$	(4,093,379	)	$	(945,641	)
Net loss per share- basic and diluted	$	(0.11	)	$	(0.05	)
Weighted average common shares outstanding
Basic and diluted		35,974,520			20,907,586

The accompanying notes are an integral part of these financial statements

~~The accompanying notes are an integral part of these financial statements~~F-3

~~F-3~~THERABIOGEN, INC.

~~THERABIOGEN, INC.~~ STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

	Common Shares #	Stock Amount $	Capital Paid-in $	Accumulated Deficit $		Total Stockholder Equity $
Balance at February 28, 2009	18,791,000	1,880	2,225,315	(209,861	)	2,017,334
Effect of recapitalization – reverse merger	13,598,000	30,509	195,645	--		226,154
Issuance of units of two shares of common stock and one warrant	538,000	538	268,462	--		269,000
Net loss	--	--	--	(945,641	)	(945,641	)
Balance at February 28, 2010	32,927,000	32,927	2,689,422	(1,155,502	)	1,566,847
Issuance of units of two shares of common stock and one warrant	1,450,000	1,450	711,550	--		713,000
Warrant exercise	400,000	400	--	--		400
Conversion of debt	250,000	250	124,750	--		125,000
Stock issued for services	3,757,500	3,758	1,793,065	--		1,796,823
Warrants issued for services	--	--	693,000	--		693,000
Beneficial conversion feature – notes payable	--	--	217,000	--		217,000
Net loss for period	--	--	--	(4,093,379	)	(4,093,379	)
Balance at February 28, 2011	38,784,500	38,785	6,228,787	(5,248,881	)	1,018,691

For the years ended February 29, 2012 and February 28, 2011

The accompanying notes are an integral part of these financial statements


	Common Shares	Stock Amount	Capital Paid-in	Accumulated Deficit	Total Stockholder Equity

Balance at February 28, 2010	32,927,000	$32,927	$2,689,422	($1,155,502)	$1,566,847
Issuance of units of two shares of common stock and one warrant	1,450,000	1,450	711,550	--	713,000
Warrant exercise	400,000	400	--	--	400
Conversion of debt	250,000	250	124,750	--	125,000
Stock issued for services	3,757,500	3,758	1,793,065	--	1,796,823
Warrants issued for services	--	--	693,000	--	693,000
Beneficial conversion feature - notes payable	--	--	217,000	--	217,000
Net loss for period	--	--	--	(4,093,379)	(4,093,379)
Balance at February 28, 2011	38,784,500	38,785	6,228,787	(5,248,881)	1,018,691
Common Stock issued for:
Cash	468,000	468	233,532	--	234,000
Debt	2,708,535	2,708	221,218	--	223,926
Warrants issued for debt	-	-	201,686	--	201,686
Conversion of debt	7,902,380	7,902	309,848	--	317,750
Services	11,196,068	11,196	2,652,349	--	2,663,545
Options issued for services	--	--	11,533,459	--	11,533,459
Net loss for period	--	--	--	(16,157,337)	(16,197,337)
Balance at February 29, 2012	61,059,483	$61,059	$21,380,879	($21,406,218)	$35,720

~~F-4~~The accompanying notes are an integral part of these financial statements

~~THERABIOGEN, INC.~~F-4

~~STATEMENTS~~THERABIOGEN, ~~OF CASH FLOWS~~INC.

	For the year ended February 28,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(4,093,379	)	$	(945,641	)
Amortization expense		269,688			103,166
Stock issued for services		1,796,823			165,000
Warrants issued for services		693,000			--
Accounts receivable		(154,230	)		--
Interest receivable		(1,841	)		(411	)
Inventory		(135,247	)		(877	)
Deposits		(35,231	)		(13,270	)
Accounts payable and accrued expenses		118,962			21,970
Accrued interest payable		82,345			62,424
Payroll liabilities		(7,017	)		9,905
NET CASH USED BY OPERATING ACTIVITIES		(1,466,127	)		(597,734	)
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to affiliate		(1,026	)		--
Loan to related party		--			(10,000	)
NET CASH USED BY INVESTING ACTIVITIES		(1,026	)		(10,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		713,000			269,000
Proceeds from exercise of stock warrants		400			--
Proceeds from notes payable		811,675			20,000
Proceeds from notes payable-related parties		57,107			322,000
Payments on notes payable – related parties		(18,000	)		--
Payments on notes payable		(237,166	)		--
Proceeds received for unissued shares		136,000			--
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,463,016			611,000
NET CASH INCREASE (DECREASE) FOR PERIOD		(4,137	)		3,266
CASH AT BEGINNING OF PERIOD		4,137			871
CASH AT END OF PERIOD	$	--		$	4,137
SUPPLEMENTAL CASH FLOW INFORMATION
Noncash transaction –issuance of common stock for debt	$	125,000		$	--
Noncash transaction –issuance of common stock in exchange for Kushi Resources, Inc.	$			$	61,154
Noncash transaction –issuance of debt in exchange for intangible asset	$			$	75,000
Income taxes paid	$	--		$	--

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements


	For the year ended February29/ 28,
	2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(16,157,337)	$	(4,093,379)
Amortization expense		253,197		414,618
Stock issued for services		2,663,545		1,534,323
Options issued for services		11,533,459		693,000
Notes payable issued for services		-		117,500-
Notes payable-related party issued for services		-		30,000
Accounts receivable		152,309		(154,230)
Interest receivable		2,252		(1,841)
Inventory		(292,486)		(30,522)
Deposits		25,604		(35,231)
Prepaid expenses		(16,282)		-
Accounts payable and accrued expenses		413,119		118,962
Accrued rebates		441,771		-
Accrued interest payable		249,208		82,345
Payroll liabilities		(2,888)		(7,017)
NET CASH USED BY OPERATING ACTIVITIES		(734,529)		(1,331,402)

CASH FLOWS FROM INVESTING ACTIVITIES
Advance to affiliate		1,026		(1,026)
Loan to related party		10,000		(10,000)
NET CASH PROVIDED BY INVESTING ACTIVITIES		11,026		(10,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		234,000		713,000
Proceeds from exercise of stock warrants		-		400
Proceeds from notes payable		509,596		449,784
Proceeds from notes payable-related parties		136,197		57,107
Payments on notes payable - related parties		(20,000)		--
Payments on notes payable		(5,000)		--
Liability for unissued shares		(131,000)		136,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		723,793		1,328,291

NET CASH INCREASE (DECREASE) FOR PERIOD		290		(4,137)
CASH AT BEGINNING OF PERIOD		-		4,137
CASH AT END OF PERIOD	$	290	$	-

SUPPLEMENTAL CASH FLOW INFORMATION
Noncash transaction -issuance of common stock for debt	$	223,923	$	242,500
Noncash transaction -issuance of debt in exchange for inventory	$	-	$	104,725
Warrants issued for debt		201,686		-
Conversion of debt to equity	$	317,750	$	-
Amounts advanced to materials recquisition from factor		1,363,262		-
Inventory and deposits financed through materials requisition agreement	$	1,352,797	$	-
Accrued interest capitalized to notes payable	$	139,042	$	-

~~F-5~~The accompanying notes are an integral part of these financial statements

~~THERABIOGEN INC. NOTES TO THE FINANCIAL STATEMENTS FEBRUARY 28, 2011 and 2010~~F-5

~~NOTE~~THERABIOGEN ~~1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION~~INC.

~~Nature~~NOTES ofTO ~~Operations~~THE FINANCIAL STATEMENTS

~~TheraBiogen,~~FEBRUARY ~~Inc. (formerly Kushi Resources~~29, ~~Inc.~~2012 ~~(“Kushi”))~~and ~~(the~~February ~~“Company”) was incorporated on October 3~~28, ~~2005, under the laws of the State of Nevada.~~2011

InNOTE ~~November,~~1 ~~2009,~~- ~~the~~NATURE ~~Company~~OF ~~entered~~OPERATIONS ~~into~~AND anBASIS ~~Agreement~~OF and Plan of Merger with TheraBiogen, Inc. (“Former TheraBiogen”), a Nevada corporation, which was incorporated in April 2000. The merger closed on January 5, 2010, and, as a result of, the transaction the Company changed its name to TheraBiogen, Inc.PRESENTATION

InNature July 2008, Former TheraBiogen entered into an exclusive licensing agreement with Therapeutics, Inc., to develop, manufacture, market and sell four homeopathic nasal sprays, THERA MAX® Cold Relief, THERA MAX® Flu Relief, THERA MAX® Allergy Relief and THERA MAX® Migraine Relief, on an exclusive basis in North America and, and as a result of a subsequent transaction, in July 2009, the Company has the rights for all other areas of the world. The principal of Nasal Therapeutics, Inc., Dr. Charles Hensley had also developed the ZICAM homeopathic nasal product.Operations

~~The~~TheraBiogen, ~~Company’s~~Inc. ~~principal~~(formerly ~~business~~Kushi ~~activity~~Resources, ~~prior~~Inc. to(“Kushi”) (the ~~merger~~“Company”) was ~~the~~incorporated ~~acquisition~~on ~~and~~October ~~exploration~~3, ~~of mineral resources in northern British Columbia~~2005, ~~Canada. The~~under ~~Company~~the ~~has~~laws ~~not~~of ~~determined~~the ~~whether~~State ~~its~~of ~~properties contain mineral reserves that are economically recoverable~~Nevada.

~~Basis~~In November, 2009, the Company entered into an Agreement and Plan of ~~Presentation~~Merger with TheraBiogen, Inc. (“Former TheraBiogen”), a Nevada corporation, which was incorporated in April 2000. The merger closed on January 5, 2010, and, ~~Going~~as ~~Concern~~a result of the transaction, the Company changed its name to TheraBiogen, Inc.

~~The~~In ~~accompanying~~July ~~financial~~2008, ~~statements~~Former ~~have~~TheraBiogen ~~been~~entered ~~prepared~~into inan ~~conformity~~exclusive ~~with~~licensing ~~generally~~agreement ~~accepted~~with ~~accounting principles~~Therapeutics, ~~which contemplate the continuation of the Company as a going concern~~Inc. ~~This~~ ~~basis~~to ofdevelop, ~~accounting~~manufacture, ~~contemplates~~market ~~the recovery of the Company’s assets~~ and ~~the~~sell ~~satisfaction~~four ofhomeopathic ~~liabilities~~nasal insprays, ~~the~~THERA ~~normal~~MAX® ~~course~~Cold ofRelief, ~~business. The~~THERA ~~Company~~MAX® ~~has~~Flu ~~not~~Relief, asTHERA ~~yet~~MAX® ~~attained~~Allergy aRelief ~~level of operations which allows it to meet its current overhead~~ and ~~may~~THERA ~~not~~MAX® ~~attain~~Migraine ~~profitable operations within its first few business operating cycles~~Relief, ~~nor~~on ~~is there any assurance that such~~ an ~~operating~~exclusive ~~level~~basis ~~can~~in ~~ever~~North beAmerica ~~achieved. The Company is dependent upon obtaining additional financing adequate to fund its operations. While the Company has funded its initial operations with private placements~~ and ~~secured loans principally from related parties~~, ~~there can be no assurance that adequate financing will continue to be available to the Company~~ and, ~~if available, on terms that are favorable to the Company. The Company’s ability to continue~~ as a ~~going~~result ~~concern is also dependent on many events outside~~ of ~~its~~a ~~direct~~subsequent ~~control~~transaction, ~~including, among other things improvement~~ in ~~the~~July ~~economic~~2009, ~~climate. The financial statements do not include any adjustments to reflect~~ the ~~possible~~Company ~~future~~has ~~effects on~~ the ~~recoverability~~rights ~~and~~for ~~classification~~all ofother ~~assets~~areas ~~or the amounts and classification~~ of ~~liabilities that may result from~~ the ~~outcome of this uncertainty~~world.

As Basis described in Notes 1 and 3, effective January 5, 2010, Former TheraBiogen merged into Kushi and Kushi changed its corporate name to TheraBiogen, Inc. For accounting purposes, this transaction was treated as an acquisition of ~~Kushi~~Presentation and aGoing ~~recapitalization of Former TheraBiogen. The Former TheraBiogen is the accounting acquirer and the results of its operations carryover.~~Concern

~~F-6~~The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate the continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The Company has not as yet attained a level of operations which allows it to meet its current overhead nor is there any assurance that such an operating level can ever be achieved. The Company is dependent upon obtaining additional financing adequate to fund its operations. While the Company has funded its initial operations with private placements and secured loans, there can be no assurance that adequate financing will continue to be available to the Company and, if available, on terms that are favorable to the Company. The Company’s ability to continue as a going concern is also dependent on many events outside of its direct control, including, among other things improvement in the economic climate. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

For the periods from the Company’s inception (April 26, 2000) through August 31, 2010, the Company accounted for its operations as a development stage company in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Codification 915-205-20. During the quarter ended November 30, 2010, the Company initiated ~~significant~~ revenue producing activities and, as a result, determined that it was no longer a development stage company.

~~Exploration~~NOTE ~~Stage~~2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~For~~Revenue the periods from the Company’s inception (April 26, 2000) through August 31, 2010, the Company accounted for its operations as a development stage company in accordance with FASB Codification 915-205-20. During the quarter ended November 30, 2010, the Company initiated significant revenue producing activities and, as a result, determined that it was no longer a development stage company.Recognition

~~NOTE~~The 2Company -recognizes ~~SUMMARY~~revenue OFfrom ~~SIGNIFICANT~~product ~~ACCOUNTING~~sales ~~POLICIES~~when the risks and rewards of ownership have transferred to the customer. Transfer of risks and rewards is considered to have occurred upon shipment of the finished product to retailers. Sales incentives, promotional allowances and returns are estimated and recognized as a reduction from revenue at the date of shipment based upon current agreements with customers and, as the Company develops more revenues, historical activity will also be utilized. The Company evaluates these estimates on a quarterly basis and revises them as necessary.

~~Revenue~~The ~~Recognition~~allowance for sales incentives, promotional allowances and returns reflects our historical experience and is reviewed regularly to ensure that it reflects potential chargebacks from customers. The allowance as of February 29, 2012 is based upon our experience through February since we have recently completed additional shipments to retailers. We review the need for a return provision at least quarterly and adjust the reserve amounts if actual chargebacks differ materially from our reserve percentage once established.

The Company recognizes revenue from product sales when the risks and rewards of ownership have transferred to the customer. Transfer of risks and rewards is considered to have occurred upon shipment of the finished product to retailers. Sales incentives, promotional allowances and returns are estimated and recognized as a reduction from revenue at the date of shipment based upon current agreements with customers and as the Company develops more revenues historical activity will also be utilized. The Company evaluates these estimates on a quarterly basis and revises them as necessary.F-6

The allowance for sales incentives, promotional allowances and returns will reflect our historical experience and will be reviewed regularly to ensure that it reflects potential chargebacks from customers. The allowance as of February 28, 2011 is based upon our experience through April 30, 2011 since we have recently begun our initial placements at retailers. We review the need for a return provision at least quarterly and adjust the reserve amounts if actual chargebacks differ materially from our reserve percentage once established.Inventory

Inventory consists principally of deposits to the contract manufacturer of the THERA MAX® products and bottles and spray tops purchased from a third party supplier and delivered to the Company’s contract manufacturer to be used in the final packaging of the products for distribution or completed inventory, which may be subject to the security interests of our lender. Inventory is carried at the lower of cost or market on a first in, first out basis.

~~Inventory~~License consists principally of deposits to the contract manufacturer of the THERA MAX® products and bottles and spray tops purchased from a third party supplier and delivered to the Company’s contract manufacturer to be used in the final packaging of the products for distribution. Inventory is carried at the lower of cost or market on a first in, first out basis.Agreement

~~License~~The ~~Agreement~~Company recorded as an intangible asset the cost of the license agreement entered into with Nasal Therapeutics, Inc. based on the consideration paid. The intangible asset is amortized on a straight-line basis over the 25 year life of the agreement. The amortization charge is included in cost of sales, and, as a result of the initiation of sales during the third quarter of 2010 prior period amortization expense has been reclassified to cost of sales for the applicable periods. The Company evaluates for impairment when events and circumstances warrant in accordance with FASB ASC Topic 350-30, and an impairment loss will be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis.

The Company recorded as an intangible asset the cost of the license agreement entered into with Nasal Therapeutics, Inc. based on the consideration paid. The intangible asset is amortized on a straight-line basis over the 25 year life of the agreement. The amortization charge is included in cost of sales, and, as a result of the initiation of sales during the third quarter of 2010 prior period amortization expense has been reclassified to cost of sales for the applicable periods. The Company evaluates for impairment when events and circumstances warrant in accordance with FASB ASC Topic 350-30, and an impairment loss will be recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its fair value. After an impairment loss is recognized, the adjusted carrying amount of the intangible asset will be its new accounting basis.Goodwill

~~Goodwill~~The Company recorded goodwill as the excess of the consideration paid over the estimated fair values of the assets acquired and liabilities assumed in a business combination. The goodwill is not amortized, but is subject to an annual impairment test in accordance with FASB ASC Topic 350-20. The two step test first determines whether the carrying amount of the reporting unit exceeds the fair value of the reporting unit. If so, the next step is to measure the impairment loss as the difference between the implied fair value of the good will and the carrying amount of the reporting unit.

~~The~~Fair ~~Company~~Value ~~recorded goodwill as the excess~~ of ~~the~~Financial consideration paid over the estimated fair values of the assets acquired and liabilities assumed in a business combination. The goodwill is not amortized, but is subject to an annual impairment test in accordance with FASB ASC Topic 350-20. The two step test first determines whether the carrying amount of the reporting unit exceeds the fair value of the reporting unit. If so, the next step is to measure the impairment loss as the difference between the implied fair value of the good will and the carrying amount of the reporting unit.Instruments

FThe carrying amounts reported in the accompanying balance sheets of all financial instruments approximate their fair values because of the immediate or short-7term maturity of these financial instruments or comparable interest rates of similar instruments. The Company follows newly issued accounting guidance relating to fair value measurements. This guidance establishes a framework for measuring fair value and expands disclosures about 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:

~~Mineral~~Level ~~Property~~1 ~~Costs~~-- quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

~~Mineral~~Level ~~property~~2 ~~exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under ASC Topic 350~~-30- ~~Accounting~~inputs other ~~for Impairment or Disposal of Long Lived Assets at each fiscal quarter end. Impairment is recognized when the sum of the expected undiscounted future cash flows is less~~ than ~~the~~quoted prices ~~carrying~~included within ~~amount~~Level 1 ofthat ~~the mineral property. Impairment losses, if any,~~ are directly observable for ~~measured as~~ the ~~excess~~asset ofor ~~the~~liability ~~carrying~~or indirectly ~~amount~~observable ofthrough ~~the~~corroboration with ~~mineral~~observable market ~~property over its estimated fair value~~data.

~~When~~Level it3 ~~has~~-- ~~been~~unobservable ~~determined~~inputs ~~that~~for athe ~~mineral~~asset ~~property~~or ~~can~~liability beonly ~~economically~~used ~~developed~~when asthere ais ~~result of establishing proven and probable reserves~~little, ~~the~~if ~~costs then incurred to develop such property~~any, ~~will~~market beactivity ~~capitalized.~~for ~~Such costs will be amortized using~~ the ~~units-of-production~~asset ~~method~~or ~~over~~liability ~~the~~at ~~estimated life of~~ the ~~probable~~measurement ~~reserves~~date. ~~If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.~~

~~Fair~~The ~~Value~~asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of ~~Financial~~any ~~Instruments~~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~~Accounting carrying amounts reported in the accompanying balance sheets of all financial instruments approximates their fair values because of the immediate or short-term maturity of these financial instruments or comparable interest rates of similar instruments. The Company follows newly issued accounting guidance relating to fair value measurements. This guidance establishes a framework for measuring fair value and expands disclosures about 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:Estimates

~~Level~~The 1preparation --of ~~quoted~~these ~~prices~~unaudited ~~(unadjusted)~~financial statements in ~~active~~conformity ~~markets~~with ~~for~~accounting ~~identical~~principles ~~assets~~generally oraccepted ~~liabilities~~in the United States of America requires management to make estimates and assumptions that affect the ~~Company~~reported ~~has~~amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~ability~~date toof ~~access~~these asunaudited financial statements and the reported amounts of revenues and expenses during the ~~measurement~~reporting ~~date~~period. Actual results could differ from those estimates. The company’s significant estimates include those related to stock compensation and awards, and accruals for estimated administrative fees and rebate liabilities.

~~Level 2~~ F-- 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. 7

~~Level~~Basic 3and --Diluted ~~unobservable~~Net ~~inputs~~Loss ~~for~~per ~~the~~Common ~~asset~~Share ~~or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.~~(“EPS”)

~~The~~Basic ~~asset~~net or(loss) ~~liability’s~~per ~~fair~~share ~~value~~is ~~measurement~~computed ~~level~~by ~~within~~dividing the ~~fair~~net ~~value~~(loss) ~~hierarchy~~attributable isto ~~based~~the oncommon stockholders by the ~~lowest~~weighted ~~level~~average number of ~~any~~common ~~input~~shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that iscould ~~significant~~occur upon exercise of the options and warrants to acquire common stock computed using the ~~fair~~treasury ~~measurement.~~stock ~~Valuation~~method ~~techniques~~which ~~used~~assumes ~~need~~that tothe ~~maximize~~increase in the ~~use~~number of ~~observable~~shares ~~inputs~~is reduced by the number of shares which could have been repurchased by the Company with the proceeds from the exercise of the options and ~~minimize~~warrants (which were assumed to have been made at the ~~unobservable~~average ~~inputs~~market price of the common shares during the reporting period).

~~Concentration~~Stock-Based ~~of Credit Risk~~Compensation

~~Financial~~Compensation ~~instruments~~costs ~~that~~attributable ~~potentially subject the Company~~ to ~~significant~~stock ~~concentrations~~options, ofrestricted ~~credit~~stock ~~risk~~or ~~consist~~similar ~~principally~~equity ofinstruments ~~cash~~granted ~~deposits~~are inmeasured ~~bank~~at ~~accounts~~the ~~fully~~fair ~~insured~~value byat the ~~FDIC. As~~grant ~~part of its cash management process~~date, ~~the~~and ~~Company~~expensed ~~performs~~over ~~periodic evaluations of~~ the ~~relative~~expected ~~credit~~vesting ~~standing of this financial institution~~period. ~~The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on its cash.~~

~~Accounting~~Cash ~~Estimates~~and Cash Equivalents

~~The~~For ~~preparation~~purposes of ~~these unaudited financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~balance ~~States~~sheet ~~of America requires management to make estimates~~ and ~~assumptions~~statement ~~that affect the reported amounts~~ of ~~assets~~cash ~~and~~flows, ~~liabilities~~the ~~and~~Company ~~disclosure~~considers ofall ~~contingent~~amounts ~~assets~~on ~~and~~deposit ~~liabilities~~with ~~at the date of these unaudited~~ financial ~~statements~~institutions and ~~the~~highly ~~reported~~liquid ~~amounts~~investments ofwith ~~revenues~~maturities ~~and~~of ~~expenses~~90 ~~during~~days ~~the~~or ~~reporting~~less ~~period.~~to ~~Actual~~be ~~results~~cash ~~could differ from those estimates~~equivalents.

~~Basic~~Foreign ~~and~~Currency ~~Diluted Net Loss Per Common Share (“EPS”)~~Translation

~~Basic~~The ~~net~~Company’s ~~(loss)~~functional ~~per~~and ~~share~~reporting currency is ~~computed by dividing~~ the ~~net~~United ~~(loss)~~States ~~attributable~~dollar. toMonetary ~~the~~assets ~~common~~and ~~stockholders~~liabilities bydenominated ~~the~~in ~~weighted~~foreign ~~average~~currencies ~~number~~are oftranslated ~~common~~in ~~shares~~accordance ~~outstanding~~with ~~during~~ASC ~~the~~830 ~~reporting~~Foreign ~~period.~~Currency ~~Diluted~~Matters, ~~net~~using ~~income~~the ~~per~~exchange ~~common~~rate ~~share~~prevailing ~~includes~~at the ~~potential~~balance ~~dilution~~sheet ~~that~~date. ~~could~~Gains ~~occur~~and ~~upon~~losses ~~exercise~~arising ofon ~~the~~settlement ~~options~~of ~~and~~foreign ~~warrants~~currency todenominated ~~acquire~~transactions ~~common~~or ~~stock~~balances ~~computed~~are ~~using~~included in the ~~treasury~~determination ~~stock~~of ~~method~~income. ~~which~~Foreign ~~assumes~~currency ~~that~~transactions ~~the~~are ~~increase~~primarily undertaken in ~~the~~Canadian ~~number~~dollars. ofDuring ~~shares~~the isyear ~~reduced~~ended byFebruary ~~the~~29, ~~number~~2012, ofthe ~~shares~~Company ~~which~~incurred ~~could~~no ~~have~~foreign ~~been~~currency ~~repurchased~~losses. byThe ~~the~~ Company ~~with~~has ~~the~~not, ~~proceeds~~to ~~from~~ the ~~exercise~~date of ~~the~~these ~~options~~financial ~~and~~statements, ~~warrants~~entered ~~(which~~into ~~were~~derivative ~~assumed~~instruments to ~~have~~offset ~~been made at~~ the ~~average~~impact ~~market price~~ of ~~the~~foreign ~~common~~currency ~~shares during the reporting period)~~fluctuations.

~~F-8~~Comprehensive Income (Loss)

Comprehensive Income (loss) reflects changes in equity that results from transactions and economic events from non-owner sources. At February 2829, ~~2011~~2012 and February 28, ~~2010~~2011, the Company had ~~35,974,520~~no ~~and~~items ~~32,927,000~~that ~~weighted~~represented ~~average~~of ~~common~~comprehensive ~~shares~~income (loss) and 4,~~493~~ therefore,~~000~~ ~~and~~has ~~1,644,000~~not ~~options~~included ~~and~~a ~~warrants~~schedule ~~outstanding~~of comprehensive income (loss) in these unaudited financial statements.

~~Income~~Asset ~~Taxes~~Retirement Obligations

~~The~~Topic ~~Company~~ASC ~~accounts~~410 ~~for~~addresses ~~income~~financial ~~taxes~~accounting inand ~~accordance~~reporting ~~with~~for ~~ASC~~obligations ~~740,~~associated ~~Income~~with ~~Taxes. Under~~ the ~~asset~~retirement ~~and liability method~~ of ~~ASC~~tangible ~~740,~~long-lived ~~deferred tax~~ assets and ~~liabilities~~the ~~are~~associated ~~recognized~~asset ~~for~~retirement ~~the~~costs. ~~future~~Specifically, ~~tax~~ASC ~~consequences~~410 ~~attributable~~requires tothat ~~differences between~~ the ~~financial~~fair ~~statement~~value ~~carrying amounts~~ of ~~existing~~a ~~assets~~liability ~~and~~for ~~liabilities~~an ~~and~~asset ~~their~~retirement ~~respective~~obligation ~~tax~~be ~~bases. Deferred~~recognized ~~tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income~~ in the ~~years~~period in which ~~those~~it ~~temporary~~is ~~differences~~incurred ~~are~~if ~~expected~~a toreasonable beestimate ~~recovered~~of orfair ~~settled~~value can be made. A ~~valuation~~In ~~allowance~~addition, isthe ~~recorded~~asset ~~and~~retirement ~~deducted~~cost ~~from~~is ~~deferred~~capitalized ~~tax~~as ~~assets~~part ~~when~~of the ~~deferred~~asset’s ~~tax~~carrying ~~assets~~value ~~are~~and ~~not~~subsequently ~~expected~~allocated to beexpense ~~realized~~over ~~based~~the onasset’s ~~currently~~useful ~~available evidence~~life. ~~The~~ ~~effect~~At onFebruary ~~deferred~~29, ~~tax~~2012 ~~assets~~ and ~~liabilities~~February of28, a2011, ~~change~~the inCompany ~~tax~~did ~~rates~~not ishave ~~recognized~~any inasset ~~income~~retirement ~~in the period that includes the enactment date~~obligations.

~~Stock-Based~~Financial ~~Compensation~~Instruments

~~Compensation~~Foreign ~~costs~~Exchange ~~attributable to stock options, restricted stock or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.~~ Risk

~~Cash~~The Company may be subject to foreign exchange risk for transactions denominated in foreign currencies. Foreign currency risk arises from the fluctuation of foreign exchange rates and ~~Cash~~the ~~Equivalents~~degree of volatility of these rates relative to the United States dollar. The Company does not believe that it has any material risk due to foreign currency exchange.

~~For~~Fair ~~purposes~~Value of ~~the~~Financial balance sheet and statement of cash flows, the Company considers all amounts on deposit with financial institutions and highly liquid investments with maturities of 90 days or less to be cash equivalents.Instruments

~~Foreign~~The ~~Currency~~Company’s ~~Translation~~financial instruments include cash, accounts payable, accrued administrative fees and accrued professional fees. The fair value of these financial instruments approximate their carrying values due to their short maturities.

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. During the year ended February 28, 2011, the Company incurred no foreign currency losses. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.F-8

~~Comprehensive~~Concentration ~~Income~~of ~~(Loss)~~Credit Risk

~~Comprehensive~~Financial ~~Income~~instruments ~~(loss)~~that ~~reflects~~potentially ~~changes~~subject inthe ~~equity~~Company ~~that~~to ~~results~~significant ~~from~~concentrations ~~transactions~~of ~~and~~credit ~~economic~~risk ~~events~~consist ~~from~~principally ~~non-owner~~of ~~sources~~cash deposits. At February 2829, ~~2011~~2012 and February 28, ~~2010~~2011, any cash held by the Company ~~has~~was noheld ~~items~~in ~~that~~fully ~~represent~~insured aaccounts ~~comprehensive~~in ~~income~~institutions ~~(loss)~~insured ~~and,~~by ~~therefore~~the Federal Deposit Insurance Corporation. As part of its cash management process, ~~has~~the ~~not~~Company ~~included~~performs aperiodic ~~schedule~~evaluations of ~~comprehensive~~the ~~income~~relative ~~(loss)~~credit instanding ~~these~~of ~~unaudited~~its financial ~~statements~~institution. The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on its cash.

~~Asset~~Recent ~~Retirement~~Accounting ~~Obligations~~Pronouncements:

~~Topic~~ASU ~~ASC 410 addresses financial accounting and reporting for obligations associated with the retirement of tangible long~~2011-~~lived assets and the associated asset retirement costs. Specifically~~5, ~~ASC~~Statement ~~410 requires that the fair value~~ of aComprehensive ~~liability~~Income ~~for~~will ~~an asset retirement obligation~~ be ~~recognized~~effective infor the ~~period~~next inreporting ~~which it is incurred if a reasonable estimate of fair value can be made. In addition~~period, but the ~~asset~~guidance ~~retirement~~which ~~cost~~requires iscompanies ~~capitalized~~to aspresent ~~part~~net ofincome ~~the asset’s carrying value~~ and ~~subsequently~~comprehensive ~~allocated~~income toin ~~expense~~one ~~over~~continuous ~~the~~statement ~~asset’s~~or ~~useful~~two ~~life.~~consecutive Atstatements ~~February~~should ~~28,~~have ~~2011~~no ~~and~~impact ~~2010,~~on the Company’s ~~did~~financial ~~not have any asset retirement obligations~~statements.

~~Financial~~The ~~Instruments~~Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

~~Foreign~~NOTE ~~Exchange~~3 ~~Risk~~- LICENSE AGREEMENT

~~F-9~~In September 2008, the Company acquired licensing rights to the THERA MAX® products for a cash payment of $150,000 and the issuance of 15,300,000 shares of common 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 THERA MAX® name in exchange for $75,000. As a result of this modification, we calculated the amortization of the license cost over the new term, as follows:

The Company may be subject to foreign exchange risk for transactions denominated in foreign currencies. Foreign currency risk arises from the fluctuation of foreign exchange rates and the degree of volatility of these rates relative to the United States dollar. The Company does not believe that it has any material risk due to foreign currency exchange.


Original license cost	$	2,353,200
Less: Amortization to 2-29-2012		(348,007)
Remaining cost	$	2,005,193
Add: Modification cost		75,000
Total adjusted cost	$	2,080,193

~~Fair~~The ~~Value~~adjusted cost is being amortized over the 25 year term of ~~Financial~~the ~~Instruments~~modified license commencing August 1, 2009, in equal monthly installments of $7,734.

~~The~~Amortization ~~Company’s~~expense ~~financial~~related ~~instruments~~to ~~include~~the ~~cash,~~license ~~accounts~~was ~~payable~~charged to general and administrative expense prior to the first sales of the product in September 2010 resulting in charges of $38,670 ~~accrued~~to general & administrative ~~fees~~expenses ~~and~~for ~~accrued~~the ~~professional~~year ~~fees~~ended February 28, 2011. Since ~~The~~September ~~fair~~2010, ~~value~~license ofamortization ~~these~~is ~~financial~~charged ~~instruments~~to ~~approximate~~cost ~~their~~of ~~carrying~~sales ~~values~~and ~~due~~$54,138 was charged to ~~their~~cost ~~short~~of ~~maturities~~sales for the year ended February 28, 2011 and $93,206 for the year ended February 29, 2912.

~~Concentration~~NOTE of4 ~~Credit~~- ~~Risk~~RELATED PARTY TRANSACTIONS

~~Financial~~As ~~instruments~~described ~~that~~in ~~potentially~~Note ~~subject~~5, the Company’s indebtedness to ~~significant~~related ~~concentrations~~parties ofaggregates ~~credit~~$867,123 ~~risk~~including ~~consist~~interest ~~principally~~as of ~~cash~~February ~~deposits~~29, 2012. AtWhile ~~February 28~~$612,000 ~~2011~~of ~~and~~that ~~February~~debt ~~28,~~and ~~2010,~~the ~~any~~associated ~~cash~~accrued ~~held~~interest byis ~~the~~convertible ~~Company~~into ~~was~~shares ~~held~~of inthe ~~fully~~Company’s ~~insured~~common ~~accounts~~stock, inthe ~~institutions~~holder ~~insured~~is byrestricted ~~the~~from ~~Federal~~owning ~~Deposit~~greater ~~Insurance~~than ~~Corporation~~4.9% Asof ~~part~~the ofCompany’s ~~its~~common ~~cash~~stock ~~management~~outstanding ~~process,~~by the ~~Company~~terms ~~performs~~of ~~periodic~~the ~~evaluations~~debentures ofand the ~~relative~~conversion ~~credit~~price ~~standing~~is ofrestricted ~~its~~until ~~financial~~October, ~~institution.~~2012 ~~The~~to ~~Company~~a ~~has~~$0.10 ~~not~~conversion ~~experienced~~price ~~any~~floor ~~losses~~pursuant into ~~cash~~an ~~balances~~agreement ~~and~~between ~~does~~the ~~not~~parties. ~~believe~~During itthe isfiscal ~~exposed~~year tothe ~~any~~related ~~significant~~party ~~credit~~converted ~~risk~~$201,750 onof ~~its~~debentures ~~cash~~to 4,902,380 shares.

~~Accounting~~Pursuant ~~Estimates~~to a consulting agreement with a shareholder, the Company was obligated to pay for financial and legal consulting services in the amount of $15,000 monthly effective January 1, 2010 through March 1, 2011. In addition, the Company rented office space at $550 per month from the shareholder. In December 2010, that agreement was terminated and the Company and the shareholder entered into a note agreement in which the Company agreed to pay the then balance due of $30,000 in 5 monthly installments starting January 1, 2011 with interest on the unpaid balance of 6%. The unpaid balance on that note as of February 29, 2012 is $14,550.

~~The~~From ~~preparation~~March of1, ~~these~~2011 ~~unaudited~~through ~~financial~~November ~~statements~~30, in2011the ~~conformity~~Company ~~with~~paid ~~accounting~~monthly ~~principles~~rent ~~generally accepted in the United States~~ of ~~America~~$2,000 ~~requires management~~ to ~~make~~LeadDog ~~estimates~~Capital ~~and~~Markets, assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these unaudited financial statements and the reported amounts of revenues and expenses during the reporting periodLLC. ~~Actual results could differ from those estimates.~~

~~The Company’s financial statements are based on a number of estimates, including an accrual for estimated administrative fees.~~F-9

~~Recent~~NOTE ~~Accounting~~5 ~~Pronouncements:~~- NOTES PAYABLE

InThe ~~October~~Company ~~2009,~~entered ~~the~~into ~~FASB~~notes ~~issued~~payable ~~guidance~~agreements onwith ~~multiple-deliverable~~a ~~revenue~~related ~~arrangements~~party ~~which~~totaling ~~requires~~approximately an$604,000 ~~entity~~and to$686,000 ~~allocate~~as ~~consideration~~of atFebruary ~~the~~29, ~~inception~~2012 ofand anFebruary ~~arrangement~~28, to2011 ~~all~~with ofinterest ~~its~~due ~~deliverables~~under ~~based~~the onnotes ~~their~~aggregating ~~relative~~$205,137 ~~selling~~and ~~prices~~$148,000 respectively. Approximately ~~This~~$605,000 ~~guidance~~of ~~eliminates~~ the ~~use~~related ofnotes ~~the~~payable ~~residual~~are ~~method~~convertible ofinto ~~allocation~~common ~~and~~shares ~~requires~~at ~~allocation~~75% ~~using~~of ~~the~~market ~~relative-selling-~~price ~~method~~per inshare ~~all~~with ~~circumstances~~a inminimum ~~which~~of an$.01 ~~entity~~to ~~recognizes~~a ~~revenue~~maximum ~~for~~of an$.10 ~~arrangement~~per ~~with~~share ~~multiple~~and ~~deliverables.~~if ~~The~~not ~~guidance~~paid isby ~~effective~~the ~~for~~due ~~fiscal~~date, ~~years~~July ~~beginning~~1, on2012 orconvert ~~after~~automatically, ~~June 15~~unless extended, ~~2010~~subject to the 4.9% Werestriction. ~~will~~The ~~adopt~~conversion ~~the~~feature ~~guidance~~of onthese ~~March 1,~~notes ~~2011~~payable ~~and~~has ~~apply~~been itamended ~~prospectively.~~by ~~The~~agreement ~~adoption~~to a minimum of ~~this~~$0.10 ~~guidance~~per isshare ~~not~~through ~~expected~~October to2012. ~~have~~The anotes ~~material~~and ~~effect~~accrued oninterest ~~our~~are ~~financial~~payable ~~position~~at ormaturity ~~results~~and bear an interest rate of ~~operations~~12%.

InAs ~~December 2010, the FASB issued guidance on disclosure~~ of ~~supplementary~~February ~~pro~~29, ~~forma~~2012 information for business combinations which amends and requires additional pro forma disclosure requirements for material business combinations on an individual or aggregate basis including pro forma revenue and earnings of the ~~combined~~Company ~~entity~~is asobligated ifunder ~~the acquisition date(s) had occurred as of the beginning of the comparable prior annual reporting period. This guidance also expands the supplemental pro forma disclosure requirements to include~~ a ~~description~~Line of ~~the~~Credit ~~nature~~totaling ~~and~~$250,000 ~~amount of any material non-recurring adjustments that are directly attributable~~ to ~~the~~unrelated ~~business combination~~parties. The ~~guidance~~note isbears ~~effective~~interest ~~for~~at ~~fiscal~~24 ~~years~~percent ~~beginning~~per ~~on or after December 15~~annum, ~~2010.~~with ~~The~~interest ~~Company~~payable ~~adopted~~monthly ~~this guidance on March 1, 2011~~ and ~~will~~principal ~~apply~~payable itat ~~prospectively.~~maturity

~~NOTE~~The 3Company –also ~~LICENSE~~issued ~~AGREEMENT~~a note for $80,000 with an interest rate of 10% per annum and a note for $14,550 with an interest rate of 6% per annum. This note was sold to third parties and converted to equity as described in Note 11 below.

InNOTE ~~September~~6 ~~2008,~~- ~~the~~OTHER ~~Company~~FINANCING acquired licensing rights to the THERA MAX® products for a cash payment of $150,000 and the issuance of 15,300,000 shares of common stock. In 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 THERA MAX® name in exchange for $75,000. Amortization expense related to the license was charged to general and administrative expense prior to the first sales of the product in September 2010 resulting in charges of $29,965 for the year ended February 2011 and $122,773 for the year ended February 2010. Since September 2010 license amortization is charged to cost of sales and amounted to $54,138 for the year ended February 2011.ARRANGEMENTS

~~F-10~~In December 2010, the Company entered into a master materials acquisition and purchase order assignment agreement with a finance company under which we can request the finance company to acquire materials necessary to manufacture inventory in order to fulfill our orders from customers. The finance company charges 5 % of the material purchase order amount for each transaction for 30 days, plus its expenses related to the transaction. The initial funding limit and term of the agreement is $225,000 and 90 days, each of these terms increase upon satisfactory repayment of advances. The maximum advances permitted will be $1 million and the term can be extended for up to 2 years from the date of the agreement. In connection with the agreement, issued 250,000 shares of our common stock and 200,000 warrants to purchase additional shares of the our common stock for $0.50 per share. Additionally, as additional consideration for funding limit increases, we may issue up to an additional 500,000 shares of common stock and up to 600,000 warrants to purchase additional shares of common stock. This agreement was replaced with a new master materials acquisition and purchase order assignment agreement with a funding limit of $1,000,000 in October 2011. In addition, the finance company approved a working capital line in the amount of $250,000. Further, the finance company received the rights to market the company’s products on DRTV and agreed they could invest as much as $750,000 on the marketing for DRTV. As consideration for this facility the lender received shares and warrants as described below. On February 29, 2012 we had an outstanding balance of $750,238 under the master materials agreement and the working capital line

NOTE 47 –- ~~RELATED~~DEFERRED ~~PARTY~~TAX ~~TRANSACTIONS~~ASSETS

AsThe ~~described~~Company accounts for income taxes in ~~Note~~accordance 5,with accounting standards for Accounting for Income Taxes which require the ~~Company’s~~recognition ~~indebtedness~~of todeferred ~~related~~tax ~~parties~~assets ~~aggregates~~and ~~$834,000,~~liabilities ~~including~~for ~~interest~~both asthe expected impact of ~~February~~differences ~~28,~~between ~~2011.~~the ~~While~~financial ~~$612,000~~statements and tax basis of ~~that~~assets ~~debt~~and liabilities, and for the ~~associated~~expected ~~accrued~~future ~~interest~~tax isbenefit ~~convertible~~to ~~into~~be ~~shares~~derived offrom ~~the~~tax ~~Company’s~~loss ~~common~~and ~~stock~~tax credit carry-forwards. Additionally, the ~~holder~~standards isrequire ~~restricted~~the ~~from~~establishment ~~owning~~of ~~greater~~a ~~than~~valuation ~~9.5%~~allowance ofto reflect the ~~Company’s~~likelihood ~~common~~of ~~stock~~realization ~~outstanding~~of deferred tax assets.

~~Pursuant~~The tofollowing ais ~~consulting agreement with~~ a ~~shareholder,~~schedule ~~the Company was obligated to pay for financial and legal consulting services in the amount~~ of ~~$15,000~~deferred ~~monthly~~tax ~~effective~~assets ~~January~~as 1, 2010. In addition, the Company rented office space at $550 per month from the shareholder. For the nine months ended November 30, 2010 and 2009, the Company incurred consulting and rent expenses related to these agreements of ~~$116,000~~February ~~and $68~~29,~~000,~~ ~~respectively. In December 2010~~2012, ~~the Company~~ and ~~the~~February ~~shareholder entered into a note agreement in which the Company agreed to pay the balance due of $30~~28,~~000~~ ~~in 5 monthly installments starting January 1,~~ 2011 ~~with interest on the unpaid balance of 6%.~~:

During the quarter ended February 28, 2010, the former officers and directors, as well as certain shareholders, agreed, as part of the transfer of control of the Company reported on Form 14f filed with the SEC on February 28, 2010, to forgive certain indebtedness owed to them by the Company, and also agreed to pay certain outstanding payables due as of February 28, 2010. The payment of the accounts payable was treated as a contribution to capital when completed during the year ended February 28, 2010, and the forgiveness of debt in the total amount of $45,320 has been treated as debt forgiveness income in the accompanying financial statements.


		February 29, 2012		February 28, 2011
Net operating loss	$	3,636,992	$	1,800,000
Future tax benefit at 34%		1,236,577		612,000
Less: Valuation allowance		(1,236,577)		(1,400,000)
Net deferred tax asset	$	--	$	--

~~NOTE~~The 5valuation –allowance ~~NOTES~~changed ~~PAYABLE~~by approximately $624,577 during the year ended February 29, 2012.

~~The~~Under ~~Company~~Sections ~~has~~382 ~~entered~~and ~~into~~269 ~~notes~~(the ~~payable~~‘shell ~~agreements~~corporation’ ~~with~~rule) aof ~~related~~the ~~party~~Internal ~~totaling~~Revenue ~~$686~~Code,~~000~~ asfollowing ofan ~~February~~“ownership 28change,” ~~2011~~special ~~with~~limitations ~~interest~~(“Section ~~due~~382 ~~under~~Limitations”) ~~the~~apply ~~notes~~to ~~aggregating $148,000. Approximately $605,000 of~~ the ~~related~~use ~~notes~~by ~~payable~~a ~~are~~corporation ~~convertible~~of ~~into~~its ~~common~~net ~~shares~~operating atloss, ~~75%~~or ofNOL, ~~market~~carry-forwards ~~price~~arising ~~per~~before ~~share~~the ~~with~~ownership achange ~~minimum~~and ofvarious ~~$.01~~other tocarry-forwards ~~a maximum~~ of ~~$.10~~tax ~~per~~attributes ~~share~~(referred ~~and~~to ifcollectively ~~not~~as ~~paid by~~ the ~~due~~‘Applicable ~~date,~~Tax ~~July 1, 2011, convert automatically~~Attributes’). The ~~notes~~Company ~~and~~had ~~accrued~~NOL ~~interest~~carry-forwards ~~are~~due ~~payable~~to athistorical ~~maturity~~losses ~~and~~of ~~bear~~approximately ~~interest~~$3,636,992 ~~rates~~at ofAugust 1231, ~~or 16%~~2011.

~~As of February 28, 2011, the Company is obligated under outstanding promissory notes totaling $250,000 to unrelated parties. The notes bear interest at~~ F-10 or 12 percent per annum, with interest payable monthly and principal payable at maturity. In connection with the note issuances, the Company also agreed to issue the note holders a total of 500,000 shares of common stock and 200,000 warrants to purchase common stock at $1.25 per share for five years from date of grant.. A discount of $75,000 based upon the estimated relative fair values of the warrants was recorded as reduction of the debt and is being amortized over the life of the loans using the straight line method which approximates the effective interest method. During the year ended February 28, 2011 the Company amortized $59,000 of the discount to interest expense. One note for $80,000 is collateralized by receivables to be generated from one customer and one note for $50,000 is secured by an obligation to issue 1 million shares of the Company’s common stock if payment is not made by the due date.

~~During~~The ~~the~~Company ~~year~~has ~~ended~~adopted ~~February 28, 2011,~~ the ~~Company~~provisions ~~also issued promissory notes totaling $365,000 to unrelated parties. All~~ of ~~the~~FASB ~~notes~~ASC ~~were payable six months from issuance with interest at 16 percent per annum~~740-10-25. In ~~connection~~As ~~with~~a ~~the~~result ~~note~~of ~~issuances~~its implementation, the Company ~~issued~~performed ~~the note holders~~ a ~~total~~comprehensive ofreview ~~297,500 shares~~ of ~~common~~its ~~stock.~~uncertain ~~The~~tax ~~notes~~positions ~~also~~in ~~had~~accordance awith ~~conversion~~recognition ~~rights~~ and ~~holders~~measurement ofstandards ~~indebtedness~~established ~~aggregating~~by ~~$125,000~~FASB ~~converted~~ASC ~~debt for 250,000 shares~~740-10-25. ~~Holders~~ ofIn ~~notes~~this ~~totaling $215~~regard,~~000~~ ~~had~~an ~~the~~uncertain ~~right~~tax toposition ~~convert~~represents ~~their~~the ~~notes~~Company’s atexpected ~~$.30~~treatment ~~per~~of ~~share.~~a ~~The~~tax ~~conversion~~position ~~rate~~taken ~~was~~in ~~favorable~~a toprepared ~~market~~ and ~~the~~filed ~~Company~~tax ~~credited paid in capital $129~~return,~~000~~ ~~for~~or ~~the~~expected ~~beneficial~~to ~~conversion~~be ~~feature. A~~taken ~~discount~~in ofa ~~$217~~tax return,~~000~~ ~~based~~that onhas ~~the~~not ~~estimated~~been ~~relative~~reflected ~~fair~~in ~~value~~measuring ofincome ~~the~~tax ~~debt~~expense ~~and~~for ~~the~~financial ~~shares and~~reporting ~~the~~purposes. ~~beneficial~~The ~~conversion~~Company ~~feature~~does ~~was~~not ~~recorded~~expect asany areasonably ~~reduction~~possible ofmaterial ~~debt~~changes ~~for~~to the ~~shares~~estimated ~~issued. This~~amount ~~discount~~of ~~was~~liability ~~amortized~~associated ~~over~~with ~~the~~uncertain ~~life~~tax ofpositions ~~the~~through ~~loans~~February ~~using~~29. ~~the~~2012. ~~straight~~The ~~line~~Company’s ~~method~~continuing ~~which~~policy ~~approximates~~is ~~the~~to ~~effective~~recognize accrued interest ~~method.~~and ~~The~~penalties ~~Company~~related ~~redeemed~~to ~~the~~income ~~$215,000~~tax ofmatters ~~notes not converted~~ in ~~November~~income ~~2010~~tax expense.

FNOTE 8 -11 WARRANTS AND OPTIONS

~~NOTE~~During 6the year ended February 29, 2011, the Company granted 88,000 warrants as a result of a private placement of units consisting of two shares of common stock and a warrant to purchase a share of common stock at $1.25. In October 2011 the Company issued 3,017,140 warrants to purchase common stock at a price of $0.05 to a lender as part of a financing agreement. These warrants are non-dilutable ~~OTHER~~over ~~FINANCING~~their ~~ARRANGEMENTS~~five year life. Additionally the Company granted 1,650,000 options to various lenders for modifications of loan agreements. During the year the Company issued 12,400,000 immediately vested five year options to purchase common stock to various directors, consultants and advisors for services. These options were issued at various exercise prices from $0.04 to $1.43. As a result of the granting of these options the Company charged a total of $1,141,750 to sales and marketing expenses and $8,429,000 to general and administrative expenses. Amounts charged were based upon the fair value of the options on date of grant determined using the Black-Sholes Option Pricing Model.

In ~~December~~September ~~2010,~~2011 the ~~Company~~Board ~~also~~of ~~entered~~Directors ~~into~~authorized athe ~~master~~repricing ~~materials~~the ~~acquisition~~exercise ~~and~~price ~~purchase~~of ~~order~~4,450,000 ~~assignment~~options ~~agreement~~previous ~~with~~granted ato ~~finance~~directors, ~~company~~consultants ~~under~~and ~~which~~advisors ~~the~~from ~~Company~~$1.43 ~~can~~per ~~request~~share ~~the finance company~~ to ~~acquire~~$0.25 ~~materials~~per ~~necessary~~share. No toother ~~manufacture~~terms ~~inventory~~of ~~in order to fulfill~~ the ~~Company’s~~options ~~orders~~were ~~from customers~~changed. ~~The~~ As ~~finance~~a ~~company~~result ~~charges~~of 5this %repricing of the ~~material~~Company ~~purchase~~charged ~~order amount for each transaction for 30 days~~$41,250 ~~plus its expenses related~~ to ~~the~~sales ~~transaction. The~~and ~~initial~~marketing ~~funding~~expense ~~limit~~ and ~~term of the agreement is~~ $~~225~~181,~~000~~250 ~~and~~to 90general ~~days,~~and ~~each~~administrative ofexpenses ~~these~~based ~~terms increase~~ upon ~~satisfactory~~the ~~repayment~~fair value of ~~advances. The~~the ~~maximum~~options ~~advances~~immediately ~~permitted~~before ~~will be $1 million~~ and ~~the~~after ~~term can be extended for up to 2 years from~~ the date of the ~~agreement~~repricing. In ~~connection~~February ~~with~~2012 the ~~agreement,~~Board ~~the~~of ~~Company~~Directors isapproved ~~required~~the torepricing ~~issue~~of ~~250,000~~exercise ~~shares~~price of ~~the Company’s common stock and 200~~1,500,000 warrants topreviously ~~purchase~~granted ~~additional~~to ~~shares~~a oflender ~~the~~from ~~Company’s~~$1.43 ~~common~~per ~~stock~~share ~~for~~to $0.5004 ~~per share~~cents. ~~Additionally,~~ The ~~as additional consideration for funding limit increases, the~~ Company ~~may~~took ~~issue~~a upcharge ~~to an additional 500,000 shares~~ of ~~common stock and up to 600~~$60,000 ~~warrants~~reflecting tothe ~~purchase~~fair ~~additional~~value ~~shares~~ of ~~common~~the ~~stock. On~~warrants ~~February~~immediately ~~28,~~before ~~2011~~and after the ~~Company~~date ~~had an outstanding balance~~ of ~~$241,000~~the ~~under this agreement~~repricing.

~~NOTE~~During 7the -year ~~MINERAL~~the ~~RIGHTS~~Board of Directors cancelled 1,500,000 options previously granted to a consultant who was no longer affiliated with the Company.

~~On January 30, 2006, the Company staked a mineral claim near Atlin, British Columbia, Canada, comprising an area of 410.65 hectares.~~ The ~~Company~~following istable ~~required~~summarizes ~~to incur approximately $2,600 (CDN$2,997) on or before January 30, 2010 and each year thereafter in exploration expenditures or pay~~ the ~~equivalent sum in cash in lieu of work, in order to retain title to the claims. In January 2008, the~~ Company paid $1,635 (CDN$1,643) in cash to the Province of British Columbia, in lieu of work, to retain title to the claims until January 30, 2009 and on January 5, 2009, the Company registered $12,000 CDN in exploration work performed on its unproved mineral properties with the Government of British Columbia, which extend the Company’s ~~title~~warrant ~~to the claims until January 30, 2012. In February 2011 the Company determined that the cost of maintaining the claim was not justified given the potential value of the claim~~ and ~~the~~option ~~change~~activity infor the ~~primary~~periods ~~business of the Company. Consequently the Company charged the $7,349 of mineral rights to general and administrative expense and no longer maintains any claim to the mineral rights.~~presented:

NOTE 8 – DEFERRED TAX ASSETS


	Number of Options and Warrants		Weighted Average Exercise Price Per Share
Outstanding at February 29, 2011		3,953,000		0.62
Granted		17,155,140		0.18
Cancelled/forfeited		1,500,000		-
Expired		-		-
Exercised		-		-
Outstanding at February 29, 2012		19,168,140	$	0.30

~~At February 28, 2011, the Company had net operating loss (NOL) carry~~F-forwards available to offset future taxable income of approximately $1.8 million including approximately $104,000 from Kushi Resources, Inc. at date of the merger. The utilization of the NOL carry-forwards is dependent upon the tax laws in effect at the time the NOL carry-forwards can be utilized. It is also likely that utilization of the NOL carry-forwards are limited based on changes in control from the merger. A valuation allowance of $1.4 million ($474,00 in 2010) has been recorded against the deferred tax asset due to the uncertainty surrounding its realization caused by the Company’s recurring losses. The NOL carry-forwards will expire from 2020 through 2030.11

~~NOTE~~The 9following –table ~~WARRANTS~~summarizes ~~AND~~information ~~OPTIONS~~about outstanding warrants and options for common stock at February 29, 2012:

On September 1, 2008, the Company issued 400,000 warrants expiring on September 1, 2011, exercisable at $0.01. On October 29, 2009, the Company issued 150,000 warrants expiring on October 29, 2012, 2011, exercisable at $0.01. From October 2009 through February 2010, the Company issued warrants in connection with subscriptions of its common stock – 1 warrant to buy 1 share for each two shares subscribed. Under these arrangements, 269,000 warrants expiring three years from issuance were issued and were exercisable at $1.25. From March 2010 through February 2011, the Company issued warrants in connection with subscriptions of its common stock – 1 warrant to buy 1 share for each two shares subscribed. Under these arrangements, 999,000 warrants expiring three years from issuance were issued and were exercisable at $1.25.


Range of Exercise		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercised	Average Exercise Price
$	0.04		1,875,000		4.22		$0.05	0		n/a
$	0.05		3,017,140		4.60		$0.05	0		n/a
$	0.10		300,000		2.70		$0.10	0		n/a
$	0.14		2,300,000		4.34		$0.14	0		n/a
$	0.20		825,000		2.78		$0.20	0		n/a
$	0.25		7,125,000		4.21		$0.25	0		n/a
$	0.35		300,000		2.92		$0.35	0		n/a
$	0.50		1,500,000		3.39		$0.50	0		n/a
$	0.64		800,000		4.14		$0.64	0		n/a
$	1.25		1,566,000		1.72		$1.25	0		n/a

FNOTE 9 -12 COMMON STOCK

~~Effective~~During ~~January~~the 6,fiscal ~~2010,~~year ~~the~~ended ~~Company~~February ~~granted~~29, ~~various~~2012 ~~individuals~~the ~~and~~Company ~~consultants~~issued ~~825~~166,000 ~~options~~shares toof ~~acquire~~common ~~additional~~stock ~~shares~~as ~~for~~ a ~~three~~result ~~year~~of ~~period~~a atprivate ~~the~~placement ~~closing~~of ~~market~~units ~~price~~consisting onof ~~the~~two ~~date~~shares of ~~the~~common ~~merger,~~stock ~~which~~and ~~the~~a ~~Company~~warrant ~~has~~to ~~estimated~~purchase asa ~~$0.20 per~~ share~~. The~~ ~~Company~~of ~~estimated~~common ~~the~~stock ~~fair value~~ at ~~the~~$1.25. ~~grant~~Additionally ~~date based on~~ the ~~Black~~Company ~~Scholes~~issued ~~option pricing model~~4, ~~using 6% as the risk free rate and 291% as the expected volatility. Accordingly~~902,380 ~~the~~shares ~~Company recognized $165,000~~ of ~~consulting~~common ~~expense~~stock in ~~the~~conjunction ~~statements of operations and $165,000 of additional paid in capital in the balance sheets in connection~~ with ~~this issuance. On July 20, 2010 the Company granted~~ various ~~directors,~~debt ~~individuals~~conversions. ~~and~~Additionally ~~consultants options for a five year period to acquire 1~~3,~~500~~000,000 shares of common stock atwere ~~the~~issued ~~then~~in ~~fair~~settlement ~~market value~~ of ~~$0.50~~a ~~per~~note ~~share~~payable. ~~The Company recognized $693~~ 2,~~000~~708,535 inshares ~~sales~~of ~~and~~common ~~marketing~~stock ~~and~~were ~~general~~issued ~~and administrative expense~~ in ~~connection~~conjunction with ~~the~~various ~~issuance~~debt ~~of these options~~financings. ~~During~~ The ~~the fiscal year ended February 28, 2011 the~~ Company also ~~issued~~awarded ~~150~~11,~~000~~196,068 ~~warrants~~shares toof ~~acquire~~ common stock ~~over~~to ~~three~~directors, ~~years~~consultants ~~for~~and aother ~~price~~service ~~of $0~~providers.35 ~~per~~As ~~share~~a ~~and 200~~result,~~000~~ ~~warrants~~there towere ~~acquire~~60,559,483 common ~~stock~~shares ~~over~~outstanding ~~three~~at ~~years~~February ~~for~~29, ~~a price of $1~~2012.~~25 per share to lenders in return for making loans to the Company. Please see Note 5 - Note Payable for an explanation of the accounting for these warrants.~~

~~Information~~NOTE ~~regarding~~10 ~~warrants~~- ~~and~~SUBSEQUENT ~~options to purchase common shares is summarized below:~~EVENTS

	Number of Options and Warrants		Weighted Average Exercise Price Per Share
Outstanding at February 28, 2009		400,000	$	0.01
Granted		1,244,000		0.40
Cancelled/forfeited		-		-
Expired		-		-
Exercised		-		-
Outstanding at February 28, 2010		1,644,000		0.31
Granted		2,849,000		0.81
Cancelled/forfeited		-		-
Expired		-		-
Exercised		-		-
Outstanding at February 28, 2011		4,493,000	$	0.62

A holder of convertible debt sold its $80,000 debenture in April, 2012 to third parties who then converted it to equity in exchange for five million and three hundred thousand shares.

~~The~~From ~~following~~the ~~table~~beginning ~~summarizes~~of ~~information~~the ~~about~~first ~~outstanding~~quarter ~~warrants~~of ~~and~~our ~~options~~Fiscal Year 2013, our consultants received little or no payment for ~~common~~services ~~stock~~previously atrendered ~~February~~since 28we were without the funds to pay them the amounts due. We are in discussions with a number of our creditors, ~~2011:~~some of whom have threatened to commence collection activities.

Range of Exercise		Number Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number Exercised	Average Exercise Price
$	0.01		550,000		1.28		n/a	0		n/a
$	0.20		825,000		3.78		n/a	0		n/a
$	0.35		150,000		2.70		n/a	0		n/a
$	0.50		1,500,000		4.39		n/a	0		n/a
$	1.25		1,468,000		2.44		n/a	0		n/a

At its May 22, 2012 Meeting, the Board approved Mr. Dean Blechman joining as an advisor, with his focusing on Sales and Marketing. Furthermore the Board of Directors appointed Thomas Kelly and Pasquale Petruzzo as Directors of the Company and then Dr. Phillip Forman, Richard Rifenburgh, Boris Rubizhevsky and Barry Saxe resigned as Directors. Mr. Mark Shooman also resigned as Chief Financial Officer. Mr. Hickel has agreed, as of May 22, 2012, as part of the management changes contemplated in the Company, to voluntarily resign at the conclusion of a 90 day period, when a new CEO is in place. FSR’s compensation for his services for that 90 day period is $10,000.

~~NOTE 10~~ F- ~~COMMON STOCK~~12

During the fiscal year ended February 28, 2010, the Company issued 8,368,000 shares of common stock to effect the 2.6 for 1 forward split of the 5,230,000 shares of common stock of Kushi Resources, Inc. then outstanding. The Company also issued a total of 538,000 shares of common stock and 269,000 two-year warrants to acquire common shares at $1.00 per share, for a total of $269,000 in cash. As a result, there were 32,927,500 common shares outstanding at February 28, 2010.SIGNATURES

~~During~~Pursuant ~~the~~to ~~fiscal year ended February 28, 2011~~ the ~~Company~~requirements ~~issued 1,150,000 shares and is obligated to issue [] shares~~ of ~~common~~Section ~~stock~~13 asor a15(d) ~~result~~ of athe ~~private~~Securities ~~placement~~Exchange ofAct ~~units consisting~~ of ~~two~~1934, ~~shares~~the ofregistrant ~~common~~has ~~stock~~duly ~~and~~caused athis ~~warrant~~report to ~~purchase~~be asigned ~~share~~on ofits ~~common~~behalf ~~stock~~by ~~at $1.25. Additionally~~ the ~~Company issued 602~~undersigned,~~500~~ ~~shares~~thereunto ofduly ~~common stock in conjunction with various debt financings~~authorized. ~~The Company also awarded 2,575,000 shares of common stock to directors and consultants. As a result, there were 38,784,500 common shares outstanding at February 28, 2011.~~

NOTE 11 - SUBSEQUENT EVENTS


			THERABIOGEN INC.



Date:	June 13, 2012	By:	/s/ Kelly T. Hickel
			KELLY T. HICKEL
			President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Director

			(Principal Executive Officer and Principal Accounting
			Officer)

OnPursuant ~~March~~to ~~10, 2011,~~ the ~~Board~~requirements of ~~Directors appointed Dr. Phillip Forman as~~ the ~~Secretary,~~Securities ~~Chief~~Exchange ~~Compliance~~Act ~~Officer and member~~ of ~~the~~1934, ~~Board~~this ofreport ~~Directors~~has ofbeen ~~the~~signed ~~Company. On~~below ~~that~~by ~~same date,~~ the ~~Board~~following ofpersons ~~Directors~~on ~~also~~behalf ~~appointed Mr. Richard Rifenburgh as a member~~ of the ~~Board~~registrant ofand ~~Directors~~in of the ~~Company~~capacities and ~~Chairman~~on of the ~~Compensation~~dates ~~Committee~~indicated.

F-13


Date:	June 13, 2012	By:	/s/ Kelly T. Hickel
			KELLY T. HICKEL
			President, Treasurer, Chief Executive Officer

			/s/ Thomas Kelley
			THOMAS KELLEY
			Director

			/s/ Pasquale Petruzzo
			PASQUALE PETRUZZO
			Director

~~SIGNATURES~~24

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

			THERABIOGEN INC.
Date:	June 15, 2011	By:	/s/ Kelly T. Hickel
			KELLY T. HICKEL
			President, 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 registrant and in the capacities and on the dates indicated.

Date:	June 15, 2011	By:	/s/ Kelly T. Hickel
			KELLY T. HICKEL
			/s/ Boris Rubizhevsky
			BORIS RUBIZHEVSKY
			/s/ Barry Saxe
			BARRY SAXE
			/s/ Richard Rifenburgh
			Richard Rifenburgh

Filing Compare · TheraBiogen, Inc.