8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 13, 2005

Interleukin Genetics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-23413	94-3123681
(Commission File Number)	(IRS Employer Identification No.)
135 Beaver Street Waltham, MA	02452
(Address of Principal Executive Offices)	(Zip Code)

(781) 398-0700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or 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):

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

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

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

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

The Registrant is filing its press release dated June 13, 2005, which announced that it has appealed the NASD’s determination that the Registrant’s common stock is no longer eligible for quotation on the Over-the-Counter Bulletin Board (OTCBB).  The Registrant’s appeal will be heard on June 16, 2005 by a panel authorized by the NASD’s Board of Governors.  The panel is expected to render a decision within a few days after the hearing.  If the Registrant is unable to obtain temporary relief from the NASD’s requirements, its common stock will no longer be quoted on the OTCBB.  The text of that press release is attached to this Report as Exhibit 99.1 and is incorporated by reference herein.

The Registrant’s management has completed its assessment of internal control over financial reporting as of December 31, 2004 pursuant to Item 308(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, as required by Item 9A of Form 10-K.  The text of “Management’s Report of Internal Control Over Financial Reporting” which includes that assessment is attached to this Report as Exhibit 99.2 and is incorporated by reference herein.  A copy of this report and related documentation has been submitted to the Registrant’s independent auditors and is currently being reviewed.  The Registrant’s independent auditors have not attested to management’s assessment and there can be no assurance that they will be able to do so.  Upon the completion of this review, the Registrant will file an amendment to its annual report on Form 10-K for the year ended December 31, 2004 to update Item 9A and the independent auditor’s opinion with respect thereto.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 13, 2005.
99.2	Management’s Annual Report on Internal Control Over Financial Reporting as of December 31, 2004.

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SIGNATURE

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

	Interleukin Genetics, Inc.
	(Registrant)
Date: June 13, 2005	/s/ Fenel M. Eloi
	Fenel M. Eloi
	Chief Operating Officer,
	Chief Financial Officer,
	Treasurer and Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

INTERLEUKIN GENETICS APPEALS NASD DETERMINATION

WALTHAM, MA – JUNE 13, 2005 – Interleukin Genetics, Inc. (OTCBB: ILGNE) announced that it has appealed the NASD’s determination that the Company’s common stock is no longer eligible for quotation on the Over-the-Counter Bulletin Board (the “OTCBB”).  The Company’s appeal will be heard on June 16, 2005 by a panel authorized by the NASD Board of Governors. The panel is expected to render a decision within a few days after the hearing.  If the Company is unable to obtain temporary relief from the NASD’s requirements, its common stock will no longer be quoted on the OTCBB and will trade on the “pink sheets.”

On May 5, 2005 an “E” was appended to the Company’s trading symbol as a result of NASD’s determination that the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 was incomplete because management had not completed its assessment of internal control over financial reporting as required pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX 404”) and the Company’s auditors had disclaimed an opinion with respect to management’s assessment.

The Company’s management has now completed its assessment of internal control over financial reporting as of December 31, 2004 under SOX 404 and has submitted documentation to Grant Thornton, the company’s independent registered public accounting firm, for review.  Grant Thornton is currently reviewing management’s assessment and there can be no assurance that they will issue an attestation of management’s assessment.  Upon completion of Grant Thornton’s review, the Company will file a 10-K/A to amend Item 9A and the auditor’s opinion of its 2004 Form 10-K.

About Interleukin

Interleukin Genetics is a biotechnology company focused on developing personalized health products. The company uses functional genomics to help in the development of risk assessment tests, pharmacogenetic tests, nutritional and therapeutic products based on the genetic variations in people. Interleukin’s current programs focus on cardiovascular disease, osteoporosis, periodontal disease and weight management. Interleukin expects that these programs will lead to products that will personalize the selection of nutritional and therapeutic products and enable consumers to manage their health care. For more information about Interleukin and its ongoing programs, please visit http://www.ilgenetics.com.

Certain statements contained herein are “forward-looking” statements including statements regarding filing a 2004 Form 10-K/A and delisting of the company’s common stock.  Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.  Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the results of our hearing before the NASD and those risks and uncertainties described in our annual report on Form 10-K, our quarterly reports on Form 10-Q and in other filings made by us with the Securities and Exchange Commission. We disclaim any obligation or intention to update these forward-looking statements.

For Interleukin Genetics:

Fenel M. Eloi

(781) 398-0700

EX-99.2

Exhibit 99.2

Management’s Report of Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The company’s internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an assessment of the effectiveness of the company’s internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-Integrated Framework. Because of the material weaknesses described below, management has concluded that, as of December 31, 2004, the company’s internal control over financial reporting was not effective based on those criteria.

Material weaknesses in the company’s internal control over financial reporting were identified in the following areas:

•Segregation of Duties – The company only has a few individuals in the accounting and finance function.  These individuals perform recording, monitoring and controlling activities that are ordinarily performed by more individuals in a larger operation.  While management is not aware of any evidence that this control deficiency resulted in financial statement error, the potential exists that errors could occur that would not be prevented or detected.

•Evidence of Management Review and Monitoring Controls – In several instances, management’s design of controls did not require documentation of evidence, such as signatures, of reviews performed.  Notwithstanding this lack of evidence, management believes that such reviews were regularly performed during the relevant periods. The inability to demonstrate that reviews were performed creates the potential that undetected errors could occur.

•Assessment of the Effectiveness of Internal Controls – The scope, testing and evaluation of internal controls in several areas was not adequate as of December 31, 2004.  Also, the documentation of the tests performed to evaluate whether the controls were operating effectively was inadequate.  This limited the ability to provide reasonable assurance that the controls were operating effectively.

Management has and will continue to evaluate the segregation of duties issue by examining consistently the employees involved and the control procedures in place to determine whether the potential benefits of adding employees to clearly segregate duties justifies the expense associated with such increases.  Management has put in place an action plan to remediate the other weaknesses and will report on progress in subsequent filings during the year.