-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MygdEWkmuW4t25xJSiPgsD+9jnm0n639sdx3MpCivHg08YfHydjIMYGQJ08XueM8 4ZqVgLKIeNG4LW9rg8nQaQ== 0001020488-04-000119.txt : 20041207 0001020488-04-000119.hdr.sgml : 20041207 20041206184906 ACCESSION NUMBER: 0001020488-04-000119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041201 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRAL GENETICS INC /DE/ CENTRAL INDEX KEY: 0001091326 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330814123 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26875 FILM NUMBER: 041187117 BUSINESS ADDRESS: STREET 1: 905 MISSION STREET CITY: SOUTH PASADENA STATE: CA ZIP: 91030 BUSINESS PHONE: 323-682-2172 MAIL ADDRESS: STREET 1: 905 MISSION STREET CITY: SOUTH PASADENA STATE: CA ZIP: 91030 FORMER COMPANY: FORMER CONFORMED NAME: 5 STARLIVING ONLINE INC DATE OF NAME CHANGE: 19990720 8-K 1 viralgen8k_120104.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2004

VIRAL GENETICS, INC.
(Exact name of registrant as specified in its charter)

000-26875
(Commission File No.)

Delaware

 

33-0814123

(State or other jurisdiction of
incorporation or organization)

(IRS Employer Identification No.)

1321 Mountain View Circle, Azusa, CA 91702
(Address of principal executive offices)

(626) 334-5310
(Registrant’s telephone number)

Not Applicable
(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 (see General Instruction A.2. below):

[   ]

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   

[   ]

 Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
   

[   ]

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))








Item 3.02 Unregistered Sales of Equity Securities

On December 1, 2004 Viral Genetics, Inc. (the “Company”) options to purchase 843,800 shares of common stock for $8,438 were exercised by the five holders of the options. Also on December 1, 2004, the Company issued 150,000 shares for services pursuant to an Investor Relations Agreement with Alliance Advisors, LLC. All of the persons acquiring shares have served the Company as consultants, have access to and received all information material to a decision whether to purchase the shares, and are believed by the Company to be accredited investors within the meaning of Rule 501 of Regulation D. The 993,800 common shares were sold and issued without registration in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933.

SIGNATURES

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

VIRAL GENETICS, INC.
     
     
       Dated:  December 3, 2004 By:   /s/  Haig Keledjian
Haig Keledjian, President




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