KELEDJIAN HAIG - 4 filing on 2004-10-21

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KELEDJIAN HAIG

(Last)

(First)

(Middle)

PO BOX 1020

(Street)

SO PASADENA

91030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIRAL GENETICS INC /DE/ [ VRAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	09/20/2004		A		1,192,970	A	⁽¹⁾	20,510,630	D
common stock	09/20/2004		J		4,986,600	A	⁽¹⁾	20,510,630	I	held by Tomson Voting Trust
common stock	09/20/2004		J		1,817,521	A	⁽¹⁾	20,510,630	I	Held by Bretton Securities UDT 07/20/95
common stock	09/20/2004		J		1,850,466	A	⁽¹⁾	20,510,630	I	Held by GK Trust
common stock	09/20/2004		J		9,884	A	⁽¹⁾	20,510,630	I	Held by Foundation for the Advancement of Health Sciences

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$0.45	06/04/2004		A		1,800,000		⁽²⁾	05/31/2008	common stock	1,800,000	⁽³⁾	4,100,000	D
Convertible Notes Due	$0.3	08/05/2004		J⁽⁴⁾		$1,417,712.58		⁽²⁾	05/31/2008	common stock	4,725,708	⁽⁵⁾	$1,417,712.58	I	Notes held by Best Investments, Inc.
common stock warrant	$0.4	08/05/2004		J⁽⁴⁾		4,725,708		⁽²⁾	05/31/2008	common stock	4,725,708	⁽⁵⁾	4,725,708	I	Held by Best Investments, Inc.
stock option	$0.52	09/20/2004		A⁽⁶⁾		24,140		⁽²⁾	09/19/2006	common stock	24,140	⁽⁵⁾	199,473	D
stock option	$0.52	09/20/2004		J		100,908		⁽²⁾	09/19/2006	common stock	100,908	⁽⁵⁾	199,473	I	Held by Tomson Voting Trust
stock option	$0.52	09/20/2004		J		36,779		⁽²⁾	09/19/2006	common stock	36,779	⁽⁵⁾	199,473	I	held by Bretton Securities UDT 07/20/1995
stock option	$0.52	09/20/2004		J		37,446		⁽²⁾	09/19/2006	common stock	37,446	⁽⁵⁾	199,473	I	held by GK Trust
stock option	$0.52	09/20/2004		J		200		⁽²⁾	09/19/2006	common stock	200	⁽⁵⁾	199,473	I	held by Foundation for the Advancement of Health Sciences
stock option	$0.38	09/20/2004		A		12,070		⁽²⁾	09/19/2006	common stock	12,070	⁽²⁾	99,737	D
stock option	$0.38	09/20/2004		J		50,454		⁽²⁾	09/19/2006	common stock	50,454	⁽⁵⁾	90,737	I	held by Tomson Voting Trust
stock option	$0.38	09/20/2004		J		18,390		⁽²⁾	09/19/2006	common stock	18,390	⁽⁵⁾	99,737	I	held by Bretton Securities UDT 07/20/1995
stock option	$0.38	09/20/2004		J		18,723		⁽²⁾	09/19/2006	common stock	18,723	⁽⁵⁾	99,737	I	held by GK Trust
stock option	$0.38	09/20/2004		J		100		⁽²⁾	09/19/2006	common stock	100	⁽⁵⁾	99,737	I	held by Foundation for the Advancement of Health Sciences
stock option	$0.65	09/20/2004		A		12,070		⁽²⁾	09/19/2006	common stock	12,070	⁽⁵⁾	99,737	D
stock option	$0.65	09/20/2004		J		50,454		⁽²⁾	09/19/2006	common stock	50,454	⁽⁵⁾	99,737	I	held by Tomson Voting Trust
stock option	$0.65	09/20/2004		J		18,390		⁽²⁾	09/19/2006	common stock	18,390	⁽⁵⁾	99,737	I	held by Bretton Securities UDT 07/20/1995
stock option	$0.65	09/20/2004		J		18,723		⁽²⁾	09/19/2006	common stock	18,723	⁽⁵⁾	99,737	I	held by GK Trust
stock option	$0.65	09/20/2004		J		100		⁽²⁾	09/19/2006	common stock	100	⁽⁵⁾	99,737	I	held by Foundation for the Advancement of Health Sciences
stock option	$0.58	09/20/2004		A		12,070		⁽²⁾	09/19/2006	common stock	12,070	⁽⁵⁾	99,737	D
stock option	$0.58	09/20/2004		J		50,454		⁽²⁾	09/19/2006	common stock	50,454	⁽⁵⁾	99,737	I	held by Tomson Voting Trust
stock option	$0.58	09/20/2004		J		18,390		⁽²⁾	09/19/2006	common stock	18,390	⁽⁵⁾	99,737	I	held by Bretton Securities UDT 07/20/1995
stock option	$0.58	09/20/2004		J		18,723		⁽²⁾	09/19/2006	common stock	18,723	⁽⁵⁾	99,737	I	held by GK Trust
stock option	$0.58	09/20/2004		J		100		⁽²⁾	09/19/2006	common stock	100	⁽⁵⁾	99,737	I	held by Foundation for the Advancement of Health Sciences
common stock warrant	$0.4	09/20/2004		A⁽⁷⁾		1,192,970		⁽²⁾	09/19/2009	common stock	1,192,970	⁽⁵⁾	9,857,441	D
common stock warrant	$0.4	09/20/2004		J⁽⁷⁾		4,986,600		⁽²⁾	09/19/2009	common stock	4,986,600	⁽⁵⁾	9,857,441	I	held by Tomson Voting Trust
common stock warrant	$0.4	09/20/2004		J⁽⁷⁾		1,817,521		⁽²⁾	09/19/2009	common stock	1,817,521	⁽⁵⁾	9,857,441	I	held by Bretton Securities UDT 07/20/1995
common stock warrant	$0.4	09/20/2004		J⁽⁷⁾		1,850,466		⁽²⁾	09/19/2009	common stock	1,850,466	⁽⁵⁾	9,857,411	I	held by GK Trust
common stock warrant	$0.4	09/20/2004		J⁽⁷⁾		9,884		⁽²⁾	09/19/2009	common stock	9,884	⁽⁵⁾	9,857,441	I	held by Foundation for the Advancement of Health Sciences

Explanation of Responses:

1. Received in exchange for capital stock of Therapeutic Genetic, Inc., in connection with merger of Therapeutic Genetic, Inc. into subsidiary of Viral Genetics, Inc. On September 20, 2004, the high bid price for Viral Genetics, Inc. common stock in the over-the-counter market was $0.38.

2. immediately

3. granted pursuant to Employment Agreement

4. Convertible notes held by Hampar Karageozian and Harry Zhabilov, Jr., were contributed to Best Investments, Inc., together with a convertible note held by Haig Keledjian. Mr. Keledjian is the sole officer and director of Best Investments, Inc., but disclaims any pecuniary interest in the convertible notes contributed by others. Upon conversion, the holder receives one share and one warrant per $0.30 of principal and interest.

5. not applicable

6. All stock options with a transaction date of 09/20/2004 are options originally granted to Therapeutic Genetic, Inc. and distributed by Therapeutic Genetic, Inc. to its shareholders for no consideration immediately prior to the merger of Therapeutic Genetic, Inc. with the subsidiary of Viral Genetics, Inc.

7. The warrants were issued with common stock of Viral Genetics, Inc. in the merger transaction that resulted in the acquisition of Therapeutic Genetic, Inc.

	Haig Keledjian	10/21/2004
	Haig Keledjian Trustee Tomson Voting Trust	10/21/2004
	Haig Keledjian Trustee Bretton Securities UDT 07/20/1995	10/21/2004
	Haig Keledjian Trustee GK Trust	10/21/2004
	Foundation for the Advancement of Health Sciences	10/21/2004
	** Signature of Reporting Person	Date
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