S-8

As filed with the Securities and Exchange Commission on July 16, 2007

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIRAL GENETICS, INC.

(Exact name of issuer as specified in its charter)

Delaware	33-0814123
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

1321 MOUNTAIN VIEW CIRCLE

ASUZA, CALIFORNIA 91702

(Address of principal executive offices)

Compensation of Consultants pursuant to a Consulting Agreement

(Full title of the plan)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	8,500,000	$0.08	680,000	$292.40 (1)

 (1) Calculated pursuant to Rules 457(c) using the average of the high and low prices of the Common Stock as quoted on the OTCBB, over the counter bulletin board stock market on July 16, 2007.

PARTI

INFORMATION REQUIRED IN THE SECTION10(a)PROSPECTUS

Item 1. Plan Information.^*

Item 2. Registrant Information and Employee Plan Annual Information.*

**This Registration Statement relates to the registration of 8,500,000 shares of Common Stock, $0.0001 par value per share, of Viral Genetics, Inc. (the “Registrant”) of which (a) 200,000 shares have been issued to George Haralampoudis pursuant to a Consulting Agreement (the “Consulting Agreement”) as payment for consulting services rendered to the Registrant relating to the structuring of the Registrant’s debentures and other general business matters; (b) 300,000 shares have been issued to Dennis O’Rourke pursuant to the Consulting Agreement as payment for consulting services rendered to the Registrant relating to the structuring of the Registrant’s debentures and other general business matters; (c) 500,000 shares have been issued to Martin Weisberg as payment for consulting services rendered to the Registrant relating to the compliance issues of Registrant and its public relations matters; (d) 1,000,000 shares have been issued to Paul Giarmoleo as payment for consulting services rendered to the Registrant relating to the marketing of Registrant’s products in international markets; (e) 2,000,000 shares have been issued to Jeremy Draper as payment for consulting services rendered to the Registrant relating to the design and creation of Registrant’s marketing materials and strategies; and (f) 4,500,000 shares have been issued to Hugh Austin as payment for consulting services rendered to the Registrant relating to the marketing and strategic planning of Registrant’s business ventures and other general business matters.

Registrant will provide without charge to each person to whom a copy of a Section 10(a) Prospectus hereunder is delivered, upon the oral or written request of such person, a copy of any document incorporated in this Registration Statement by reference. Requests for such information should be directed to: Haig Keledjian, President, 1321 Mountain View Circle, Asuza, CA 91702, (626) 334-5310.

PARTII

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Viral Genetics, Inc. (the “Registrant”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports and other information with the Commission. The following documents, or portions thereof, filed by the Registrant with the Commission pursuant to the Securities Act or the Exchange Act, are incorporated by reference in this Registration Statement:

1.    Our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006;

2. Our Quarterly Report on Form 10-QSB for the period ended March 31, 2006; and

2. The information in respect of the Registrant’s Capital Stock, $.0001 par value, under the caption “Description of Capital Stock” contained in the Registrant’s Registration Statement on Form SB-2, dated May 16, 2006.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment heretoindicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective dates of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Moritt Hock Hamroff & Horowitz LLP, who has prepared this Registration Statement, has represented the Registrant in the past on certain legal matters. Dennis O’Rourke, an ‘of counsel’ attorney at Moritt Hock Hamroff & Horowitz LLP, is the recipient of an aggregate of 500,000 shares of Common Stock of the Registrant which are included in this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The Company is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law (the “DGCL”), which provides that a corporation may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee, or agent of such corporation or is or was serving at the request of such corporation as an officer, director, employee, or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee, or agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. Section 145 of the DGCL provides further that a Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above or any claim therein, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. The certificate of incorporation of the Company provides for indemnification of its officers and directors to the full extent permitted by the DGCL.

The certificate of incorporation also provides that directors of the Company will not be personally liable for monetary damages for breach of a director’s fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

ExhibitNo.	Description
4.1	Consulting Agreement between the Registrant, Paradigm Media Ventures, Inc. and DO Consulting, LLC.
5.1	Opinion of Moritt Hock Hamroff & Horowitz LLP.

Item 9. Undertakings.

1.             The undersigned Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; (b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2.               The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.               The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 or Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

4.               Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense or any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Azuso,California, on this 16^th day of July, 2007.

VIRAL GENETICS, INC.
		(Registrant)
	By:	/s/ Haig Keledjian
		Haig Keledjian
		Chief Executive Officer, Chief Financial Officer, President, Secretary and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Haig Keledjian	Chief Executive Officer, Chief Financial Officer, President, Secretary and Director	July 16, 2007
Haig Keledjian

EXHIBITINDEX

ExhibitNo.	Description
4.1	Consulting Agreement between the Registrant, George Haralampoudis and Dennis O’Rourke
4.2	Consulting Agreement between the Registrant and Jeremy Draper
4.3	Marketing and Consulting Agreement between the Registrant and Paul Giarmoleo
4.4	Consulting Services Agreement between the Registrant and Hugh Austin
4.5	Consulting Agreement between the Registrant and Martin Eric Weisberg
5.1	Opinion of Moritt Hock Hamroff & Horowitz LLP.

EX-4.1

Exhibit 4.1

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made as the1st day of June, 2007 by and among Viral Genetics, Inc., a Delaware corporation (the “Company”); George Haralampoudis (“Haralampoudis”); and Dennis O’Rourke (“O’Rourke”). Haralampoudis and O’Rourke are collectively referred to as the “Consultants.”

WHEREAS, Consultants desire to render consulting services to the Company and the Company desires to retain Consultants for the purpose of rendering such services, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1

APPOINTMENT; TERM

Section 1.1.Appointment. The Company hereby appoints Consultants, and Consultants hereby accepts such appointment, to serve as Consultants to the Company and to perform such services as may be requested from time to time by the Company and agreed to in writing by Consultants during the Term, as hereinafter defined, pursuant to the terms and conditions of this Agreement. Consultants shall have no minimum time commitment.

Section 1.2.      Term. The term of this Agreement shall commence on the date hereof and expire on the six month anniversary date of this Agreement, or on the earliest date this Agreement is terminated pursuant to Section 1.3 (the “Term”).

Section 1.3        Termination and/or Expiration. This Agreement may be terminated as follows:

(a) By the Company upon thirty (30) days written notice to Consultants, provided, that in the event the Company terminates this Agreement for any reason, the Company shall be responsible for all fees payable to Consultants pursuant to Section 3 and all other sections of this Agreement; and

(b) Consultants may terminate this Agreement at will, upon thirty (30) days written notice to the Company.                  

SECTION 2

DUTIES AND OBLIGATIONS OF CONSULTANTS

Section 2.1General Duties. Consultants shall provide general business consulting services including, but not limited to, issues related to: advising the Company regarding a term sheet for a convertible debenture financing, corporate structure, transaction structuring, and corporate finance matters from time to time during the Term at such times as are mutually agreeable to the Company and Consultants (the “Services”). Consultants shall perform such Services at their discretion.  

Section 2.2Other Activities. Consultants may engage in any other activities related to any industry including, but not limited to, any industry that is competitive with the Company or any other industry during and after the Term of this Agreement.

SECTION 3

COMPENSATION OF CONSULTANTS

Section 3.1Payment. As consideration for the Services, the Company shall pay to Consultants:

(a)          five hundred  thousand (500,000) shares (the “Shares”) of common stock allocated as follows: 200,000 unrestricted shares issued to Haralampoudis; and 300,000 unrestricted shares issued to O’Rourke. The Shares shall be issued and deemed earned on the date hereof and shall not be refundable regardless of the termination of this Agreement, and the Shares shall be registered on the Company’s next registration statement that the Shares are eligible to be registered on; and

(b)         the Company shall reimburse Consultants, or cause it to be reimbursed, for all reasonable out-of-pocket expenses incurred by Consultants in the performance of the Services hereunder or in furtherance of the business and/or interests of the Company; provided however, that Consultants shall have previously furnished to the Company an itemized account, reasonably satisfactory to the Company, in substantiation of such expenditures (the “Expenses”).

SECTION 4

INDEPENDENT CONTRACTOR; REPRESENTATION AND WARRANTY

Section 4.1Status as Independent Contractor. In the performance of the Services, Consultants shall act solely as an independent contractor, and nothing herein contained or implied will at any time be construed so as to create the relationship of employer and employee, partnership, principal and agent, or joint venturer as between the Company and Consultants. Consultants shall have no authority to bind the Company or to make any representations or warranties on behalf of the Company and shall not represent to any person or entity that she has any other such authority. The Company understands and agrees that O’Rourke will not be providing any legal advice to the Company, and will not be acting as counsel to the Company, or performing any services traditionally associated with counsel.

Section 4.2       Taxes. All taxes applicable to this Agreement shall be paid by Consultants, and the Company shall not withhold or pay any amount for federal, state or municipal income tax, social security, unemployment or worker’s compensation.

SECTION 5

GENERAL

Section 5.1General Provisions. The following provisions shall apply to this Agreement:

Section 5.2       Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Company and Consultants and their respective successors, assigns, and legal representatives of every kind, character, or nature.

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Section 5.3       Governing Law, Forum. This Agreement and the rights and obligations of the parties shall be interpreted under and governed by the laws of the State of New York, without regard to its conflicts of laws principles. Any and all matters of dispute of any nature whatsoever arising out of or in any way connected with this Agreement or in any way connected with the relationship of the parties to this Agreement, shall be subject to determination only by the State or Federal courts sitting in Nassau County, New York. The parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts sitting in Nassau County, New York as the sole and exclusive forum for such matters of dispute, and further agree that, in the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party’s refusal to accept any such notice shall be equivalent to service. Without limiting the generality of the foregoing, the Company hereby specifically waives any claims of inconvenient forum (howsoever denominated) in agreeing to the forum and jurisdiction herein set forth.

Section 5.4       Entire Agreement. This Agreement constitutes all of the understandings and agreements existing between the parties hereto concerning the specific subject matter hereof and the rights and obligations created hereunder.

Section 5.5       Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier to occur of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the next business day after deposit if sent by a recognized overnight delivery service as follows:

(a)	if to Consultants, to:
	Dennis O’Rourke
	c/o Moritt Hock Hamroff & Horowitz LLP
	400 Garden City Plaza
	Garden City, NY 11530
(b)	if to the Company, to:
	Viral Genetics, Inc.
	1321 Mountain View Circle
	Azusa, CA 91072
	Attn: Haig Keledjian

; provided that each of the parties hereto shall promptly notify the other parties hereto of any change of address, which address shall become such party’s address for the purposes of this Section.

Section 5.6       Number and Gender. Whenever appropriate in this Agreement, terms in the singular number shall include the plural number (and vice versa) and each gender form shall include all others.

Section 5.7       Attorneys’ Fees and Costs. In the event that any legal proceeding concerning the enforcement and interpretation of the provisions of this Agreement is instituted, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys’ fees and other expenses related to such proceeding, in addition to any other relief to which it may be entitled. 

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Section 5.8        Severability. If any provision or portion of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be equitably construed as if it did not contain the invalid, illegal, or unenforceable provision. This Agreement shall be construed equitably in accordance with its terms, without regard to the degree to which Consultants and the Company has participated in drafting this Agreement.

Section 5.9        Survival. Any provision hereof which by its terms applies in whole or part after a termination of this Agreement shall survive such termination and continue in full force and effect.

Section 5.10      Captions. Titles and headings in this Agreement are for reference purposes only and shall in no way limit, define, or otherwise affect the construction of this Agreement.

Section 5.11      No Continuing Waiver. No waiver of any breach of this Agreement shall be effective unless in writing, and no waiver shall constitute a waiver of any subsequent breach.

Section 5.12      Amendment. This Agreement may not be amended, altered, modified, or otherwise changed in any respect except by the prior written agreement of the parties.

Section 5.13      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

Section 5.14      Consultation with Independent Counsel. The parties to this Agreement acknowledge that they have (i) read this Agreement and consulted with legal counsel of their independent choice concerning the terms hereof, (ii) discussed and reviewed the provisions of this Agreement with their counsel, and (iii) been fully advised of the legal significance of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first stated above.

SIGNATURE PAGE FOLLOWS

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VIRAL GENETICS, INC.

By:

CONSULTANTS

Dennis O’Rourke

George Haralampoudis

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EX-4.2

Exhibit 4.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made as the 1st day of June, 2007 by and among Viral Genetics, Inc., a Delaware corporation (the “Company”) and Jeremy Draper, an individual (the “Consultant”).

WHEREAS, Consultant desires to render consulting services to the Company and the Company desires to retain Consultant for the purpose of rendering such services, pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1

APPOINTMENT; TERM

Section 1.1.Appointment. The Company hereby appoints Consultant, and Consultant hereby accepts such appointment, to serve as Consultant to the Company and to perform such services as may be requested from time to time by the Company and agreed to in writing by Consultant during the Term, as hereinafter defined, pursuant to the terms and conditions of this Agreement. Consultant shall have no minimum time commitment.

Section 1.2.Term. The term of this Agreement shall commence on the date hereof and expire on the six month anniversary date of this Agreement, or on the earliest date this Agreement is terminated pursuant to Section 1.3 (the “Term”).

Section 1.3Termination and/or Expiration. This Agreement may be terminated as follows:

(a) By the Company upon thirty (30) days written notice to Consultant, provided, that in the event the Company terminates this Agreement for any reason, the Company shall be responsible for all fees payable to Consultant pursuant to Section 3 and all other sections of this Agreement; and

(b) Consultant may terminate this Agreement at will, upon thirty (30) days written notice to the Company.                  

SECTION 2

DUTIES AND OBLIGATIONS OF CONSULTANT

Section 2.1General Duties. Consultant shall provide general business consulting services including, but not limited to, issues related to: assisting the Company with the design and creation of marketing materials related to the web; assisting the Company in development and creation of internet functionality, evaluating and apprising the Company with internet marketing strategies, overseeing creation and maintenance if the Company’s website and internet structure, competition within the segment that the Company operates, and other matters from time to time during the Term at such times as are mutually agreeable to the Company and Consultant (the “Services”). Consultant shall perform such Services at their discretion.

Section 2.2Other Activities. Consultant may engage in any other activities related to any industry including, but not limited to, any industry that is competitive with the Company or any other industry during and after the Term of this Agreement.

SECTION 3

COMPENSATION OF CONSULTANT

Section 3.1Payment. As consideration for the Services, the Company shall pay to Consultant:

(a)Two million (2,000,000) shares (the “Shares”) of common stock. The Shares shall be issued and deemed earned on the date hereof and shall not be refundable regardless of the termination of this Agreement, and the Shares shall be registered on the Company’s next registration statement that the Shares are eligible to be registered on; and

(b)         The Company shall reimburse Consultant, or cause it to be reimbursed, for all reasonable out-of-pocket expenses incurred by Consultant in the performance of the Services hereunder or in furtherance of the business and/or interests of the Company; provided however, that Consultant shall have previously furnished to the Company an itemized account, reasonably satisfactory to the Company, in substantiation of such expenditures (the “Expenses”).

SECTION 4

INDEPENDENT CONTRACTOR; REPRESENTATION AND WARRANTY

Section 4.1Status as Independent Contractor. In the performance of the Services, Consultant shall act solely as an independent contractor, and nothing herein contained or implied will at any time be construed so as to create the relationship of employer and employee, partnership, principal and agent, or joint venture as between the Company and Consultant. Consultant shall have no authority to bind the Company or to make any representations or warranties on behalf of the Company and shall not represent to any person or entity that she has any other such authority.

Section 4.2Taxes. All taxes applicable to this Agreement shall be paid by Consultant, and the Company shall not withhold or pay any amount for federal, state or municipal income tax, social security, unemployment or worker’s compensation.

SECTION 5

GENERAL

Section 5.1General Provisions. The following provisions shall apply to this Agreement:

Section 5.2Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Company and Consultant and their respective successors, assigns, and legal representatives of every kind, character, or nature.

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Section 5.3Governing Law, Forum. This Agreement and the rights and obligations of the parties shall be interpreted under and governed by the laws of the State of New York, without regard to its conflicts of laws principles. Any and all matters of dispute of any nature whatsoever arising out of or in any way connected with this Agreement or in any way connected with the relationship of the parties to this Agreement, shall be subject to determination only by the State or Federal courts sitting in Nassau County, New York. The parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts sitting in Nassau County, New York as the sole and exclusive forum for such matters of dispute, and further agree that, in the event of any action or suit as to any matters of dispute between the parties, service of any process may be made upon the other party by mailing a copy of the summons and/or complaint to the other party at the address set forth herein and a party’s refusal to accept any such notice shall be equivalent to service. Without limiting the generality of the foregoing, the Company hereby specifically waives any claims of inconvenient forum (howsoever denominated) in agreeing to the forum and jurisdiction herein set forth.

Section 5.4      Entire Agreement. This Agreement constitutes all of the understandings and agreements existing between the parties hereto concerning the specific subject matter hereof and the rights and obligations created hereunder.

Section 5.5      Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon the earlier to occur of delivery thereof if by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid, return receipt requested) or on the next business day after deposit if sent by a recognized overnight delivery service as follows:

(a) If to Consultant, to: Jeremy Draper 200 East Broadway Port Jefferson, New York 11777

(b) If to the Company, to: Viral Genetics, Inc. 1321 Mountain View Circle Azusa, CA 91702 Attn: Haig Keledjin

; provided that each of the parties hereto shall promptly notify the other parties hereto of any change of address, which address shall become such party’s address for the purposes of this Section.

Section 5.6      Number and Gender. Whenever appropriate in this Agreement, terms in the singular number shall include the plural number (and vice versa) and each gender form shall include all others.

Section 5.7      Attorneys’ Fees and Costs. In the event that any legal proceeding concerning the enforcement and interpretation of the provisions of this Agreement is instituted, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys’ fees and other expenses related to such proceeding, in addition to any other relief to which it may be entitled.

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Section 5.8Severability. If any provision or portion of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be equitably construed as if it did not contain the invalid, illegal, or unenforceable provision. This Agreement shall be construed equitably in accordance with its terms, without regard to the degree to which Consultant and the Company has participated in drafting this Agreement.

Section 5.9Survival. Any provision hereof which by its terms applies in whole or part after a termination of this Agreement shall survive such termination and continue in full force and effect.

Section 5.10Captions. Titles and headings in this Agreement are for reference purposes only and shall in no way limit, define, or otherwise affect the construction of this Agreement.

Section 5.11No Continuing Waiver. No waiver of any breach of this Agreement shall be effective unless in writing, and no waiver shall constitute a waiver of any subsequent breach.

Section 5.12      Amendment. This Agreement may not be amended, altered, modified, or otherwise changed in any respect except by the prior written agreement of the parties.

Section 5.13      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

Section 5.14      Consultation with Independent Counsel. The parties to this Agreement acknowledge that they have (i) read this Agreement and consulted with legal counsel of their independent choice concerning the terms hereof, (ii) discussed and reviewed the provisions of this Agreement with their counsel, and (iii) been fully advised of the legal significance of the provisions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first stated above.

VIRAL GENETICS, INC.

By:

CONSULTANT

Jeremy Draper

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EX-4.3

Exhibit 4.3

MARKETING AND CONSULTING AGREEMENT

This Marketing and Consulting Agreement (“Agreement”), dated this 11^th day of June 2007, is executed by and between Viral Gentics, Inc. a Delaware corporation with offices located at 1321 Mountain View Circle, Azusa, CA 91702(the “Company”), and Paul Giarmoleo, with offices located @ 39 Niagara St., Miller Place, NY 11764 (“Consultant”).

WHEREAS, the Consultant has advanced knowledge in the areas of mergers and acquisitions and joint ventures.

WHEREAS, the Company desires to retain the non-exclusive services of the Consultant to assist in the marketing of its potential product line and services as well as advising as to new potential markets;

NOW THEREFORE, in consideration of the promises and mutual covenants set forth in this Agreement, the parties hereby agree as follows:

1. Scope of Services. The Company hereby retains the Consultant to assist in the marketing of its products in new international markets and identifying potential distributors, licensees and joint ventures partners in a international market. Additionally, responsibilities will include identifying key personnel for management, Board of Directors, and advisory boards.

2. Term. This Agreement shall become effective as of the date set forth on the signature page of this Agreement and shall continue for a period of one (1) year (the “Term”). Notwithstanding the foregoing, the Company or the Consultant have the right to terminate this Agreement for cause upon 15 days’ written notice, which written notice shall be effective upon mailing by first class mail, FedEx or other such delivery services at the respective addresses provided by the parties in this Agreement. “Cause” shall be deemed any violation of any federal or state law or any rule or regulation of any regulatory agency, any neglect, or omission detrimental to the conduct of the Company or the business of the Consultant, material breach of this Agreement or any unauthorized disclosure of any confidential information of the Company.

3. Compensation, Issuance of Stock. In consideration for the services to be performed by the Consultant pursuant to the terms of this Agreement, the Company will issue to Consultant, immediately upon the execution of this Agreement, a total of 1,000,000 of its authorized but unissued common shares and cause the immediate delivery of the stock certificate(s) to the Consultant.

4. Registration Provisions. The Company agrees to register the Consultant’s shares for resale under the Securities Act of 1933, as amended, pursuant to a registration statement filed with the Securities and Exchange Commission on Form S-8 (or, if Form S-8 is not then available, such other form of registration statement then available). Any and all costs of filing such registration statement shall be borne by the Company.

5. Confidentiality. The Consultant agrees that all information concerning the Company which he obtains as a result of the services rendered pursuant to this Agreement shall be kept confidential and shall not be used by the Consultant except for the direct benefit of the Company and such confidential information shall not be disclosed by the Consultant to any third party without the prior written approval of the Company, provided, however, that the Consultant shall not be obligated to treat as confidential any information that (a) was publicly known at the time of disclosure to the Consultant, (b) becomes publicly known or available thereafter other than by means in violation of this Agreement or any other duty owed to the Company by the Consultant, or (c) is lawfully disclosed to the Consultant by a third party. 

6. Independent Contractor. The Consultant and the Company hereby acknowledge that the Consultant is an independent contractor. The Consultant agrees not to hold himself out as, nor take any action from which third parties might reasonably infer that the Consultant is an employee, partner or agent of, or a joint venturer with the Company. In addition, the Consultant shall take no action which, to the knowledge of the Consultant, binds, or purports to bind, the Company to any contract or agreement.

7. Miscellaneous.

a. Hiring Agreement. This Agreement contains the entire agreement between the parties and may not be waived, amended, modified or supplemented except by agreement in writing signed by the party against whom the enforcement of any waiver, amendment, modification or supplement is sought. Waiver of or failure to exercise any right provided by this Agreement shall not be deemed a waiver of any further or future rights.

b. Governing Law. This Agreement shall be construed under the laws of the State of New York and the parties agree that the exclusive jurisdiction for any litigation or arbitration arising under this Agreement shall be in New York, NY.

c. Successors and Assigns. This Agreement shall be binding upon the parties, their successors and assigns, provided, however, that the Consultant shall not permit any other person or entity to assume the obligations hereunder without the prior written approval of the Company.

d. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were excluded and shall be enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below.

Date: 6/11/07

Consultant

By: /s/Paul Giarmoleo

--------------------
Name: Paul Giarmoleo

Viral Genetics, Inc.

By: /s/Haig Keledjian

--------------------
Name: Haig Keledjian
Title: President

EX-4.4

Exhibit 4.4

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made June 11, 2007, by and between Viral Genetics, Inc. (“Company”) and Hugh Austin (“Consultant”).

1.            Services. Subject to the terms and conditions of this Agreement, the Company hereby engages the Consultant, and Consultant hereby accepts the engagement, to provide advice, analysis and recommendations (“Services”) to the Company with respect to the following:

1. Short- and long-term strategic planning

2. Short- and long-term marketing

3. Meeting with/selecting qualified companies for joint ventures

4. Contacting/interviewing qualified Investor Relations Firms, Accounting Firms and Legal Counsel

5. Recruitment/selection of key executives and staff

6. Identification/selection of board members

The Consultant shall devote to the performance of Services such time and effort as the Consultant deems necessary. This engagement is not exclusive; the Company may engage other consultants to perform any or more Services and the Consultant may provide any Service to other claims.

The Consultant hereby represents, warrants and confirms to the Company that for as long as the Consultant is providing the Services to the Company pursuant to this Agreement. The Consultant shall not engage, directly or indirectly in any activities that are intended to raise any capital or financing for the Company or that are related to any of the financing activities of the Company.

2.Compensation and Expenses. For the services provided by the Consultant, the Company shall compensate the Consultant by delivering to Consultant, no later than June 2007 4.5 million (4,500,000) shares of the common stock of the Company (“Common Stock”) that is Freely Tradeable. The Company will reimburse the Consultant for reasonable, pre-approved out-of-pocket expenses incurred in connection with the performance of Services provided for which Consultant submits receipts or expense records to the Company in accordance with the Company’s general reimbursement policy then in effect.

3.Employee Benefit Plans. Because Consultant is a consultant to and not an employee of the Company, Consultant shall not be entitled to participate in any employee benefit plans in effect for employees of the Company.

4.Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Company and its affiliates, successors and assigns and is binding upon and inures to the benefit of Consultant and his successors and assigns; provided that in no event shall Consultant’s obligations to perform the Services be delegated or transferred by Consultant without the prior written consent of the Company.

5.Term. This Agreement shall commence on the date hereof and, unless sooner terminated in accordance with the provisions of Section 6 hereof, shall expire on the first anniversary of the date hereof.

6.Termination. Either the Company or Consultant may terminate this Agreement for material breach upon at least thirty (30) days prior written notice specifying the nature of the breach, if such breach has not been substantially cured within the thirty (30) day period.

7.Independent Contractor Relationship. Consultant and the Company are independent contractors and nothing contained in this Agreement shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint ventures. Neither party shall have the power or right to bind or obligate the other, nor shall it hold itself out as having such authority.

8.Indemnification. Company shall indemnify and hold harmless the Consultant from and against any and all losses, damages, liabilities, reasonable attorney’s fees, court costs and expenses resulting or arising from any third party claims, actions, proceedings, investigations, or litigation relating to or arising from or in connection with this Agreement, or any act or omission by Company.

9.Notice. For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered, if personally delivered, when sent by facsimile transmission, when receipt therefore has been duly received, or when mailed by United States registered mail, return receipt requested, postage prepaid, or by recognized overnight courier, addressed set forth in the preamble to this Agreement or to such other address as any party may have furnished to the other in any writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

10.Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by authorized officers of each party. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal laws of the State of New York. Any controversy arising under or in relation to this Agreement shall be settled by binding arbitration in New York, New York in accordance with the laws of the State of New York and the rules of the American Arbitration Association.

11.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

12.Severability. If in any jurisdiction, any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability, without invalidating the remaining provisions hereof and without affecting the validity or enforceability of such provision in any other jurisdiction or its application to other parties or circumstances. In addition, if any one of more of the provisions contained in this Agreement shall for any reason in any jurisdiction be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reduction it, so as to be enforceable to the extent compatible with the applicable law of such jurisdiction as it shall then appear.

IN WITNESS WHEREOF, the Company and Consultant have executed this Consulting Agreement as of the date first written above.

Viral Genetics, Inc.

By: /s/ Haig Keledjian

---------------------------------

Name: Haig Keledjian

Title: President

Consultant:

/s/ Eugene Austin Jr.

------------------------------------

Eugene Austin Jr.

EX-4.5

 Exhibit 4.5

CONSULTING AGREEMENT

CONSULTING AGREEMENT dated as of June 1, 2006 (this `Agreement”), by and between VIRAL GENETICS, INC., (the “Company”), and MARTIN ERIC WEISBERG (the “Consultant”).

WHEREAS, the Company is a public company; and

WHEREAS, the Consultant has extensive expertise in all aspects in advising public companies regarding how to manage their compliance issues and public relations; and

WHEREAS, the Company desires to retain the Consultant to provide the Services to the Company, and the Consultant desires to provide the Services to the Company, upon the terms, provisions and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.            Engagement. The Company hereby retains the Consultant to provide the Services to the Company during the Consulting Period (as hereafter defend) and the Consultant hereby agrees to provide the Services to the Company during the Consulting Period, all upon the terms, provisions and conditions contained in this Agreement.

2. Services.

(a) The services to be provided by the Consultant shall consist of advising the Company regarding its compliance issues and public relations (collectively, the “Services”).

(b) The Company acknowledges and agrees that the Consultant shall not be required to expend any specific amount of time in providing the Services and the Consultant has not guaranteed or made any representation or warranty as to the results of the Services or the impact that the Services may have on the business, operations, prospects or condition or the Company.

3. Consulting Period. The term of the engagement of the Consultant shall commence on the date of this Agreement, and shall continue for a period of twelve (12) months (the “Consulting Period”).

4. Compensation.

(a) The parties acknowledge that the Company’s present financial condition and limited cash resources prevents the Company from paying the Consultant on a current basis in cash.Accordingly it is agreed, as full consideration for the performance of the Services, the Consultantshall be granted and issued 500,000 shares of the Company’s common stock (the “Shares”).

(b)            The Shares will be registered by the Company on a registration statement on Form S-8 (or any ______________ to that Form), as promptly as possible after the date hereof. The Company shall be responsible for all costs related to the registration statement.

5. Expense Reimbursement. Unless previously approved by the Company in writing, the Consultant shall not be entitled to reimbursement from the Company for any costs or expenses incurred by the Consultant in connection with this Agreement or providing the Services to the Company, and the Consultant shall be responsible for the payment of all such costs and expenses.

6.Relationship of the Parties. This Agreement is between two (2) independent contracting entities and nothing herein shall constitute or create an employer-employee relationship, a partnership, a joint venture or any other joint enterprise between the parties. The Consultant will not have the right to obligate or legally bind the Company and will not hold itself out to any third party as having the right to do so.  

7.             Confidential Information.

(a) Confidentiality. During the Consulting Period and thereafer, the Consultant shall not: (i) disclose any Confidential Information (as such term is hereinafter defend); (ii) act so as to impair the confidential or proprietary nature of any such Confidential Information; or (iii) offer or agree to, or cause or assist in the inception or continuation of any such disclosure or impairment of any such Confidential Information, unless consented to in writing by the Company. For purposes hereof, the term “Confidential Information” shall mean any and all of the following (regardless of the medium in which maintained or stored) confidential or proprietary information or material not in the public domain about or relating to any aspect of the business activities, plans, prospects or strategies or the Company. In the event that the Consultant becomes legally required to disclose any Confidential Information, he shall, to the extent practicable and legal, will provide the Company with prior written notice thereof so that the Company may seek a protective order or other appropriate remedy. In th e event that such protective order or other remedy is not obtained, the Consultant shall only disclose that portion of the Confidential Information which the Consultant reasonably believes is legally required to be disclosed. If requested by the Company, the Consultant will, to the extent doing so will not subject the Consultant to possible liability, at the Company’s sole cost and expense, cooperate with the reasonable efforts of the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information to be disclosed by the Consultant disclosed. For purposes hereof Confidential Information shall not include any information (i) that is publicly known at the time of its disclosure other than through a breach of this Agreement by the Consultant; (ii) is lawfully received by the Consultant from a third party; (iii) was already known by the Consultant prior to its disclosure; or (iv) is independently developed by the Consultant with refer ence to, or use of, any Confidential Information.

(b) Remedies. The Consultant acknowledges that if the Consultant should breach or threaten to breach any provision of Section 7(a), the damages to the Company may be substantial, although difficult to ascertain, and money damages will not afford the Company an adequate remedy. Therefore, if any of Section 7(a) is or breached, in whole or in part, the Company shall be entitled to seek specific performance and injunctive relief, without prejudice to other remedies the Company may have at law, in equity, or otherwise.

8.  Attorneys’ Fees. Each party shall pay its own attorneys fees, court costs, litigation expenses and/or arbitration expenses (as applicable) in connection with any dispute, litigation, suit or arbitration regarding the validity or enforceability of, or liability under or otherwise involving, any provision of this Agreement.

9.  Amendment. This Agreement may not be modified, amended, altered or supplemented, except by a written instrument executed by each of the Company and the Consultant.

10.  Entire Agreement. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and it supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) between the Company and the Consultant with respect to such subject matter, all of which are merged herein.

11. Waiver. Any waiver by a party, of any breach of or failure to comply with any provision or condition of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such provision or condition, or a waiver of any other breach of or failure to comply with, any other provision or condition of this Agreement, any such waiver to be limited to the specific matter and instance for which it is given. No waiver of any such breach or failure or of any provision or condition of this Agreement shall be effective unless in a written instrument signed by the party granting the waiver. No failure or delay by either party to enforce or exercise its rights hereunder shall be deemed a waiver hereof, nor shall any single or partial

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exercise of any such right or any abandonment or discontinuance of steps to enforce such rights, preclude any other or further exercise thereof, at any time whatsoever, or the exercise of any other right.

12. Notices. All notices, demands, consents, requests, instructions and othercommunications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (b) if mailed certified or registered mail return receipt requested (with all costs prepaid), four (4) business days after being mailed, or (c) if delivered by a recognized overnight courier service of recognized standing (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 12), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses as applicable:

If to the Company:

Mr. Haig Keledjian

Mr. Michael Capizzano

Viral Genetics, Inc.

1321 Mountain View Circle

Azusa, California 91702Viral

If to the Consultant:

Martin Eric Weisberg

3 Power Hill Road

Waccabuc, NY 10596

or to such other address as any party may specify by notice given to the other party in accordance with this Section 12.

13. Governing Law; Jurisdiction.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in that State, without regard to any of its principles of conflicts of laws or other laws which would result in the application of the laws of another jurisdiction.

(b)         Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the courts of the State of New York, located in New York County and the Federal District Court for the Southern District of New York with respect to any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court, and agrees that service of any summons, complaint, notice or other process relating to such suit, action or other proceeding may be effected in the manner provided in Section 13 of this Agreement. Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any action, suit or proceeding arising out of or relating to this agreement or the transactions contemplated hereby.

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 14.  Severability. Should any provision of this Agreement be held to be invalid, illegal or unenforceable in any jurisdiction by a court of competent jurisdiction, that holding shall be effective only to the extent of such invalidity, illegally or unenforceability without invalidating or rendering illegal or unenforceable the remaining provisions hereof, and any such invalidity, illegally or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. It is the intent of the parties that this Agreement be fully enforced to the fullest extent permitted by applicable law.

15.   Binding Effect; Assignment. This Agreement and the rights and obligations hereunder may not be assigned by any party hereto without the prior written consent of the other parties hereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors (whether by merger, consolidation, recapitalization sale of substantially of all of the assets of such party or other similar transaction) and permitted assigns. Nothing herein is intended or shall be construed to confer upon or give to any person, any rights, privileges or remedies under or by reason of this Agreement.

16.   Drafting History. In resolving any dispute under, or construing any provision in under, this Agreement, there shall be no presumption made or inference drawn (a) because the attorneys for one of the parties drafted such provision of this Agreement, (b) because of the drafting history of the Agreement, or (c) because of the inclusion of a provision not contained in a prior draft or the deletion of a provision contained in a prior draft. The parties acknowledge and agree that this Agreement was negotiated and drafted with each party being represented by counsel of its choice and with each party having an equal opportunity to participate in the drafting of the provisions hereof.

17.   Headings; Counterparts. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa. This Agreement may be executed in two (2) or more counterparts, and by the different parties hereto in separate counterparts, each of which, when executed, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same document. This Agreement may be executed by facsimile signature which shall constitute a legal and valid signature for purposes hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

VIRAL GENETICS, INC.

By:                                                             
      Name:
      Title:

 /s/  Martin Eric Weisberg                         
Martin Eric Weisberg

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EX-5.1

July 12, 2007

U.S. Securities and Exchange Commission
100 F. Street
Washington, D.C. 20549

Dear Sir or Madam:

You have requested an opinion with respect to certain matters in connection with the filing by Viral Genetics, Inc., (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, covering the registration of 8,500,000 shares, par value $0.0001 per share (the "Shares"), which will be issued to individuals on or about July 12, 2007.

In connection with this opinion, we have examined and relied upon the Company's Articles of Incorporation, as amended and By-Laws and written consents of the Board, as well as the originals and copies, certified to my satisfaction, of such records, documents, certificates, memoranda and other instruments as in my judgment are necessary or appropriate to enable me to render the opinion contained herein. We have assumed the genuineness and authenticity of all documents submitted as originals, the conformity to the originals of all documents submitted to me as copies thereof and the due execution, delivery or filing of documents, where such execution, delivery or filling are a prerequisite to the effectiveness thereof.

We have also reviewed the previous filings of the Company, and for the purposes of this opinion have relied upon the representations of the Company that it is current in its filings and that the filings are true and accurate representations of the state of the Company when the documents were filed.

In addition, it has been represented by the shareholders being issued shares and states in any agreements, that none of the shares are being issued for services in connection with any offer or sale of securities in a capital raising or to directly or indirectly maintain a market for the securities of the Company.

Moritt Hock Hamroff & Horowitz LLP

U.S. Securities and Exchange Commission
July 12, 2007
Page 2

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued in accordance with the Registration Statement, will be validly issued, fully paid and non-assessable shares of the Common Stock of the Company, and do not need to bear a restrictive legend upon them.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Moritt Hock Hamroff & Horowitz LLP

Moritt Hock Hamroff & Horowitz LLP