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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:

b. Reports on Form 8-K:

2



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)

3



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.

4




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EXPLANATORY NOTE
PART II OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX