SC 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Rule 13d-102
Amendment 1
Under the Securities Exchange Act of 1934
(Amendment No. )*
Interleukin Genetics Inc
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
458738101
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(CUSIP Number)
12/27/02
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|x| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
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* The remainder of this cover page shall be filled out for a
reporting
person's initial filing on this form with respect to the subject class
of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of
the Act but shall be subject to all other provisions of the Act
(however, see
the Notes).
CUSIP No. 458738101 13G/A Page
2 of 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Valor Capital Management, L.P. 13-3886687
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |x|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5 SOLE VOTING POWER
1,907,584
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,907,584
WITH
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8 SHARED DISPOSITIVE POWER
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,907,584
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.25%
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12 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1.
(a) The name of the issuer is Interleukin Genetics Inc ("The Issuer")
(b) The principal executive office is located at 135 Beaver Street,
2nd floor, Waltham, MA 02452
Item 2.
(a) The names of the persons filing this statement ("the statement")
are Valor Capital Management, L.P., a Delaware limited partnership
("Valor Capital")
(b) The Principal Business Office of the Filers is 137 Rowayton Ave.,
Rowayton, CT 06853
(c) For citizenship information see item 4 of the cover sheet
of each Filer
(d) This Statement relates to the Common Stock, $.001 par value
of the Issuer
(e) The CUSIP Number of the common stock of the Issuer
is 458738101
Item 3. If this statement is filed pursuant to "240.13d-1(b),
or (c), check whether the person filing is a:
(a) _ Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78c)
(b) _ Bank as defined in section 3 (a)(6) of the Act (15 U.S.C. 78c)
(c) _ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C.78c)
(d) _ Investment company registered under section 8 of the Investment
Company
Act of 1940 (15 U.S.C. 80a-8).
(e) _ An Investment adviser in accordance with "240.13d-1(b)(1)(ii)(E)
(f) _ An employee benefit plan or endowment fund in accordance with
"240.13d-1(b)(1)(ii)(F)
(g) _ A parent holding company or control person in accordance with
"240.13d-1(b)(1)(ii)(G)
(h) _ A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) _ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) _ Group, in accordance with "240.13d-1(b)(1(ii)(J)
Item 4. Owwnership.
See Items 5-9 and 11 on the cover page for each filer.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following _.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the
power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest
relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of
an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under
Item 3(g) and attach and exhibit stating the identity and the
Item 3 classification of the relavant subsidiary. If a
parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification of the relavant
subsidiary.
John M. Kratky III is the managing member and control person of
KM. KM is the general partner and control person of Valor
Capital.
Valor Capital is an investment vehicle formed for the purpose
of investing and trading in a wide variety of securities and
financial
instruments.
_ Exhibit attached
Item 8. Identification and classification of the Members of the Group
If a group has filed this schedule pursuant to Rule
13d-1(b)(1)(ii)(J)
so indicate under Item 3(j) and attach an exhibit stating the
identity
and Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d)
attach an exhibit stating the identity of each member of the
group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will
be filed, if required, by members of the group, in their
individual capacity. See Item 5.
_ Exhibit attached
Item 10. Certification
(a) The following certification shall be included if the statement
filed pursuant to "240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
The following certification shall be included if the statement
filed
pursuant to "240.13d-1(c)":
(b) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were
not acquired and are not held in connection with or as a
participant
in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated December 27, 2002
_____________________________
John M. Kratky III
Valor Capital Management, LP
By: Kratky Management, LLC
General Partner
____________________________
John M. Kratky III,
Managing Member