UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~November~~May 3031, ~~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.)
4400 Route 9 South, Suite 1000
PO Box 296
Freehold, NJ	07728
Manalapan, NJ	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:

120 Wall Street, Suite 2401

New York, NY 10005

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[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 (§. 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 [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “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 [xX] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

As of ~~January~~July 623, 2012, we had 5772,~~559~~162,~~477~~810 shares of common stock outstanding.

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	4
Condensed Balance Sheets - at November 30, 2011 (unaudited) and February 28, 2011	4
Condensed Balance Sheets - at May 31, 2012 (unaudited) and February 29, 2012	4
Condensed Statements of Operations for the three months and nine months ended November 30, 2011 and 2010 (unaudited)	5
Condensed Statements of Operations for the three months ended May 31, 2012 and 2011 (unaudited)	5
Condensed Statements of Cash Flows for the nine months ended November 30, 2011 and 2010 (unaudited)	6
Condensed Statements of Cash Flows for the three months ended May 31, 2012 and 2011 (unaudited)	6
Notes to the Condensed Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3. Quantitative and Qualitative Disclosures About Market Risk	1917
Item 4. Controls and Procedures	1917
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2119
Item 1A. Risk Factors	2119
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2119
Item 3. Defaults Upon Senior Securities	2119
Item 4. (Removed and Reserved)	2119
Item 5. Other Information	2119
Item 6. Exhibits	2120
Signatures	2221

PART I.

ITEM 1. FINANCIAL STATEMENTS

THERABIOGEN, INC.

CONDENSED BALANCE SHEETS

	November 30, 2011		February 28,2011
	May 31,2012		February 29,2012
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~75,947~~166	$	-290
Deposits		~~185~~10,~~627~~437		359,~~231~~627
Gross Accounts receivable		424,404		154,230
Accounts receivable		617		1,921
Less:
Inventory		441,651		441,880
Loan value of receivables sold with recourse		(293,636)		-
Prepaid expenses		16,282		16,282
Due from affiliate		1,026		1,026
Total current assets		469,153		470,000
Note and interest receivable - related party		-		12,252
Inventory		138,481		149,394
Prepaid expenses		3,262		-
Total current assets		535,111		352,133
Other assets:
License, net of amortization of $324,706 and $254,801		2,103,494		2,173,399
License, net of amortization of $371,309 and $348,007		2,056,891		2,080,193
Deferred financing costs		42,642		74,624
Goodwill		101,183		101,183
Total other assets		2,~~204~~200,~~677~~716		2,~~274~~256,~~582~~000
Total assets	$	2,~~739~~669,~~788~~869	$	2,~~626~~726,~~715~~000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current liabilities:
Accounts payable (including $0 and $5,000 payable to related party)	$	1,009,731	$	208,585
Accounts payable and other accrued liabilities	$	756,801	$	632,169
Accrued interest		185,125		152,904
Accrued rebates		440,527		441,771
Accrued expenses		144,410		2,888
Accrued interest		279,761		263,070
Notes payable-related parties		~~645~~525,~~770~~489		~~685~~604,~~607~~054
Notes payable - net of discount of $207,177 and $47,469		212,433		422,040
Notes payable - net of discount of $100,572		820,254		744,216
Total current liabilities		2,~~197~~822,~~469~~832		12,~~472~~685,~~024~~280
Other liabilities:
Liability for unissued common stock		5,000		~~136~~5,000
Total Liabilities		2,~~202~~827,~~469~~832		12,~~608~~690,~~024~~280
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 150,000,000 shares authorized, 57,559,477 and 38,784,500 issued at November 30, 2011 and February 28, 2011		57,559		38,785
Common stock, $0.001 par value, 150,000,000 shares authorized, 71,392,815 and 61,059,483 issued at May 31, 2012 and February 29, 2012		71,393		61,059
Additional paid-in capital		21,~~154~~627,~~379~~646		621,~~228~~380,~~787~~879
Accumulated deficit		(2021,~~674~~857,~~619~~002)		(521,~~248~~406,~~881~~218)
Total stockholders’ equity		~~537~~(157,~~319~~963)		135,~~018,691~~720
Total liabilities and stockholders’ equity	$	2,~~739~~669,~~788~~869	$	2,~~626~~726,~~715~~000

The accompanying notes are an integral part of these financial statements

THERABIOGEN, INC.

CONDENSED STATEMENT OF OPERATIONS

(unaudited)

	For the three months ended November 30,		For the nine months ended November 30,
	For the three months ended May 31,
	2011	2010	2011	2010
	2012	2011
SALES - net	~~$ 693~~(1,~~176~~241)	~~$ 278~~4,~~512~~213	~~$ 902,298~~	~~$ 278,512~~
EXPENSES
Cost of goods sold	~~615,030~~229	~~328~~52,~~493~~860	~~776,291~~	~~328,493~~
Marketing and sales	~~496~~42,~~145~~023	~~127~~1,~~377~~704,705	~~2,322,296~~	~~336,395~~
General and administrative	~~705~~300,~~073~~283	~~224~~11,~~629~~549,721	~~12,776,357~~	~~2,425,091~~
Total expenses	1342,~~816,248~~535	~~680~~13,~~499~~307,286	~~15,874,944~~	~~3,089,979~~
OPERATING LOSS	(1,123,072)	(401,987)	(14,972,646)	(2,811,467)
	(343,776)	(13,303,073)
Other income (expense):
OPERATING LOSS
Interest expense	(239,667)	(242,132)	(453,093)	(334,046)
Other income (expense):
Total other income (expense)	(239,667)	(242,132)	(453,093)	(334,046)
Interest expense	(107,008)	(88,968)
NET (LOSS)	$(1,362,739)	$ (644,119)	$(15,425,739)	$(3,145,513)
Total other income (expense)	(107,008)	(88,968)
Net loss per share- basic and diluted	$ (0.03)	$ (0.02)	$ (0.35)	$ (0.09)
NET (LOSS)	$(450,784)	$(13,392,041)
Weighted average common shares outstanding
Net loss per share- basic and diluted	$ (0.01)	$ (0.33)
Basic and diluted	51,219,026	37,277,991	44,398,856	34,806,357
Weighted average common shares outstanding
Basic and diluted	65,838,468	40,696,009

The accompanying notes are an integral part of these financial statements

THERABIOGEN, INC.

CONDENSED STATEMENT OF CASH FLOWS

(unaudited)

	Nine months ended
	Three months ended
	November 30,
	May 31,
	2011		2010
	2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15450,~~425,739~~784)	$	(313,~~145~~392,~~513~~041)
Adjustments to reconcile to net cash used by operating activities:
Amortization expense		6923,~~905~~302		6923,~~606~~301
Stock issued for services		~~2,681,289~~-		-2,174,961
Warrants and options issued for services		1160,~~503,050~~000		110,~~843~~806,~~000~~800
Amortization of debt discount		7831,~~794~~982		~~238~~37,~~008~~658
Changes in assets and liabilities:
Accounts receivable		~~(412~~1,~~014)~~304		(922,~~810)~~349
Inventory		~~10,913~~229		(~~128~~62,~~200~~757)
Accrued interest receivable		-		(459)
Deposits		(810)		35,231
Deposits		(150,396)		-
Accrued Rebates		(1,244)		-
Prepaid expenses		(3,262)		-
Accounts payable/Accrued Expenses		274,271		164,019
Accounts payable		568,090		175,555
Accrued interest payable		16,691		22,067
Accrued interest payable		200,749		75,766
Payroll Taxes Payable		-		(938)
Accrued expenses		141,523		-
Net cash used by operating activities		(45,059)		(169,350)
Net cash used by operating activities		(737,098)		(882,047)
CASH FLOWS FROM INVESTING ACTIVITIES
Note and interest receivable		~~12,252~~-		-12,252
Advance to affiliate		-		-
Net cash provided by investing activities		~~12,252~~-		-12,252
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		~~83,000~~-		~~608~~83,~~751~~000
Proceeds from notes payable		~~663~~44,~~000~~935		~~495~~20,~~000~~241
Issuance of debt		-		-
Proceeds from notes payable - related parties		-		53,896
Exercise of stock warrants		-		400
Net cash provided by financing activities		44,935		157,137
Payment of notes payable		-		(237,166)
Net increase in cash		(124)		39
Payment of debt		(10,000)		-
Cash and cash equivalents, beginning of period		290		0
Payment of note payable - related party		(5,000)		(9,500)
Cash and cash equivalents, end of period	$	166	$	39
Proceeds from notes payable - related parties		69,793		57,107
Net cash provided by financing activities		800,793		914,592
Net increase in cash		75,947		32,545
Cash and cash equivalents, beginning of period		-		4,137
Cash and cash equivalents, end of period	$	75,947	$	36,682
SUPPLEMENTAL CASH FLOW INFORMATION
Noncash transactions:
Debt discount/deferred finance costs credited to equity	$	~~285,971~~-	$	-37,358
Issue shares to satisfy liability for shares	$	~~131,000~~-	$	-131,000
Conversion of debt to equity	$	~~260~~197,~~056~~100	$	-20,000
Common stock issued for extinguishment of debt	$	-	$	125,000
Accounts payable capitalized into notes payable	$	70,000	$	-
Inventory and deposits financed through materials requisition agreement	$	1,041,901	$	-
Amounts advanced for materials requisition from factor	$	1,285,132	$	-
Accrued interest capitalized to notes payable	$	131,655	$	-

The accompanying notes are an integral part of these financial statements

THERABIOGEN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Nature of Operations

TheraBiogen, Inc., (formerly Kushi Resources, Inc., (~~“Kushi”)) (~~the “Company”) was incorporated on October 3, 2005, under the laws of the State of Nevada.

In November, 2009, the Company entered into an Agreement 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.

In July 2008, Former TheraBiogen entered into an exclusive licensing agreement with 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, and as a result of a subsequent transaction, in July 2009, the Company has the rights for all areas of the world for twenty-five years. THERA MAX® Cold Relief and THERA MAX® Flu Relief are now marketed as a single product, THERA MAX® Cold and Flu Relief. The principal of Nasal Therapeutics, Inc., Dr. Charles Hensley had also developed the ZICAM® homeopathic nasal product.

~~The~~We ~~Company’s~~are ~~principal~~a ~~business~~developer ~~activity~~and ~~prior~~manufacturer toof over-the-counter ~~merger~~homeopathic ~~was~~pharmaceutical products which aid in the ~~acquisition~~relief of various symptoms and ~~exploration~~illnesses. ofWe ~~mineral~~have ~~resources~~products for which we licensed the formulation from a third party as described elsewhere in ~~northern~~this ~~British~~document. ~~Columbia,~~We ~~Canada~~sell those products to the consumer through third parties. ~~The~~ ~~Company~~Our ~~has~~typical ~~determined~~client ~~that~~is ita ~~will~~pharmaceutical noretail ~~longer~~chain ~~pursue~~or a grocery retail chain. We advertise and promote our products to our ultimate consumer customer through our retail client or directly to the ~~mineral~~consumer. ~~resources~~Our ~~business~~retail clients often requires in-store promotions, advertising and ~~has~~placement ~~written~~discounts ~~off~~and ~~all~~rebates ~~assets~~for ~~associated~~the ~~with~~consumer, ~~that~~all ~~activity~~funded by us. In addition, we have advertised through radio, TV and online through social media channels.

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. The 2011-2012 cold and flu season was unusually mild, significantly diminishing the demand for our product. As a result, the sales we experienced in our retailer’s outlets were much lower than we expected and this has led to a change in our business strategy. Furthermore, as a result of the growth of Social Media and online marketing we are contemplating a modification of our strategy wherein we would focus our primary strategy on online direct-to-consumer marketing. In this modification to our Business Model, we would advertise through Social Media sites, invest in Search Engine Optimization (SEO) marketing to drive consumers to our website where they would be able to purchase our products directly from us. This strategy is expected to deliver enhanced sales and gross margins since we will be selling at retail, not wholesale.

An additional modification to our business model is that we would add more products to the THERA MAX™ product line, whether developed internally or acquired or licensed from others. To that end, we have developed THERA MAX™ Sore Throat Relief which we plan to introduce to the market this year in addition to the existing THERA MAX™ Cold and Flu relief, THERA MAX™ Allergy Relief and the recently announced THERA MAX™ Migraine Relief.

Basis of Presentation and Going Concern

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 and may not attain profitable operations within its first few business operating cycles, 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 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 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.

Interim financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X, as appropriate. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements for the interim period, have been included.

Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year.

~~The~~These interim condensed ~~balance~~financial ~~sheet~~statements atshould ~~February~~be ~~28,~~read ~~2011~~in ~~has~~conjunction ~~been~~with ~~derived from~~ the Company’s audited financial statements atand ~~that~~notes ~~date~~for ~~but~~the ~~does~~period ~~not~~ended ~~include~~February ~~all~~29, ~~the~~2012 ~~information~~filed ~~and~~with ~~footnotes~~the ~~required~~Securities byand ~~generally~~Exchange ~~accepted~~Commission ~~accounting~~on ~~principles~~Form ~~for~~10-K/A ~~complete~~on ~~financial~~July ~~statements~~18, 2011.

These interim condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes for the period ended February 28, 2011 filed with the Securities and Exchange Commission on Form 10-K/A on July 1, 2011.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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 allowance for sales incentives, promotional allowances and returns ~~will~~reflects ~~reflect~~ our historical experience and will be reviewed regularly to ensure that it reflects potential chargebacks from customers. The allowance as of ~~November~~May 3031, ~~2011~~2012 is based upon our experience through ~~November~~July ~~30,~~ 2011. 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 of finished goods and components purchased from suppliers and delivered to the Company’s contract manufacturer of the THERA MAX® products. Inventory is carried at the lower of cost or market on a first in, first out basis.

License Agreement

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 goods sold. Prior to the initiation of sales during the third quarter of 2010 amortization expense had been charged to general and administrative expense. The Company evaluates for impairment when events and circumstances warrant in accordance with Financial Accounting Standards Board “(FASB”) Accounting Standards Codification (“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

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 goodwill and the carrying amount of the reporting unit.

Fair Value of Financial Instruments

The 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:

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

Level 2 -- inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

Level 3 -- unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits in bank accounts insured by the FDIC. As part of its cash management process, the Company performs periodic evaluations of the relative credit standing of this financial 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.

Accounting Estimates

The preparation of these unaudited financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and 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 period. Actual results could differ from those estimates.

Per Share Information

Basic earnings per share are calculated using the weighted average number of common shares outstanding for the period presented. Diluted loss per share is the same as basic loss per share, as the effect of potentially dilutive securities are anti-dilutive.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded and deducted from deferred tax assets when the deferred tax assets are not expected to be realized based on currently available evidence. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Management has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, management believes that no accruals for tax liabilities are necessary. Therefore, no reserves for uncertain tax positions have been recorded.

Stock-Based Compensation

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

Cost of Goods Sold

Cost of goods sold includes amortization of product license, cost of materials, inventory management and manufacturing costs and shipping and handling costs to deliver product to customers.

Advertising

Advertising costs are expensed as incurred as a marketing and sales expense.

Concentrations

There is ano concentration of risk in the volume of sales to certain customers as their sales volume exceeded 10% of the Company’s total revenues. ~~The~~because ~~Company~~sales ~~received~~were ~~over~~so ~~90%~~low ofin ~~its revenue from two customers during~~ the three ~~and~~months ~~nine month periods~~ ended ~~November~~May 3031, ~~2011~~2012.

Reclassifications

Certain reclassifications have been made to the prior year’s financial statements to be consistent with the November 30, 2011 presentation.

Recently Issued Accounting Standards

In September 2011, the FASB issued an amendment to Topic 350, Intangibles—Goodwill and Other, which simplifies how entities test goodwill for impairment. Previous guidance under Topic

~~350~~Recently ~~required~~Issued anAccounting ~~entity~~Standards to test goodwill for impairment using a two-step process on at least an annual basis. First, the fair value of a reporting unit was calculated and compared to its carrying amount, including goodwill. Second, if the fair value of a reporting unit was less than its carrying amount, the amount of impairment loss, if any, was required to be measured. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads the entity to determine that it is more likely than not that its fair value is less than its carrying amount. If after assessing the totality of events or circumstances, an entity determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is unnecessary. If the entity concludes otherwise, then it is required to test goodwill for impairment under the two-step process as described under paragraphs 350-20-35-4 and 350-20-35-9 under Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. The Company is currently evaluating whether early adoption is necessary.

~~NOTE~~In 3June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, ~~MERGER~~Presentation of Comprehensive Income, which eliminates the current option to present components of other comprehensive income as part of the statements of changes in stockholder’s equity and requires entities to present comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments do not change the components of other comprehensive income. The new disclosure requirements were effective for the three months ended May 31, 2012 and had no impact on the financial statements.

OnThe ~~November 13, 2009, the~~ Company ~~entered~~continually ~~into~~assesses aany ~~merger~~new ~~agreement~~accounting ~~with~~pronouncements ~~the~~to ~~Former~~determine ~~TheraBiogen,~~their ~~which~~applicability ~~was~~to ~~approved unanimously by~~ the Company~~'s shareholders and by a majority of the shareholders of the Former TheraBiogen~~. ~~The merger transaction closed on January 5, 2010.~~

AsNOTE a3 ~~result~~- ofLICENSE ~~the merger and the corporate name change of the Company to TheraBiogen, the common shares of the Company remain listed for trading on the OTC Bulletin Board under a new trading symbol TRAB.~~AGREEMENT

~~NOTE~~In 4September -2008, ~~LICENSE~~the ~~AGREEMENT~~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. 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 is charged to cost of sales in the accompanying statement of operations and amounted to approximately $23,000 for the three months ended May 31, 2012.

InNOTE ~~September~~4 ~~2008,~~- ~~the~~ACCOUNTS 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. 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 is charged to cost of sales in the accompanying statement of operations and amounted to approximately $23,000 for the three months ended November 30, 2011 and $70,000 for the nine months ended November 30, 2011.RECEIVABLE

~~NOTE~~Pursuant 5to -an ~~ACCOUNTS~~agreement ~~RECEIVABLE~~dated July 25, 2011, the Company transfers some of its accounts receivable to a financial institution with full recourse. The financial institution retains 15% of the proceeds from the receivable transfer as reserves, which are released to the Company as the receivables are collected. Through an intercreditor agreement with the finance company providing the material acquisition and purchase order financing (see Note 6), the financial institution disburses funds for transferred receivables, less reserves and applicable fees, directly to the purchase order lender as long as there is an outstanding balance on that facility. The maximum commitment under this facility is $1,000,000. The facility bears interest at 3.75% over the Wall Street Journal Prime Rate and is secured by a first priority security interest in the personal property and fixtures of the Company There is no current balance due under this agreement.

~~Pursuant~~NOTE to5 an- ~~agreement~~DEFERRED ~~dated~~TAX July 25, 2011, the Company transfers some of its accounts receivable to a financial institution with full recourse. The financial institution retains 15% of the proceeds from the receivable transfer as reserves, which are released to the Company as the receivables are collected. Through an intercreditor agreement with the finance company providing the material acquisition and purchase order financing (see Note 7), the financial institution disburses funds for transferred receivables, less reserves and applicable fees, directly to the purchase order lender as long as there is an outstanding balance on that facility. The maximum commitment under this facility is $1,000,000. The facility bears interest at 3.75% over the Wall Street Journal Prime Rate and is secured by a first priority security interest in the personal property and fixtures of the Company. At November 30, 2011, the balance outstanding ASSETS

As of May 31, 2012, the Company had net operating loss (NOL) carry-forwards and deductible temporary differences available to offset future taxable income of approximately $21.8 million including approximately $104,000 from Kushi Resources, Inc. at date of merger. The utilization of the NOL carry-forwards and deductible temporary differences is dependent upon the tax laws in effect at the time they can be utilized. As of May 31, 2012, a full valuation allowance of $8.2 million has been recorded against the deferred tax assets due to the uncertainty surrounding their realization caused by the Company’s recurring losses. The change in the valuation allowance during the three months ended May 31, 2012 was $170,000. The NOL carry-forwards will expire from 2020 through 2032.

~~under~~NOTE ~~the~~6 ~~recourse~~- ~~contracts~~NOTES ~~was $293,636. Based upon the quality of its customers, the Company has not yet determined a need for a reserve for bad debt.~~PAYABLE

~~NOTE~~The Company has entered into notes payable agreements with a related party to issue notes at par. The principal balance of the outstanding notes total $525,489 as of May 31, 2012 with interest due under the notes aggregating $221,829. During the first quarter of 2013, the related party lender converted $117,100 of notes into common stock at values consistent with the timing of various conversions. On October 6, -2011, ~~DEFERRED~~the ~~TAX~~lender ~~ASSETS~~signed a retroactive amendment to modify the due dates of all outstanding notes to the later of one year from the date of the agreement or the stated due date. This due date was amended to August 15, 2012. These debentures are also limited to a 9.9% of the issued and outstanding conversion limitation. These convertible notes are payable at maturity, bear interest at 12% per year and have a minimum conversion price of $0.10 per share until October 2012 at which time they revert to their original conversion price of $0.01.

AsIn ofDecember ~~November 30~~2010, ~~2011,~~ the Company ~~had~~entered ~~net~~into ~~operating~~a ~~loss~~master ~~(NOL)~~materials ~~carry-forwards~~acquisition and ~~deductible~~purchase ~~temporary~~order ~~differences~~assignment ~~available~~agreement with a finance company under which the Company can request the finance company to ~~offset~~acquire ~~future~~materials ~~taxable~~necessary ~~income~~to ofmanufacture ~~approximately~~inventory ~~$20~~in ~~million~~order ~~including~~to ~~approximately~~fulfill ~~$104,000~~the ~~from~~Company’s ~~Kushi~~orders ~~Resources,~~from ~~Inc~~customers. The atfinance ~~date~~company charges 5% of ~~merger~~the material purchase order amount per month for each transaction, plus its expenses related to the transaction. In ~~The~~October ~~utilization~~2011 the material acquisition and purchase order assignment agreement was amended to provide a total of ~~the~~$1 ~~NOL~~million ~~carry-forwards~~in purchase order and ~~deductible~~inventory ~~temporary~~financing ~~differences~~and a line of credit of $250,000 for working capital. The financing is ~~dependent~~secured ~~upon~~by all assets of the ~~tax~~Company ~~laws~~and inbears ~~effect~~interest at 5% per month. In consideration for making the ~~time~~amendment, ~~they~~the ~~can~~finance becompany ~~utilized.~~received As2,558,535 shares of ~~November~~common ~~30,~~stock ~~2011~~valued at $127,927 and a ~~full~~non-dilutable ~~valuation~~warrant ~~allowance~~to purchase 3,017,170 shares of common stock at $70.805 ~~million~~per ~~has~~share ~~been~~valued ~~recorded~~at ~~against~~$120,686. Additionally the ~~deferred~~Company ~~tax~~has ~~assets~~granted ~~due~~a sublicense to the ~~uncertainty~~finance ~~surrounding~~company ~~their~~that ~~realization~~allows ~~caused~~it byor ~~the~~its ~~Company’s~~assignee ~~recurring~~to ~~losses. The~~develop ~~change~~and inimplement ~~the~~a ~~valuation~~direct ~~allowance~~television ~~during~~marketing ~~the~~program ~~nine~~for ~~months~~the ~~ended~~Company’s ~~November~~products. At 30May 31, ~~2011~~2012 there was $~~5.8~~774,876 ~~million. The~~outstanding ~~NOL~~under ~~carry-forwards~~this ~~will~~agreement ~~expire~~including ~~from~~the ~~2020~~recourse ~~through 2031~~liability.

~~NOTE~~On 7April -20, ~~NOTES~~2012, ~~PAYABLE~~the finance company with which we have a Master Materials Acquisition and Purchase Order Assignment Agreement required a Binding Term Sheet, as a condition to advancing an additional $20,000 in order to make a payment on the rebate account payable. The Term Sheet requires that we make certain payments to them 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. This agreement has been extended thirty days as noted in Note 8.

~~The~~As ~~Company has entered into notes payable agreements with a related party and one~~ of ~~its~~May ~~affiliates totaling $645~~31,~~770~~ ~~as of November 30~~2012, ~~2011 with interest due under~~ the ~~notes~~Company ~~aggregating~~is ~~$185,125. During~~also ~~March~~obligated ~~2011~~under ~~the~~outstanding ~~related~~promissory ~~party lender converted $20,000 of~~ notes ~~into~~totaling ~~common stock at~~ $~~0.10 per share. During July and August 2011~~139,550 ~~the related party lender converted $68,183 of notes into 2,035,714 shares of common stock at prices from $0.03~~ to ~~$0.06~~unrelated ~~per share~~parties. InThe ~~September 2011 the related party lender converted $35,000 of~~ notes ~~into~~bear ~~1,166,666~~interest ~~shares of common stock~~ at ~~$0.03 per share. On October~~ 6, ~~2011, the lender signed a retroactive amendment~~ to ~~modify~~10 ~~the~~percent ~~due~~per ~~dates of all outstanding notes to the later of one year from the date of the agreement or the stated due date. These convertible notes are payable at maturity~~annum, ~~bear~~with interest ~~at 12% per year~~ and ~~have~~principal apayable ~~minimum~~at ~~conversion price of $0~~maturity.~~10 per share.~~

InOn ~~December~~May ~~2010~~21, ~~the~~2012 ~~Company entered into~~ a ~~master~~qualified ~~materials~~investor ~~acquisition~~loaned ~~and purchase order assignment agreement with a finance company under which~~ the Company ~~can~~$6,400 ~~request~~on ~~the~~a ~~finance~~short ~~company~~term tonote ~~acquire materials necessary~~ to ~~manufacture~~be ~~inventory~~converted ~~in order~~ to ~~fulfill~~a ~~the~~debenture ~~Company’s~~or orders from customers. The finance company charges 5% of the material purchase order amount per month for each transaction, 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. In connection with the agreement, the Company issued 250,000 shares of the Company’s common stock ~~and~~on ~~200,000 warrants to purchase additional shares of~~ the ~~Company’s~~same ~~common~~terms ~~stock for $0.50 per share and~~ as ~~an additional consideration for funding limit increases,~~ the Company ~~may~~agrees ~~issue up~~ to an additional 500,000 shares of common stock and up to 600,000 warrants to purchase additional shares of common stock. In October 2011 the material acquisition and purchase order assignment agreement was amended to provide a total of $1 million in ~~purchase~~its ~~order~~next ~~and~~debt ~~inventory~~ financing ~~and a line of credit of $250,000 for working capital~~. The financing is secured by all assets of the Company and bears interest at 5% per month. In consideration for making the amendment, the finance company received 2,558,535 shares of common stock valued at $127,927 and a non-dilutable warrant to purchase 3,017,170 shares of common stock at $0.05 per share valued at $120,686. Additionally the Company has granted a sublicense to the finance company that allows it or its assignee to develop and implement a direct television marketing program for the Company’s products. At November 30, 2011 there was $325,060 outstanding under this agreement.

AsNOTE of7 ~~November~~- ~~30,~~COMMON ~~2011~~STOCK, ~~the~~OPTIONS ~~Company~~AND is obligated under outstanding promissory notes totaling $94,550 to unrelated parties. The notes bear interest at 6 to 10 percent per annum, with interest and principal payable at maturity. In April 2011 the holder of the note for $80,000 agreed to extend the maturity of its note to July 18, 2011. In consideration for this extension the Company issued the holder 150,000 shares of common stock and a three year warrant to purchase 150,000 shares of common stock at $0.35 per share. The cost of the common stock was expensed at fair value during the period as financing expense. The fair value of the warrant, $37,358 was recorded as a debt discount and has been amortized over the remaining life of the note. On October 6, 2011 the note holder agreed to exchange his note for a convertible debenture bearing 10% per annum interest and maturing in one year. The debenture and accrued interest is convertible into common stock at the greatest of 75% of the average closing price of the common stock for the 15 days prior to conversion or $0.10 per share.WARRANTS

~~Notes~~During of the ~~Company~~three ~~for~~months ~~$100~~ended May 31,~~000~~ ~~matured~~2012, onthe ~~June~~Company 23issued 5,333,000 ~~2011. On~~shares ~~October~~of 6,common ~~2011,~~stock ~~the~~in ~~lenders~~full ~~exchanged~~payment ~~all~~of ~~outstanding~~$80,000 ~~obligations~~of ~~under~~notes ~~the~~that ~~note~~had ~~for~~matured 3and converted $125,000~~,000~~ ~~shares~~ of ~~common~~accounts ~~stock~~payable.

~~NOTE~~During 8the -first ~~COMMON~~quarter, ~~STOCK~~a related party converted $117,100 ~~OPTIONS~~of ~~AND~~convertible ~~WARRANTS~~debt into 5,000,000 shares of common stock at various prices consistent with the timing of the conversions.

During the ~~three months ended November 30~~quarter, ~~2011,~~ the Company ~~authorized~~granted ~~the issuance of 6~~2,~~666~~000,~~666~~000 ~~shares~~five ofyear ~~common~~options ~~stock as stock grants~~ to ~~consultants~~its ~~for~~CEO ~~services,~~with ~~charging~~an ~~$307,000~~exercise toprice ~~marketing~~of ~~expense and~~ $~~114,000~~.50. toThe ~~consulting expense included in general and administrative expenses based upon the~~ fair value of the ~~shares~~options on the date of ~~grant. During~~ the ~~nine~~grant ~~months~~was ~~ended November 30~~$60,000 ~~2011,~~which ~~the~~was ~~Company~~charged ~~issued~~to ~~9,196,062~~general ~~shares~~and ofadministrative ~~common~~expense ~~stock~~ for ~~services valued at $2,585,289 based upon~~ the ~~stock price on date of grant~~period.

~~During~~The ~~the~~following ~~three~~table ~~months~~summarizes ~~ended November 30, 2011,~~ the ~~Company~~warrants ~~issued 3,000,000 shares of common stock in full payment of $100,000 of notes that had matured. Also, as part of its renegotiation of its master materials acquisition~~ and ~~purchase~~options ~~order~~outstanding ~~assignment agreement with a finance company, the Company issued 2,558,535 shares of common stock valued~~ at ~~$127,927~~May ~~and recorded as deferred finance cost which will be amortized over the life of the agreement. During the first quarter of fiscal 2012 the Company issued 150~~31,~~000~~ ~~shares of common stock to a note holder in consideration of the extension of the due date of a note, charging $96,000 to general and administrative expense.~~2012:

On March 23, 2011, a related party converted $20,000 of convertible debt into 200,000 shares of common stock at $0.10 per share. During July and August 2011 a related party converted $68,183 of convertible debt into 2,035,714 shares of common stock at prices between $0.03 and $0.06 per share. In September 2011 a related party converted $35,000 of notes into 1,166,666 shares of common stock. 400,000 warrants held by a related party expired on November 30, 2011 and 150,000 warrants held by related parties were cancelled.



	Options and Warrants	Weighted Average Exercise Price

Outstanding at February 29, 2012	19,608,140	$ .62
Granted	2,000,000	$ .50
Cancelled/forfeited	-
Expired	-
Exercised	-	-
Outstanding at May 31, 2012	21,608,140	$ .61

~~The~~NOTE ~~Company~~8 ~~issued~~- ~~166,000~~SUBSEQUENT shares of common stock as result of a private placement of units consisting of 2 shares of common stock and a five year warrant to purchase a share at $1.25 per share during the nine months ended November 30, 2011. Additionally the Company recorded as issued 302,000 shares of common stock from the private placement that had previously been classified as liability for unissued common stock. The Company is awaiting documentation to issue shares to one stockholder who purchased $5,000 in private placement units, resulting in a liability for unissued common stock of $5,000.EVENTS

~~During~~On ~~the~~July ~~three~~12, ~~months~~2012 ~~ended~~and ~~November~~July 3018, ~~2011,~~2012 ~~1,500,000~~an ~~options~~investor ~~previously~~loaned ~~authorized by~~ the ~~Board~~Company ~~of Directors were forfeited as~~ a ~~result~~total of ~~the~~$15,000 ~~cessation~~on ofterms ~~services~~to bybe adetermined ~~consultant. As~~by ~~part~~our ofnext ~~the~~debenture ~~renegotiation of a master materials acquisition and purchase order assignment~~ financing.

On July 12, 2012 a related party lender loaned the Company $2,760 on their standard debenture terms.

2,500,000 shares approved to be granted to DBI, LLC pursuant to a consulting agreement were issued on July 18, 2012.

On July 19, 2012 a related party lender agreed that the due date of debentures which had been extended to July 1, 2012 has now been extended to August 15, 2012.

On July 19, 2012 the financing company lending the Company under the Master Materials Acquisition and Purchase Order Assignment Agreement agreed that the due date of the letter agreement of April 20, 2012, which was 90 days from the date of the agreement, is amended to August 20, 2012.

agreement the lender received a warrant to purchase 3,017,140 shares of common stock at $0.05 for five years from the date of the agreement. This warrant resulted in a deferred financing expense, based upon the fair value of the warrant on date of grant of $120,686 that will be amortized over the one year term of the lending agreement.

During the three months ended November 30, 2011, the Company issued 2,975,000 immediately vested options to purchase common stock at prices of $0.10 to $0.25 per share for five years. As a result of these grants the Company charged $134,250 to general and administrative expenses and $17,500 to sales and marketing expenses based upon the fair value of the options on date of grant.

On September 2, 2011, the Board of Directors changed the exercise price of 4,450,000 fully vested options previously granted on March 9, 2011, to purchase common stock held by various consultants to and directors of the Company from $1.43 to $0.25 to better represent the current market price of the common stock. As a result of this repricing the Company recorded additional general and administrative expense of $181,250 and sales and marketing expense of $41,250.

Cumulatively through the nine months ended November 30, 2011, the Company has awarded 16,780,140 warrants and options to purchase common stock charging $10,113,800 to generals and administrative expense and $1,389,250 to marketing and sales expense for these grants based upon the fair value of the warrants and options on date of grant.

The following table summarizes the warrants and options outstanding at November 30, 2011:

	Options and Warrants	Weighted Average Exercise Price
Outstanding at February 28, 2011	4,503,000	$ .62
Granted	16,780,140	$ .43
Cancelled/forfeited	(1,650,000)	$ 1.30
Expired	(400,000)	$ .01
Exercised	-	-
Outstanding at November 30, 2011	19,233,140	$ .52

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company’s indebtedness to related parties is $830,895, including interest, as of November 30, 2011.

During the nine months ended November 30, 2011 the Company rented office space from a shareholder on a month-to-month basis at $2,000 per month. Rental expense totaled $18,000 through November 30, 2011.

NOTE 10 - SUBSEQUENT EVENTS

No material subsequent events to report.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes appearing elsewhere in this quarterly report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to those set forth under “Risk Factors” in our annual report on Form 10-K/A, filed with the SEC July 118, ~~2011~~2012.

OVERVIEW

WeOur ~~were~~business ~~incorporated~~model onis, ~~October 3~~currently, ~~2005~~as ~~under~~a ~~the~~developer ~~laws~~and manufacturer of over-the-counter ~~State~~homeopathic ofpharmaceutical ~~Nevada~~products aswhich ~~Kushi~~aid ~~Resources,~~in ~~Inc~~the relief of various symptoms and illnesses. OnWe ~~January~~have 5,products ~~2010,~~for which we ~~merged~~licensed ~~with~~the ~~TheraBiogen,~~formulation ~~Inc.~~from ~~(the~~a ~~“Former~~third ~~TheraBiogen”)~~party as described elsewhere in this document. We ~~are~~sell those products to the ~~surviving~~consumer ~~entity~~through inthird ~~the~~parties. ~~merger~~Our typical client is a pharmaceutical retail chain or a grocery retail chain. We advertise and wepromote ~~changed~~our products to our ~~name~~ultimate consumer customer through our retail client or directly to ~~TheraBiogen,~~the ~~Inc~~consumer. ~~All~~ ~~references~~Our retail clients often requires in-store ~~this~~promotions, ~~Report~~advertising toand ~~TheraBiogen~~placement ordiscounts ~~Company~~and ~~mean~~rebates ~~TheraBiogen~~for the consumer, ~~Inc~~all funded by us. In addition, awe ~~Nevada~~have ~~corporation~~advertised through radio, ~~formerly~~TV ~~Kushi~~and ~~Resources~~online ~~Inc.,~~through ~~unless~~social ~~otherwise~~media ~~indicated~~channels.

~~Under~~When anwe ~~exclusive~~advertise ~~world-wide~~or ~~licensing~~promote ~~agreement~~within ~~with~~the ~~Nasal Therapeutics~~store, ~~Inc.~~according ~~(“NTI”),~~to weGenerally ~~have~~Accepted ~~the~~Accounting ~~right to develop~~Principles, ~~manufacture,~~that ~~market~~marketing and ~~sell~~advertising ~~four~~cost ~~homeopathic~~is ~~nasal~~a ~~sprays,~~credit ~~THERA~~to ~~MAX®~~gross ~~Cold~~revenue ~~Relief~~and, ~~THERA~~ ~~MAX® Flu Relief~~then, ~~THERA~~reflected ~~MAX®~~in ~~Allergy~~the ~~Relief~~net ~~and THERA MAX® Migraine Relief~~revenue. ~~The~~When ~~Cold~~we ~~Relief~~advertise ~~and~~directly, ~~Flu~~it ~~Relief~~is ~~formulas are now marketed as~~ a ~~single~~business ~~product,~~expense ~~THERA~~reflected ~~MAX®~~in ~~Cold and Flu Relief. The principal of NTI, Dr. Charles Hensley also developed~~ the ~~homeopathic~~profit ~~nasal~~and ~~product~~loss ~~ZICAM®~~statement.

InThe challenges of our ~~opinion,~~business ~~THERA~~model ~~MAX®~~include ~~Cold~~succeeding &in ~~Flu~~getting ~~Relief~~the ~~homeopathic~~retailers ~~nasal~~to ~~spray~~put ~~can~~our beproducts ~~considered~~on the ~~next~~shelves ~~generation of cold~~ and ~~flu~~then ~~relief~~to asencourage ~~compared~~consumers to ~~ZICAM®’s~~purchase ~~cold~~those ~~remedy~~products ~~product~~from the retailers. ~~THERA~~We ~~MAX®~~have ~~Allergy~~succeeded ~~Relief~~in isgetting ~~also~~our aproducts ~~nasal~~on ~~spray~~the ~~that~~shelves ~~employs~~at aWalgreens, ~~unique~~Rite-Aid, ~~homeopathic~~Hannaford ~~approach~~Supermarkets, inDiscount ~~the~~Drug ~~treatment~~Mart, ofBig ~~allergic~~Y ~~rhinitis~~Supermarkets ~~(runny~~and ~~nose)~~Food Lion.

InThe ~~September~~2011-2012 ~~2010~~cold and flu season was unusually mild, significantly diminishing the demand for our product. As a result, the sell through we ~~launched~~experienced ~~two~~in ~~homeopathic~~our ~~nasal~~retailer’s ~~sprays~~outlets ~~into~~was much lower than we expected and has led to a change in our business strategy. Furthermore, as a result of the ~~United~~growth ~~States~~of ~~over~~Social Media and online marketing we are contemplating a modification of our strategy wherein we would focus our primary strategy on online direct-~~the~~to-~~counter~~consumer ~~market~~marketing. ~~principally~~In ~~through~~this ~~sales~~modification to ~~Rite~~our ~~Aid~~Business ~~Pharmacy. Our~~Model, ~~first~~we ~~two~~would ~~offerings~~advertise through Social Media sites, invest in ~~the~~Search ~~launch~~Engine ~~were~~Optimization ~~THERA~~(SEO) ~~MAX®~~marketing ~~Cold~~to ~~and~~drive ~~Flu~~consumers ~~Relief~~to ~~and~~our ~~THERA~~website ~~MAX®~~where ~~Allergy~~they ~~Relief~~would be able to purchase our products directly from us. A ~~number~~This ofstrategy ~~additional~~is ~~national~~expected to deliver enhanced sales and ~~regional~~gross ~~retailers~~margins ~~are~~since ~~now~~we will be selling ~~THERA~~at ~~MAX®~~retail, ~~products~~not wholesale.

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.

On April 20, 2012, the finance company with whom we have a Master Materials Acquisition and Purchase Order Assignment Agreement, required a Binding Term Sheet, as a condition to advancing an additional $20,000 in order to make a payment on the Rebate account payable. The Term Sheet requires that we make certain payments to them 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. This agreement has been extended thirty days as noted in Note 8.

Some of our creditors have indicated they may turn over our accounts to a collection agency though no such notices have been received. The Debentures held by a related party were previously extended to July 1, 2012 and have been subsequently extended to August 15, 2012. The LeadDog debentures contain a provision wherein they are restricted to conversions that will not allow their holdings to exceed 9.9% of the issued and outstanding shares at any time. As part of the Agreement with the financing company, the related party lender agreed to limit the exercise price of its debentures to a floor of $0.10 until October 2012 with the exception of up to $158,000 of debt conversions allowed in March and April of 2012 with a conversion price at 75% of the then market price. The related party lender converted approximately five million shares on that basis.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate ~~the~~our ~~continuation of the Company~~ as a going concern. This basis of accounting contemplates ~~the~~our recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. ~~The~~We ~~Company~~have ~~has~~ not as yet attained a level of operations which allows itus to meet ~~its~~our current overhead ~~and may not attain profitable operations within its first few business operating cycles~~, nor is there any assurance that such an operating level can ever be achieved. ~~The~~We ~~Company~~are is dependent upon obtaining additional financing adequate to fund ~~its~~our operations. While ~~the~~we ~~Company~~have ~~has~~ funded ~~its~~our 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~~us ~~Company~~ and, if available, on terms that are favorable to ~~the Company~~us. The report of our auditors on our financial statements for the year ended February 2829, ~~2011~~2012 includes a reference to going concern risks. ~~The~~Our ~~Company’s~~ ability to continue as a going concern is also dependent on many events outside of ~~its~~our 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.

recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Results of operations

Three months ended ~~November~~May 3031, ~~2011~~2012 versus three months ended ~~November~~May 3031, ~~2010~~2011

We generated sales during the three months ended ~~November~~May 3031, ~~2011~~2012 of ~~approximately~~ $~~693~~(1,~~000~~241). Gross sales were approximately $~~1,180,000~~756 reduced by rebates, discounts and marketing allowances of approximately $~~487~~1,~~000.~~996 ~~During~~which ~~the~~then ~~period~~resulted ain ~~major~~negative ~~drug~~revenue ~~retailer~~due ~~conducted~~to athe ~~national~~application ~~promotion~~ of ~~Thera~~those ~~Max®~~rebates, indiscounts ~~all~~and ofmarketing ~~their retail outlets~~allowances. Gross ~~This~~sales ~~promotion,~~for ~~to introduce~~ the ~~product,~~three ~~resulted~~months inending aMay ~~significant~~31, ~~rebate~~2011 ~~expense~~were toapproximately ~~us.~~$4,799 Asand itallowances iswere ~~industry~~approximately ~~practice,~~$586 weresulting ~~will~~in ~~offer~~net ~~additional~~sales ~~allowances~~of asapproximately ~~we develop new retailers~~$4,213. ~~which~~These ~~will~~low ~~reduce our~~ revenue numbers in the ~~short~~first ~~term. We~~quarter ~~anticipate~~reflect ~~that~~a ~~future~~combination ~~promotions~~of ~~will~~the beseasonality of aour ~~lower dollar value and result in higher margins. The allowance for sales incentives~~products, ~~promotional~~combined ~~allowances,~~with ~~discounts~~our ~~and~~inability ~~returns~~to ~~will~~adequately ~~reflect~~advertise our ~~historical~~products ~~experience~~due ~~and will be reviewed regularly~~ to ~~ensure~~the ~~that~~lack itof ~~reflects potential chargebacks from customers~~cash. ~~Gross~~This ~~sales~~lack ~~for~~of ~~the~~cash ~~three~~to ~~months~~advertise ~~ending November 30, 2010 were approximately $599,000~~ and ~~allowances~~ship ~~were~~product ~~approximately~~to ~~$320,000~~our ~~resulting~~customers inwill ~~net~~continue ~~sales~~until ofadditional ~~approximately~~funding ~~$279,000~~occurs.

Costs of goods sold for the three months ended November 30, 2011 were approximately $615,000 versus approximately $328,000 for the three months ended November 30, 2010. The increase in cost of goods over the prior year is a result of the increase in sales. We charge various charges, such as amortization of license and shipping charges to deliver product to our customers, against cost of goods. Shipping charges for the quarter were approximately $203,000. This amount was unusually high due to the need to get product to the major national retailer in time for its promotion. 15

~~Marketing~~Costs ~~and~~of ~~sales~~goods ~~expenses~~sold for the three months ended ~~November~~May 3031, ~~2011,~~2012 were approximately $~~496,000~~229 versus approximately $~~127~~52,~~000~~860 for the three months ended ~~November~~May 3031, ~~2010~~2011. ~~Approximately~~ The ~~$333,000~~decrease ~~of the current quarter marketing and sales expense was~~ in ~~the~~cost ~~form~~ of ~~non-cash~~goods ~~compensation, grants of common stock, warrant and/or options. Due to our limited cash position, we expect to continue to use non-cash compensation for these expenses. The increase in expense~~ over the prior year is ~~the~~a result of the ~~aggressive~~decrease ~~marketing~~in ~~strategy that we are pursuing~~sales. InWe ~~addition~~charge tovarious ~~television~~charges, ~~advertisements~~such weas ~~have~~amortization ~~implemented~~of alicense ~~social media strategy~~ and ~~started~~shipping charges to ~~develop~~deliver ~~other~~product ~~advertising~~to ~~plans. We expect~~ our ~~sales~~customers, ~~and~~against ~~marketing~~cost ~~expense~~of ~~to continue to increase as we actively promote our products~~goods.

~~General~~Marketing and ~~administrative~~sales expenses for the three months ended ~~November~~May 3031, ~~2011~~2012, were approximately $~~705~~42,~~000~~023 ~~compared~~versus to approximately $~~225~~1,~~000~~704,705 for the three months ended ~~November~~May 3031, ~~2010~~2011. ~~Approximately~~The ~~$213,000~~decrease ofin ~~the~~expense ~~$705,000~~over ~~expense~~the ~~was~~prior inyear is the ~~form~~result of ~~non-cash~~a ~~equity~~decrease ~~compensation. The~~of ~~increase~~funds inavailable ~~expense~~to isexecute the ~~result~~marketing ofplan. Due to our ~~growth~~limited incash ~~overall~~position ~~activity~~we asare ~~our~~unable ~~products~~to ~~are~~invest ~~more~~in ~~actively~~marketing ~~marketed. General~~ and ~~administrative~~sales ~~costs~~at ~~are~~the ~~expected~~levels necessary to ~~increase~~properly inpromote ~~the~~our ~~future~~products asuntil ~~our~~and ~~sales~~unless ~~activity~~we ~~increases.~~raise additional funding.

~~Interest~~General ~~expense~~and administrative expenses for the three months ended ~~November~~May 3031, ~~2011~~2012 ~~was~~were approximately $~~240~~300,~~000~~284 ~~versus~~compared to approximately $~~242~~11,~~000~~549,721 for the three months ended ~~November~~May 3031, ~~2010~~2011. ~~During~~The ~~the~~decrease ~~current period we settled a number of notes and put~~ in ~~place~~expense ~~new~~is ~~financing in~~ the ~~form~~result of ~~receivables~~a ~~factoring~~decrease ~~and~~in ~~financing~~funds ~~of purchase orders and inventory~~available. ~~The~~Due ~~new~~to ~~financings are revolving financings and therefore change during the period depending upon~~ our ~~manufacturing~~limited ~~and~~cash ~~sales~~position ~~activity. Associated with these financings~~ we ~~issued~~are ~~shares~~unable ~~and warrants~~ to ~~purchase~~hire ~~common~~sufficient ~~stock. The~~personnel ~~fair~~to ~~value~~perform ofnecessary ~~those~~general ~~stock issues~~ and ~~warrants~~administrative ~~are being amortized as interest expense over the life of the lending agreements~~functions.

16Interest expense for the three months ended May 31, 2012 was approximately $107,000 versus approximately $89,000 for the three months ended May 31, 2011. The interest expense increased primarily due to higher outstanding balances on the outstanding loan amounts with the inventory and purchases financing.

Nine months ended November 30, 2011 versus nine months ended November 30, 2010

We generated sales during the nine months ended November 30, 2011 of approximately $902,000. Gross sales were approximately $1,401,000 reduced by approximately $499,000 in discounts and allowances. Gross sales for the period ending November 30, 2010 were approximately $599,000 and allowances were approximately $320,000. During November 2011, a major drug retailer conducted a national promotion of Thera Max® in all of its retail outlets. This promotion, to introduce the product, resulted in a significant rebate expense to us. As it is industry practice, we will offer additional allowances as we develop new retailers, which will reduce our revenue in the short term. We anticipate that future promotions will be of a lower dollar value and result in higher margins. The allowance for sales incentives, promotional allowances, discounts and returns will reflect our historical experience and will be reviewed regularly to ensure that it reflects potential chargebacks from customers. Based upon our experience and understanding of our market, we believe that our customers place orders for the fall cold and flu season during the summer for shipment in the early fall. Consequently we should expect lower sales during the late winter and early spring, which includes our first two fiscal quarters. As we expand our retail distribution we will gain more knowledge about our customer’s ordering patterns.

Costs of goods sold for the nine months ended November 30, 2011 were approximately $776,000 versus approximately $328,000 for the nine months ended November 30, 2010. The increase in cost of goods over the prior year is a result of the increase in sales. We charge various charges, such as amortization of license and shipping charges to deliver product to our customers, against cost of goods. Shipping charges for the current fiscal year were approximately $217,000. This amount was unusually high due to the need to get product to the major national retailer in time for their promotion.

Marketing and sales expenses for the nine months ended November 30, 2011 and 2010 were approximately $2,322,000 versus approximately $336,000. Approximately $2,089,000 of the current period expense was non-cash equity compensation from the grants of common stock, warrants and options to consultants and vendors. The increase is the result of additional activity as we actively introduce our products to new retailers and customers. In order to increase our marketing and sales activities during the retail introduction of our products, a number of our consultants and vendors have agreed to accept common stock, warrants or options instead of cash compensation. Due to the high risk associated with accepting equity in place of cash, we have had to offer higher compensation than would otherwise be required. Non-cash compensation is valued at the fair value of the common stock, warrants or options on the date of grant. To the extent that we use equity to compensate our marketing and sales expenses, these expenses will be higher than if we had paid cash. These expenses will vary with the price of common stock when grants are made. Excluding the non-cash equity compensation, marketing and sales expense for the nine months ended November 30, 2011 was approximately $233,000.

General and administrative expenses for the nine months ended November 30, 2011 were approximately $12,776,000 compared to approximately $2,425,000 in the prior year period. Expenses for the nine months ended November 30, 2011 included approximately $11,877,000 million of non-cash compensation. As discussed above, we have compensated our directors and many of our consultants with common stock and stock options in lieu of cash. The cost of non-cash compensation is significantly higher than if we had used cash. As we continue to develop new customers and increase our overall activity, we expect our general and administrative expenses to continue to increase. The extent to which we use cash rather than equity to pay for expenses could result in a decrease in total expense while the actual level of activity increases.

Interest expense for the nine months ended November 30, 2011 was approximately $453,000 versus approximately $334,000 in the prior year. During the current period we settled a number of notes and put in place new financing in the form of receivables factoring and financing of purchase orders and inventory. The new financings are revolving financings and therefore change during the period depending upon our manufacturing and sales activity. Associated with these financings we issued shares and warrants to purchase common stock. The fair value of those stock issues and warrants are being amortized as interest expense over the life of the lending agreements. Due to our limited liquidity, we expect to continue to incur significant interest expense.

Liquidity and Capital Resources

As of ~~November~~May 3031, ~~2011~~2012, we had a cash balance of approximately $~~76,000~~166 and negative working capital of approximately $12,~~662~~353,~~000~~679. Our primary sources of liquidity are sales of our products, a factoring arrangement for our accounts receivable, ~~and~~ a financing arrangement to fund inventory and material purchases and debentures as we are able to secure them. We have not as yet attained a level of operations which allows us to meet our current overhead ~~and may not attain profitable operations within the next few business operating cycles~~, nor is there any assurance that such an operating level can ever be achieved. The report of our auditors on our financial statements for the year ended February 2829, ~~2011~~2012, includes a reference to going concern risks. While we have funded our initial operations with private placements, and secured loans as well as entering into a financing arrangement, there can be no assurance that adequate financing will continue to be available and, if available, on terms that are favorable to us. Our ability to continue as a going concern is also dependent on many events outside of our direct control, including, among other things, our ability to achieve our business goals and objectives, as well as improvement in the economic climate.

In October 2011 we amended a number of our financing and loan agreements to increase borrowing limits, extend maturities and convert certain notes into convertible debentures and stock. While these amendments ~~provide~~provided additional funding last year, we require additional in order to continue operations and ~~insure~~we continue our ~~current~~efforts ~~compliance~~to ~~with~~obtain ~~the~~such ~~terms~~funding; ofhowever ~~all~~there ~~outstanding~~are ~~debt,~~there weare ~~believe~~no assurances that ~~additional~~any funding ~~would~~will ~~allow~~be usavailable. The failure to ~~grow~~obtain ~~more~~funding ~~rapidly. We~~could continue ~~our~~to ~~efforts~~have toa ~~obtain~~material ~~such~~adverse ~~funding~~effect on our ability to operate.

Cash Flows

Our cash on hand at ~~November~~May 3031, ~~2011~~2012 and February 2829, ~~2011~~2012 was approximately $~~76,000~~166 and $0290, respectively.

Operating cash flows: Our operating source of cash was from our sales of THERA MAX® products.

Net cash used in operating activities for the ~~nine~~three months ended ~~November~~May 3031, ~~2011~~2012 was $~~737~~(45,~~000~~059) as compared to $~~882~~(169,~~000~~350) in the prior year period. The decrease in the cash used in operating activities in the current period was principally the result of an increase in accounts payable and other liabilities of approximately $~~910~~110,000. ~~which~~In ~~was~~the ~~offset~~prior byyear ~~an increase in accounts receivable and deposits of $562~~quarter,~~000.~~ Wewe also used a significant amount of non-cash compensation in the form of common stock, warrants and options in lieu of cash.

Investing cash flows: Net cash provided by investing activities ~~of $12,000~~ was ~~the result of the collection of a note and accrued interest and an advance to an affiliate~~$0. No cash was provided or used by investing activities in the ~~nine~~three months ended ~~November~~May 3031, ~~2010~~2012.

Financing cash flows: Net cash provided by financing activities was $~~801~~44,~~000~~935 and $~~915~~157,~~000~~137 in ~~2011~~2012 and ~~2010~~2011, respectively. We ~~were~~Further ~~able~~financing towas ~~secure~~provided ~~capital~~by ~~from~~additional ~~investors~~notes ~~through~~payable ~~sales~~ of $44,935 in 2012 and $157,137 in 2011.

equity of $83,000 and $609,000 for the nine months ended November 30, 2011 and 2010, principally consisting of units of 2 shares of common stock and a warrant to purchase an additional share. Further financing was provided by additional notes payable of $663,000 in 2011 and $495,000 in 2010.

OFF-BALANCE SHEET ARRANGEMENTS

As of ~~November~~May 3031, ~~2011~~2012 we have no off-balance sheet arrangements.

Related Parties

Information concerning related party transactions is included in the financial statements and related notes, appearing elsewhere in this quarterly report on Form 10-Q.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to our financial statements included in the Annual Report on Form 10-K/A for the year ended February 2829, ~~2011~~2012.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company is in the process of implementing disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’), that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports are recorded, processed, summarized, and reported within the time periods specified in rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer to allow timely decisions regarding required disclosure.

As of November 30, 2011, the Chief Executive Officer and Chief Financial Officer carried out an assessment, of the effectiveness of the design and operation of our disclosure controls and procedure and concluded that the Company’s disclosure controls and procedures were not effective as of November 30, 2011, because of the material weakness described below.17

AAs ~~material~~of ~~weakness~~May is31, a2012, ~~deficiency~~the Chief Executive Officer carried out an assessment, orof athe ~~combination~~effectiveness of ~~deficiencies,~~the indesign ~~internal~~and ~~control~~operation ~~over~~of ~~financial~~our ~~reporting,~~disclosure ~~such~~controls and procedure and concluded that ~~there~~the isCompany’s adisclosure ~~reasonable~~controls ~~possibility~~and ~~that~~procedures awere ~~material~~not ~~misstatement~~effective as of May 31, 2012, because of the material weakness described below.

19A 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.

Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified during management's assessment was the lack of review over transactions due to the limited resources of the accounting and finance function. This control deficiency did not result in adjustments to the Company’s interim financial statements. However, this control deficiency could result in a material misstatement of significant accounts or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

The Chief Executive Officer ~~and Chief Financial Officer~~ performed additional accounting and financial analyses and other post-closing procedures including detailed validation work with regard to balance sheet account balances, additional analysis on income statement amounts and managerial review of all significant account balances and disclosures in the Quarterly Report on Form 10-Q, to ensure that the Company’s Quarterly Report and the financial statements forming part thereof are in accordance with accounting principles generally accepted in the United States of America. Accordingly, management believes that the financial statements included in this Quarterly Report fairly present, in all material respects, the Company’s financial condition, results of operations, and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

During the three months ended ~~November~~May 3031, ~~2011~~2012 there were no changes in our system of internal controls over financial reporting.

2018

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

~~None~~We have been sued in California in a purported class action regarding allegations that the product packaging should be modified. We have reviewed the packaging with Registrar Corp, which helps businesses comply with U.S. FDA Drug registration and listing requirements by providing Registration, U.S. Agent and Compliance Assistance for U.S. and Non-U.S. Companies in the Drug Industry. Registrar Corp's Drug Labeling and Ingredient Review service helps companies determine their drug's likely classification and compliance with applicable labeling requirements. All products packaging and labeling was reviewed by and received approval from Registrar before going to market. Mr. Jimmy Conde is the plaintiff and alleges that our product’s package labeling is inadequate. Notwithstanding the above, and even though we believe the suit is without merit, we are attempting to negotiate a modest settlement that may include minor additions to the packaging labels. The litigation has been moved to Federal Court and we are negotiating a settlement agreement in the amount of $21,000 which is fully dependent upon our ability to pay this amount, the agreement of the parties and approval by the Court. No assurances can be given as to the outcome of this litigation or its impact upon us or our business.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K/A for the fiscal year ended February 2829, ~~2011~~2012, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K/A are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended ~~November~~May 3031, ~~2011~~2012, we issued 6,666,666 shares of common stock to consultants and directors for services performed. We also issued 2,558,535 shares to a lender as part of the renegotiation of a loan agreement. Additionally, a related party converted $35197,000 of ~~convertible~~notes ~~debentures~~payable into 110,~~166~~333,~~666~~333 shares of common stock. ~~This~~ All ~~stock~~of isthese issuances were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933 as amended as transactions not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~None~~On April 20, 2012, the finance company with which we have a Master Materials Acquisition and Purchase Order Assignment Agreement required a Binding Term Sheet, as a condition to advancing an additional $20,000 in order to make a payment on the rebate account payable. The Term Sheet requires that we make certain payments to them 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. This agreement has been extended thirty days as noted in Note 8.

ITEM 4. (Removed and Reserved)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit		Description
10.1		Amended and Restated Master Materials Acquisition and Purchase Order Assignment Agreement*
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under Securities Exchange Act of 1934.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350.

*Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2011 filed with the Securities and Exchange Commission on October 17,, 2011. 20

SIGNATURES

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 on ~~January~~July 1723, 2012.

TheraBiogen, Inc. By: /s/ Kelly T. Hickel Chief Executive Officer ~~By: /s/ Mark D. Shooman Chief Financial Officer~~

2221

Filing Compare · TheraBiogen, Inc.