10-Q/A

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

FORM 10-Q/A
(Amendment No. 1)

(Mark One)
ý	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003

Commission File Number: 0-23413

INTERLEUKIN GENETICS, INC.
(Exact name of registrant as specified in its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	94-3123681 (I.R.S. Employer Identification No.)
135 Beaver Street, Waltham, MA (Address of principal executive offices)	02452 (Zip Code)
(781) 398-0700 Registrant's Telephone Number, including area code

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

Title of Each Class
Common stock, $.001 Par value Outstanding at July 31, 2003
23,233,088

EXPLANATORY NOTE

        This Amendment No. 1 on Form 10-Q/A (the "Amendment") amends the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, originally filed on August 11, 2003 (the "10-Q"). This Amendment is being filed to amend Part II, Item 6 of the 10-Q to include an exhibit which was inadvertently omitted therefrom. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this Amendment certain currently dated certifications.

        Except as described above, no other changes have been made to the 10-Q. The 10-Q, as amended by this Amendment, continues to speak as of the date of the original filing, and the Registant has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the original filing of the 10-Q.

PART II
OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits:

Exhibit 10.1: Promissory Note Issued to Pyxis Innovations, Inc. on June 30, 2003.

Exhibit 31.1: Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

Exhibit 31.2: Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

Exhibit 32: Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

b. Reports on Form 8-K:

On May 13, 2003 we filed a report on Form 8-K (which we amended by filing an 8-K/A on May 19) to announce the public dissemination of a press release reporting our results for the quarter ended March 31, 2003.

On May 30, 2003 we filed a report on Form 8-K to announce an amendment to the Stock Purchase Agreement, dated as of March 5, 2003, between us and Pyxis Innovations Inc.

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SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTERLEUKIN GENETICS, INC.
Date: September 4, 2003	By:	/s/  PHILIP R. REILLY Philip R. Reilly Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
	By:	/s/  FENEL M. ELOI Fenel M. Eloi Chief Financial Officer, Secretary & Treasurer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Promissory Note Issued to Pyxis Innovations, Inc. on June 30, 2003.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

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EXPLANATORY NOTE
PART II OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX

EX-10.1

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EXHIBIT 10.1

PROMISSORY NOTE

	June 30, 2003
$595,336	Ada, Michigan

FOR VALUE RECEIVED, the undersigned, INTERLEUKIN GENETICS, INC., a Delaware corporation, of 135 Beaver Street, Waltham, Massachusetts 02452 (the "Company"), promises to pay to PYXIS INNOVATIONS INC., a Delaware corporation, of 7575 Fulton Street East, Ada, Michigan 49355-0001 ("Payee"), the principal amount of Five hundred ninety five thousand three hundred thirty six Dollars ($595,336) and interest on the unpaid principal balance at the per annum rate equal to the Index Rate plus 1% until maturity (adjusted on the first day of each calendar quarter to the Index Rate in effect on the date of adjustment) and 18 percent after maturity. As used in this Note, "Index Rate" means the "Prime Rate" listed in the Money Rates section of the Wall Street Journal.

        The principal of this Note shall be paid in full on the fifth anniversary of the date of this Note. Accrued interest shall be paid on first day of each calendar quarter until the principal balance shall be paid in full.

        If any portion of the principal or interest is not paid when due, then the Company shall immediately pay to Payee a late charge in an amount equal to two percent of the principal amount then due. This is in addition to Payee's other rights and remedies for default in payment.

        Prepayments.    The Company may not prepay the principal of this Note.

        Security.    This Note and all obligations of the Company under it are secured by a certain Security Agreement, dated October 23, 2002, as amended, given by the Company to Payee ("Security Documents"). Payee shall have all of the rights and powers set forth in the Security Documents as though they were fully set forth in this Note.

        Default and Acceleration.    Each of the following shall be an "event of default" under this Note and the Security Agreement: (1) if default occurs in the payment of principal or interest under this Note or of any late charge or out-of-pocket expense that the Company at any time owes to Payee under this Note or in the payment of any other indebtedness or obligation that the Company now or in the future owes to Payee, as and when it shall be or become due and payable; (2) if default occurs in the performance of any other obligation to Payee under this Note, any Security Document, the Purchase Agreement (as defined below) or any other agreement that has been or in the future is entered into between the Company and Payee or if there occurs any other event of default under any Security Document, the Purchase Agreement, or any such other agreement; (3) if any warranty or representation that the Company has made or in the future makes to Payee in any Security Document or in any financial statement or other document given to Payee, shall have been false in any material respect; (4) if the Company dissolves, becomes insolvent, or makes an assignment for the benefit of creditors; (5) if the Company defaults in the payment of any other indebtedness or performance of obligations owed to any other party or entity; or (6) a Change of Control of the Company. Upon the occurrence of any event of default, all or any part of the indebtedness evidenced by this Note and all or any part of all other indebtedness and obligations that the Company then owes to Payee shall, at the option of Payee, become immediately due and payable without notice or demand. If a voluntary or involuntary case in bankruptcy, receivership or insolvency shall at any time be begun by or against the Company or if any levy, writ of attachment, garnishment, execution or similar process shall be issued against or placed upon any property of the Company, then all such indebtedness shall automatically become immediately due and payable. All or any part of the indebtedness evidenced by this Note also may become, or may be declared to be, immediately due and payable under the terms and conditions

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contained in any Security Document, the Purchase Agreement, or other agreement that has been or in the future is entered into between the Company and Payee.

        "Change of Control" shall mean (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation, (c) a merger or share exchange in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to such merger cease to own at least 51% of the outstanding shares of the Company, (d) the sale, license, or other transfer of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer (other than a transaction involving primarily shares held by Payee) of more than 50% of the outstanding shares of the Company, whether by tender offer, similar transaction, or newly issued stock (other than to Payee).

        Agreement.    This Note is given under a certain Note Purchase Agreement, dated October 23, 2002, as amended between Payee and the Company (the "Purchase Agreement"), and Payee shall have all of the rights and powers set forth in the Agreement as though they were set forth fully in this Note.

        Conversion.    Payee has the right, at its option, at any time prior to the payment in full of this Note, to convert a portion or all of the balance of this Note into fully paid and nonassessable common stock of the Company. The number of shares of common stock into which the balance of this Note may be converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount to be converted, together with all accrued interest to the date of conversion, by 2.0 times the Conversion Price in effect at the time of such conversion. The "Conversion Price" shall be the Conversion Price, as determined and adjusted as set forth in Section 4 of the Certificate of Designations, Preferences and Rights of Series A Preferred Stock as filed with the Delaware Secretary of State on March 5, 2003, regardless of whether any shares of the Series A Preferred Stock shares are outstanding at the time of conversion.

        Before Payee shall be entitled to convert some or all of the balance of this Note into shares as provided above, it shall give written notice to the Company of the election to convert, and shall state the amount of the balance to be converted. The Company shall, as soon as practicable thereafter, issue and deliver to Payee a certificate for the number of shares of common stock to which Payee shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of Company's receipt of the notice from Payee, and Payee shall be treated for all purposes as the record holder of such shares of stock as of such date.

        No fractional shares of stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Payee upon conversion, the number of shares issued shall be rounded to the nearest whole number. If the entire balance of this Note is to be converted, then Payee shall surrender this Note, duly endorsed, at the office of the Company. If only a portion of the balance of this Note is converted, then the balance of this Note shall be reduced by the amount converted, with the remaining balance continuing as outstanding under this Note. Upon conversion, the Company shall, at its expense, issue and deliver to Payee a certificate for the number of shares of such stock to which Payee shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws and the opinion of counsel to the Company), together with any other securities and property to which Payee is entitled upon such conversion under the terms of this Note.

        In the event of: (a) any taking by the Company of a record of holders of any class of securities of the Company for the purpose of determining holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or (b) any capital reorganization, any reclassification, or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to any other person or any consolidation or merger or similar change of control transaction involving the Company; or (c) any voluntary or involuntary dissolution, liquidation, or winding up of the Company; then the Company will mail to

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Payee at least ten days prior to the earliest date specified therein, a notice specifying: (i) the date on which any such record is to be taken for the purpose of such dividend, distribution, or right, and the amount and character of such dividend, distribution, or right; and (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation, or winding up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

        Following the approval at a meeting of the Company's stockholders and the subsequent filing of a Certificate of Amendment of the Company's Certificate of Incorporation that increases the authorized Common Stock of the Company in an amount sufficient to permit the Board of Directors to reserve for issuance upon conversion of this Note the number of shares of Common Stock to which the Note is then convertible, the Company shall, at all times reserve and keep available out of its authorized but unissued shares of common stock solely for the purpose of effecting the full conversion of the Note such number of its shares of common stock as shall from time to time be sufficient to effect the conversion of the Note. If at any time the number of authorized by unissued shares of common stock shall not be sufficient to effect the conversion of the entire outstanding principal amount of this Note, in addition to such other remedies as shall be available to Payee, the Company will use its best efforts to take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purposes.

        Place and Application of Payments.    Each payment upon this Note shall be made at Payee's address set forth above or any other place that Payee directs in writing. Payee shall apply any payment upon it first to any expenses (including expenses of collection) then due and payable to Payee, then to any unpaid late charges, then to any accrued and unpaid interest under this Note and then to the unpaid principal balance. If the Company at any time owes Payee any indebtedness or obligation in addition to the indebtedness that this Note evidences, and if any indebtedness that the Company then owes to Payee is then in default, then the Company shall not have any right to direct or designate the particular indebtedness or obligation upon which any payment made by, or collected from, the Company or from security shall be applied. The Company waives any such right and agrees that Payee shall determine, in its sole discretion, the manner of application of any such payment, as between or among such indebtedness and obligations.

        Setoff.    Payee shall have the right at any time to set off any indebtedness that this Note evidences and that is then due and payable against any indebtedness that Payee then owes to the Company.

        Remedies.    Payee shall have all rights and remedies that the law and any agreement of the Company provide. Any requirement of reasonable notice with respect to any sale or other disposition of collateral shall be met if Payee sends the notice at least ten days before the date of sale or other disposition. The Company shall reimburse Payee for any and all expenses, including reasonable attorney fees and legal expenses, that Payee pays or incurs in protecting and enforcing the rights of and obligations to Payee under any provision of this Note or any Security Document.

Waivers. A delay by Payee in the exercise of any right or remedy shall not be considered a waiver of it. A single or partial exercise by Payee of any right or remedy shall not preclude any other or future exercise of it or the exercise of any other right or remedy. A waiver by Payee of any default or of any provision of this Note shall not be effective unless it is in writing and signed by Payee. A waiver of any right or remedy on one occasion shall not be a waiver of that right or remedy on any future occasion.

        The Company waives demand for payment, presentment, notice of dishonor and protest of this Note and waives all defenses based on suretyship or impairment of collateral. The Company consents to any extension or postponement of time of payment of this Note, to any substitution, exchange or release of all or any part of any security given to secure it, to the addition of any party to it and to the

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release, discharge, waiver, modification or suspension of any rights or remedies against any person liable for the indebtedness that this Note evidences.

        General.    In this Note, "maturity" means the time when the entire remaining unpaid principal balance shall be or shall become due and payable for any reason, including acceleration as provided above.

        Applicable Law and Jurisdiction.    This Note shall be governed by and interpreted according to the laws of the State of Michigan, without giving effect to conflict of laws rules. The Company irrevocably agrees and consents that any action against the Company for collection or enforcement of this Note may be brought in any state or federal court that has subject matter jurisdiction and is located in, or whose district includes, Kent County, Michigan, and that any such court shall have personal jurisdiction and venue over the Company for purposes of the action.

PAYEE AND OBLIGOR EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM ("CLAIM"), THAT IS BASED UPON, ARISES OUT OF OR RELATES TO THIS NOTE OR THE INDEBTEDNESS THAT IT EVIDENCES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM THAT IS BASED UPON, ARISES OUT OF OR RELATES TO ANY ACTION OR INACTION OF PAYEE IN CONNECTION WITH ANY ACCELERATION, ENFORCEMENT OR COLLECTION OF THIS NOTE OR SUCH INDEBTEDNESS.

INTERLEUKIN GENETICS, INC.
By:	/s/  FENEL M. ELOI Fenel M. Eloi Chief Financial Officer

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EXHIBIT 10.1

PROMISSORY NOTE

EX-31.1

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EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Philip R. Reilly, certify that:

1.

I have reviewed this quarterly report, as amended, of Interleukin Genetics, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

        a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

        c)     disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

        a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 4, 2003

/s/ Philip R. Reilly
Philip R. Reilly
Chief Executive Officer

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EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.2

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EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO
SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Fenel M. Eloi, certify that:

1.

I have reviewed this quarterly report, as amended, of Interleukin Genetics, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

        a)    designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        b)    evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

        c)     disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

        a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: September 4, 2003

/s/ Fenel M. Eloi
Fenel M. Eloi
Chief Financial Officer

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EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32

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EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

        Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18 United States Code), each of the undersigned officers of Interleukin Genetics, Inc., a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

        The Quarterly Report of Form 10-Q for the quarter ended June 30, 2003, as amended (the "Form 10-Q"), of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 4, 2003	/s/  PHILIP R. REILLY Philip R. Reilly Chief Executive Officer
Dated: September 4, 2003	/s/  FENEL M. ELOI Fenel M. Eloi Chief Financial Officer

        A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission of its staff upon request.

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EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)