U.S. SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/AAmendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [ X ]
     ANNUAL   REPORT   PURSUANT   TO   SECTION   13  OR  15(d)  OF  THE   SECURITIES   EXCHANGE   ACT  OF
1934 For the fiscal year ended
        December 31, 2004 [     ]
     TRANSITION REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No.
000-26875 VIRAL GENETICS, INC.(Name of small
business issuer in its charter) 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
        (Issuers telephone number)  Securities
        registered pursuant to Section 12(b) of the Exchange Act:  None Securities
        registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001(Title of class) Check whether the issuer (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the issuer was required to file
such report(s)), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ] Check if there is no  disclosure of delinquent  filers in response to Item 405 of Regulation  S-B is contained in this form,  and no
disclosure  will  be  contained,  to the  best  of the  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [  ] The issuer's revenue for its most recent
        fiscal year was: $0 The  aggregate  market  value of the  issuer's
        voting  stock  held as of March  30,  2005,  by  non-affiliates  of the  issuer  was
        $11,477,600. As of March 30, 2005, the issuer had
        90,837,046 shares of its common stock outstanding. Transitional Small
Business Format:  Yes [    ]  No [ X ] Documents incorporated by
reference: None




At the time of the initial  filing of this report on Form
10-KSB for the year ended  December 31, 2004,  Viral  Genetics filed with the Securities
 and  Exchange  Commission  a request  for  confidential  treatment  of certain
 information  set forth in the  Distribution Management  Agreement  effective  July 1,
2004,  between Viral Genetics and Timothy & Thomas LLC, filed as Exhibit 10.14 to the
report. On May 26, 2006, Viral Genetics  withdrew that request for confidential
 treatment,  so this amendment to the report is being filed for the  purpose  of filing
the full  Distribution  Management  Agreement  with all of the  previously  redacted
 confidential  information restored. Item 13. Exhibits Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B. Exhibit No.
     Title of Document2.1
     Agreement and Plan of Merger dated June 30, 2004,including the Agreement of Merger attached
        as Exhibit B (1)3.1
     Certificate of Incorporation (2)3.2
     Certificate of Amendment (3)3.3
     Certificate of Amendment effective November 17, 2004 (7)3.4
     Bylaws (2)10.1
     Assignment of Patent dated August 5, 1995 (3)10.2
     Debt Restructuring Agreement dated May 22, 2003 with Haig Keledjian (4)10.3
     Debt Restructuring Agreement dated May 22, 2003 with Therapeutic Genetics, Inc.(4)10.4
     Debt Restructuring Agreement dated May 22, 2003 with Hampar Karageozian (4)10.5
     Debt Restructuring Agreement dated May 22, 2003 with The Tomson Trust (4)10.6
     Termination Agreement with New York International Commerce Group (5)10.7
     Termination Agreement with L&M Global Ventures (5)10.8
     Form of Employment Agreement with Executive Officers (5)10.9
     Form of Option issued to Executive Officers (5)10.10
     Consulting Agreement with Therapeutic Genetic, Inc. (5)10.11
     Consulting Agreement with Monica Ord (5)10.12
     Subscription Agreement with John D. Lefebre dated October 13, 2004 (6)10.13
     Form of Warrant issued to John D. Lefebvre (6)10.14
     Distribution Management Agreement effective July 1, 2004 (8)10.15
     Lease Agreement for 1321 Mountain View Circle, Azusa, CA (7)14.1
     Code of Ethics (5)21.1
     List of Subsidiaries (5)31.1
     Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section
        302 of the Sarbanes-Oxley Act of 200232.1
     Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002 (1) This exhibit is incorporated  herein by this reference
to Viral Genetics'  Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 28, 2004. (2) These exhibits are  incorporated  herein by this
reference to Viral Genetics'  Registration  Statement on Form 10-SB filed with the
Securities and Exchange Commission on July 29, 1999. (3) These  exhibits are  incorporated  herein by this
 reference  to Viral  Genetics'  Annual  Report on Form 10-KSB for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on April 24, 2002. (4) These exhibits are incorporated herein by this
reference to Viral Genetics' Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 18, 2003. 2




(5) These  exhibits are  incorporated  herein by this
 reference  to Viral  Genetics'  Annual  Report on Form 10-KSB for the year ended
December 31, 2003, filed with the Securities and Exchange Commission on May 11, 2004. (6) These exhibits are  incorporated  herein by this
reference to Viral Genetics'  Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 13, 2004. (7) These  exhibits are  incorporated  herein by this
 reference  to Viral  Genetics'  Annual  Report on Form 10-KSB for the year ended
December 31, 2004, filed with the Securities and Exchange Commission on April 5, 2005. (8) This exhibit is the complete version of the
Distribution  Management  Agreement and replaces the version of the agreement  included
as an exhibit to Viral  Genetics'  Annual Report on Form 10-KSB for the year ended
 December 31, 2004,  filed with the  Securities  and Exchange Commission on April 5, 2005. 3




SIGNATURES In accordance  with Section 13 or 15(d) of the Exchange
Act, the  registrant  caused this amended  report to be signed on its behalf by the
undersigned, thereunto duly authorized. VIRAL GENETICS, INC. Dated:  May 26, 2006
     By:
     /s/  Haig KeledjianHaig Keledjian, Chief Executive Officer andChief Financial and Accounting Officer 4