Big 10 K

Big 10 K Navigationsmenü

The Great 10k Berlin (bis Grand 10 Berlin) sind ein Volks- und Straßenlauf über 10 km, der seit im Oktober in Berlin stattfindet. Von bis Streckenlänge: 10 km. Start/Ziel am Schloss Charlottenburg – mitten durch den Berliner Zoo – vorbei an Tigern und Nashörnern. Streckenverlauf*: Spandauer. And though the invariably sold-out Half Marathon in November is the crowning event of the weekend, there are many other activities surrounding it. The Big Sur​. Big Island International Marathon invites runners to be part of a beautiful race that follows the coast of Old Hawaii. The lush, verdant, tree-lined hills and brilliant. The official Facebook fan page of the Big Ten Conference. month with supporting great charities and getting some exercise through the virtual BTN Big 10k.

Big 10 K

Streckenlänge: 10 km. Start/Ziel am Schloss Charlottenburg – mitten durch den Berliner Zoo – vorbei an Tigern und Nashörnern. Streckenverlauf*: Spandauer. Big Island International Marathon invites runners to be part of a beautiful race that follows the coast of Old Hawaii. The lush, verdant, tree-lined hills and brilliant. Fortgeschrittene Marathonläufer sollten hin und wieder einen km-Lauf als „​Schnelligkeitstraining“ absolvieren. 3. Das Training ist vielfältig und variantenreich.

Is packet pick-up mandatory? NO, but we highly suggest you pick up the day before to avoid long lines race morning.

For your safety and that of others, we do not allow the following items on the course: Animals other than service animals Any wheeled conveyance excluding baby strollers and wheelchairs What are the start times for each race?

Free parking is available around the race venue. Will there be race photos? Photos will be taken along the course and you will receive an e-mail with a link to pictures of you within one week after the event.

You will be able to download, print and share all your pictures for FREE! Will there be a Gear Check?

While you run, your gear will be held at Gear Check. Your bib will have a detachable portion that you can pin to your gear as identification.

Management, 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the year ended February 29, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived 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 resource constraints, and the benefits 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 of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns 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 design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. In an effort to improve our ability to grow the company and attain profitably, we have engaged Mr.

This relationship will, we believe, be instrumental in revising our Business Plan and Strategy as discussed elsewhere in this document.

The persons who served as directors and executive officers of the as of June 8, their ages and positions held, are listed below. On May 22, , at the Board Meeting which approved Mr.

Rubizhevsky, Mr. Saxe, Mr. Forman and Mr. Rifenburgh resigned after first appointing Mr. Pasquale Petruzzo and Mr. Thomas Kelley to fill vacancies on the Board.

Furthermore, on May 11, , Mr. Hickel executed a Separation and Transition Services Agreement in which he agreed to resign all of his positions with the Company 90 days after execution of the Agreement, which Agreement was ratified by the Board on May 22, He also agreed that after his resignation he will have no affiliation of any kind with the Company.

Under the terms of the consulting agreement, FSR, Inc. Historically, Mr. Previously, Mr. Hickel was the turn-around President of MiniScribe Corp.

Hickel has arranged a number of private and public we financings and financial restructuring over the years. Hickel is a graduate of Indiana University, with a Bachelors of Science, and has attended coursework at Columbia University.

While there, he prepared financials and assisted CFO in the day to day operations. In , 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. His degree is from Hofstra University.

Kelley is currently a television producer and consultant specializing in corporate problem solving by establishing models for communication among individuals and groups.

In , he co-founded The TFE group that works to develop, implement and evaluate new methodologies for integrating financial literacy topics into existing subject based content.

Kelley helped organize policy leaders, educators, and corporate leaders to share their experiences and insights about the need for financial education in schools.

We have no direct employees. Hickel, our sole officer of the listed above, has acted as an officer pursuant to a consulting agreement with FSR, Inc.

Our Chief Medical Officer had served part time on an informal consulting basis, prior to his resignation. As of May 22, , we have engaged Mr.

We adopted charters for an Audit Committee, Compensation Committee and the Governance and Nominating Committee, and we established Board committees for each in 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 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. The Governance and Nominating Committee included Mr.

Hickel and Dr. We adopted a 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, Pursuant 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.

We had no other agreement or understanding, express or implied, with any other executive officer concerning employment or cash or other compensation for services.

For the years ended February 29, 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.

No stock options were exercised by any of the officers or directors in fiscal In fiscal , the Board of Directors approved grants of stock to certain officers or consultants, as follows:.

FSR, Inc. In addition, the 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 Directors, as follows:.

This Plan provides for the following annual compensation to each member of the Board of Directors:. 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.

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

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.

Hickel is engaged by FSR, Inc. Hickel is not an officer or owner of FSR, Inc. Hickel, on May 22, Taxes were not prepared by the principal accountant.

The Audit 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. The 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. Separation Agreement dated May between the Company and Mr. Certification of Chief Executive Officer pursuant to 18 U.

Section as adopted pursuant to Section of the Sarbanes-Oxley Act of We have audited the accompanying balance sheets of TheraBiogen, Inc.

Our responsibility is to express an opinion on these financial statements based on our audits. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

The company is not required to have, nor were we engaged to perform, an audit of its internal control 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 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. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TheraBiogen, Inc.

The 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, the company has had minimal operations to date, has an accumulated deficit, and has negative working capital.

These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note and interest receivable - related party. Notes payable-related parties-current portion. Liability for unissued common stock.

The accompanying notes are an integral part of these financial statements. For the years ended February 29, and February 28, TheraBiogen, Inc.

The merger closed on January 5, , and, as a result of the transaction, the Company changed its name to TheraBiogen, Inc. 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.

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 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.

During the quarter ended November 30, , the Company initiated revenue producing activities and, as a result, determined that it was no longer a development stage company.

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. The 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, 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.

Inventory is carried at the lower of cost or market on a first in, first out basis. The Company recorded as an intangible asset the cost of the license agreement entered into with Nasal Therapeutics, Inc.

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 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 , 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 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 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 carrying amounts reported in the accompanying balance sheets of all financial instruments approximate 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 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.

Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.

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. Basic net loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period.

Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares 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 warrants which were assumed to have been made at the average market price of the common shares during the reporting period.

Compensation costs 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.

For purposes of the 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.

Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 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 29, , the Company incurred no foreign currency losses.

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Income loss reflects changes in equity that results from transactions and economic events from non-owner sources.

At February 29, and February 28, , the Company had no items that represented of comprehensive income loss and, therefore, has not included a schedule of comprehensive income loss in these unaudited financial statements.

Topic ASC addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.

Specifically, ASC requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.

At February 29, and February 28, , the Company did not have any asset retirement obligations. 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. The fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits.

At February 29, and February 28, , any cash held by the Company was held in fully insured accounts in institutions insured by the Federal Deposit Insurance Corporation.

As part of its cash management process, the Company performs periodic evaluations of the relative credit standing of its 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.

The 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.

As a result of this modification, we calculated the amortization of the license cost over the new term, as follows:. The note bears interest at 24 percent per annum, with interest payable monthly and principal payable at maturity.

This note was sold to third parties and converted to equity as described in Note 11 below. In December , 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.

Additionally, as additional consideration for funding limit increases, we may issue up to an additional , shares of common stock and up to , warrants to purchase additional shares of common stock.

As consideration for this facility the lender received shares and warrants as described below. The Company accounts for income taxes in accordance with accounting standards for Accounting for Income Taxes which require the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss and tax credit carry-forwards.

Additionally, the standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

The following is a schedule of deferred tax assets as of February 29, , and February 28, As a result of its implementation, the Company performed a comprehensive review of its uncertain tax positions in accordance with recognition and measurement standards established by FASB ASC The Company does not expect any reasonably possible material changes to the estimated amount of liability associated with uncertain tax positions through February These warrants are non-dilutable over their five year life.

Countdown to Race Day. Race Highlights. Official Swag. View fullsize Finisher Medal. View fullsize Race Shirt. View fullsize Bib Number.

Course Map. Covid Update. At this time, we are optimistic the Chicago 10K will take place as scheduled on October 3.

In the months ahead, we will continue to work closely with local, state, and federal officials to ensure a safe experience for our participants, volunteers, and spectators.

Packet Pick-Up. There are 3 options for picking up your race packet. Your QR code from your confirmation email is needed to pick up your race packet.

Option 1. Option 2. Option 3. Race Day. On race day, be sure to allow enough time to check in e. We recommend participants arrive at least 45 minutes before the start of the race.

Start Time. Race Location. Gear Check. Gear Check will be available at the race site.

Official Swag. View fullsize Finisher Medal. View fullsize Race Shirt. View fullsize Bib Number. Course Map. Covid Update.

At this time, we are optimistic the Chicago 10K will take place as scheduled on October 3. In the months ahead, we will continue to work closely with local, state, and federal officials to ensure a safe experience for our participants, volunteers, and spectators.

Packet Pick-Up. There are 3 options for picking up your race packet. Your QR code from your confirmation email is needed to pick up your race packet.

Option 1. Option 2. Option 3. Race Day. On race day, be sure to allow enough time to check in e. We recommend participants arrive at least 45 minutes before the start of the race.

Start Time. Race Location. Gear Check. Gear Check will be available at the race site. Course Details. Start Location. Our management, including our Chief Executive Officer and then Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of February 29, 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

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.

In our assessment of the effectiveness of internal control over financial reporting as of February 29, , 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.

As of the end of the period covered by this report, our management including our Chief Executive Officer and then Chief Financial Officer, also carried out an evaluation of our disclosure controls and procedures as defined in Rule 13a e of the Exchange Act.

Based on that evaluation, management including, our Chief Executive Officer and Chief Financial Officer, determined that our disclosure controls and procedures are ineffective in enabling us to record, process, summarize and report, in a timely manner, the information that we are required to disclose in our Exchange Act reports.

Control deficiencies that constituted material weaknesses, are described below. We do not have effective policies regarding the independence of our directors and have had only one independent director.

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 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.

We have no conflicts of interest policies and there is no provision for the review and approval of transactions between us and interested members of management.

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.

We 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. Because of these material weaknesses, management has concluded that the we did not maintain effective internal control over financial reporting as of February 29, , based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

Management, 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.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during the year ended February 29, that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud.

A control system, no matter how well conceived 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 resource constraints, and the benefits 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 of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns 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 design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

In an effort to improve our ability to grow the company and attain profitably, we have engaged Mr. This relationship will, we believe, be instrumental in revising our Business Plan and Strategy as discussed elsewhere in this document.

The persons who served as directors and executive officers of the as of June 8, their ages and positions held, are listed below.

On May 22, , at the Board Meeting which approved Mr. Rubizhevsky, Mr. Saxe, Mr. Forman and Mr. Rifenburgh resigned after first appointing Mr.

Pasquale Petruzzo and Mr. Thomas Kelley to fill vacancies on the Board. Furthermore, on May 11, , Mr. Hickel executed a Separation and Transition Services Agreement in which he agreed to resign all of his positions with the Company 90 days after execution of the Agreement, which Agreement was ratified by the Board on May 22, He also agreed that after his resignation he will have no affiliation of any kind with the Company.

Under the terms of the consulting agreement, FSR, Inc. Historically, Mr. Previously, Mr. Hickel was the turn-around President of MiniScribe Corp.

Hickel has arranged a number of private and public we financings and financial restructuring over the years. Hickel is a graduate of Indiana University, with a Bachelors of Science, and has attended coursework at Columbia University.

While there, he prepared financials and assisted CFO in the day to day operations. In , 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. His degree is from Hofstra University.

Kelley is currently a television producer and consultant specializing in corporate problem solving by establishing models for communication among individuals and groups.

In , he co-founded The TFE group that works to develop, implement and evaluate new methodologies for integrating financial literacy topics into existing subject based content.

Kelley helped organize policy leaders, educators, and corporate leaders to share their experiences and insights about the need for financial education in schools.

We have no direct employees. Hickel, our sole officer of the listed above, has acted as an officer pursuant to a consulting agreement with FSR, Inc. Our Chief Medical Officer had served part time on an informal consulting basis, prior to his resignation.

As of May 22, , we have engaged Mr. We adopted charters for an Audit Committee, Compensation Committee and the Governance and Nominating Committee, and we established Board committees for each in 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 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. The Governance and Nominating Committee included Mr.

Hickel and Dr. We adopted a 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, Pursuant 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.

We had no other agreement or understanding, express or implied, with any other executive officer concerning employment or cash or other compensation for services.

For the years ended February 29, 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.

No stock options were exercised by any of the officers or directors in fiscal In fiscal , the Board of Directors approved grants of stock to certain officers or consultants, as follows:.

FSR, Inc. In addition, the 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 Directors, as follows:.

This Plan provides for the following annual compensation to each member of the Board of Directors:. 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.

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

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.

Hickel is engaged by FSR, Inc. Hickel is not an officer or owner of FSR, Inc. Hickel, on May 22, Taxes were not prepared by the principal accountant.

The Audit 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. The 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. Separation Agreement dated May between the Company and Mr. Certification of Chief Executive Officer pursuant to 18 U.

Section as adopted pursuant to Section of the Sarbanes-Oxley Act of We have audited the accompanying balance sheets of TheraBiogen, Inc.

Our responsibility is to express an opinion on these financial statements based on our audits. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

The company is not required to have, nor were we engaged to perform, an audit of its internal control 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 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. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TheraBiogen, Inc.

The 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, the company has had minimal operations to date, has an accumulated deficit, and has negative working capital.

These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note and interest receivable - related party. Notes payable-related parties-current portion. Liability for unissued common stock. The accompanying notes are an integral part of these financial statements.

For the years ended February 29, and February 28, TheraBiogen, Inc. The merger closed on January 5, , and, as a result of the transaction, the Company changed its name to TheraBiogen, Inc.

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.

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 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.

During the quarter ended November 30, , the Company initiated revenue producing activities and, as a result, determined that it was no longer a development stage company.

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. The 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, 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.

Inventory is carried at the lower of cost or market on a first in, first out basis. The Company recorded as an intangible asset the cost of the license agreement entered into with Nasal Therapeutics, Inc.

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 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 , 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 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 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 carrying amounts reported in the accompanying balance sheets of all financial instruments approximate 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 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.

Valuation techniques used need to maximize the use of observable inputs and minimize the unobservable inputs.

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. Basic net loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period.

Diluted net income per common share includes the potential dilution that could occur upon exercise of the options and warrants to acquire common stock computed using the treasury stock method which assumes that the increase in the number of shares 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 warrants which were assumed to have been made at the average market price of the common shares during the reporting period.

Compensation costs 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.

For purposes of the 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.

Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 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 29, , the Company incurred no foreign currency losses.

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Comprehensive Income loss reflects changes in equity that results from transactions and economic events from non-owner sources.

At February 29, and February 28, , the Company had no items that represented of comprehensive income loss and, therefore, has not included a schedule of comprehensive income loss in these unaudited financial statements.

Topic ASC addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.

Specifically, ASC requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.

At February 29, and February 28, , the Company did not have any asset retirement obligations. 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. The fair value of these financial instruments approximate their carrying values due to their short maturities.

Concentration of Credit Risk. Free parking is available around the race venue. Will there be race photos?

Photos will be taken along the course and you will receive an e-mail with a link to pictures of you within one week after the event.

You will be able to download, print and share all your pictures for FREE! Will there be a Gear Check? While you run, your gear will be held at Gear Check.

Your bib will have a detachable portion that you can pin to your gear as identification. Attach your gear tag to your gear before you leave with the Gear Check crew.

After the race, quickly and easily reclaim your checked items at the Gear Check Tent. The event is not responsible for any lost items.

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