UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                  Date of Report:             August 1, 2006
          Date of earliest event reported:    July 26, 2006


                              Auriga Laboratories, Inc.
                     ---------------------------------------------
                      (Exact name of registrant as specified in
                                     its charter)


           Delaware                     0-26013               84-1334687
-------------------------------- ----------------------  ----------------------
 (State or other jurisdiction         (Commission          (I.R.S. Employer
       of incorporation)             File Number)         Identification No.)

 5555 Triangle Parkway, Suite                                    30092
     300 Norcross, Georgia
--------------------------------                         ----------------------
     (Address of principal                                    (Zip Code)
      executive offices)

Registrant's   telephone number, including (678) 282-1600 area code:

                                        N/A
                ----------------------------------------------------
                  Former name or former address, if changed since
                                    last report

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

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item  8.01.  Other Events.

      On July 26, 2006, Auriga Laboratories, Inc. ("Auriga") and Athlon
Pharmaceuticals, Inc. ("Athlon") entered into a letter agreement (the "Letter
Agreement") that sets forth the proposed material terms of Auriga's purchase of
all of Athlon's rights to the LEVALL(R) Product Line, which consists of various
pharmaceutical products that provide relief from coughing, congestion and
rhinitis associated with respiratory infections such as the common cold,
influenza, bronchitis and sinusitis.

      The proposed purchase price consists of $2.5 million of cash payable by
Auriga at the closing of the transactions contemplated by the Letter Agreement,
$2.5 million of Auriga common stock, with registration rights, delivered at the
closing, and additional cash payments based upon net sales of the LEVALL(R)
Product Line for specified periods after the closing. A copy of the Letter
Agreement is filed as an exhibit to this Current Report on Form 8-K and is
incorporated herein.

      The Letter Agreement does not constitute a definitive agreement, and any
obligation of the parties to consummate the transactions that are described in
the Letter Agreement is subject to the negotiation and execution of a binding
definitive agreement that will contain customary closing conditions and other
terms that may be agreed to by the parties. The Letter Agreement provides that
Auriga and Athlon will use their best efforts to execute the definitive
agreement by August 15, 2006 and to close the transactions contemplated in the
definitive agreement by August 31, 2006.
      .

Item 9.01.  Financial Statements and Exhibits.

10.1  Letter Agreement dated July 26, 2006 between Auriga Laboratories, Inc. and
      Athlon Pharmaceuticals, Inc.


<PAGE>



                                  SIGNATURES

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

                                           Auriga Laboratories, Inc.

August 1, 2006                             By /s/ Philip S. Pesin
                                             ----------------------------------
                                             Name:  Philip S. Pesin
                                             Title: Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                  Date of Report:             August 1, 2006
          Date of earliest event reported:    July 26, 2006

                              Auriga Laboratories, Inc.
                     ---------------------------------------------
                      (Exact name of registrant as specified in
                                     its charter)

           Delaware                     0-26013               84-1334687
-------------------------------- ----------------------  ----------------------
 (State or other jurisdiction         (Commission          (I.R.S. Employer
       of incorporation)             File Number)         Identification No.)

 5555 Triangle Parkway, Suite                                    30092
     300 Norcross, Georgia
--------------------------------                         ----------------------
     (Address of principal                                    (Zip Code)
      executive offices)

Registrant's   telephone number, including (678) 282-1600 area code:

                                        N/A
                ----------------------------------------------------
                  Former name or former address, if changed since
                                    last report

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

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)
[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item  8.01.  Other Events.

      On July 26, 2006, Auriga Laboratories, Inc. ("Auriga") and Athlon
Pharmaceuticals, Inc. ("Athlon") entered into a letter agreement (the "Letter
Agreement") that sets forth the proposed material terms of Auriga's purchase of
all of Athlon's rights to the LEVALL(R) Product Line, which consists of various
pharmaceutical products that provide relief from coughing, congestion and
rhinitis associated with respiratory infections such as the common cold,
influenza, bronchitis and sinusitis.

      The proposed purchase price consists of $2.5 million of cash payable by
Auriga at the closing of the transactions contemplated by the Letter Agreement,
$2.5 million of Auriga common stock, with registration rights, delivered at the
closing, and additional cash payments based upon net sales of the LEVALL(R)
Product Line for specified periods after the closing. A copy of the Letter
Agreement is filed as an exhibit to this Current Report on Form 8-K and is
incorporated herein.

      The Letter Agreement does not constitute a definitive agreement, and any
obligation of the parties to consummate the transactions that are described in
the Letter Agreement is subject to the negotiation and execution of a binding
definitive agreement that will contain customary closing conditions and other
terms that may be agreed to by the parties. The Letter Agreement provides that
Auriga and Athlon will use their best efforts to execute the definitive
agreement by August 15, 2006 and to close the transactions contemplated in the
definitive agreement by August 31, 2006.
      .

Item 9.01.  Financial Statements and Exhibits.

10.1  Letter Agreement dated July 26, 2006 between Auriga Laboratories, Inc. and
      Athlon Pharmaceuticals, Inc.
SIGNATURES

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

                                           Auriga Laboratories, Inc.

August 1, 2006                             By /s/ Philip S. Pesin
                                             ----------------------------------
                                             Name:  Philip S. Pesin
                                             Title: Chief Executive Officer