##### 



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

FORM 10-QSB

(Mark One)



|[x]  |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|---- |  | ---------------------------------------------------------------------------------
|    
|     |  | For the quarterly period ended September 30, 2002                                
|    
|[  ] |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|    
|     |  | For the transition period _____________ to ______________                        

ANTEX BIOLOGICS INC.

---

(Exact name of small business issuer as specified in its charter)


|                                              |  |                                  
|--------------------------------------------- |  | ---------------------------------
|Delaware                                      |  | 52-1563899                       
|                                              |  |                                  
|(State or other jurisdiction of incorporation |  | (IRS Employer Identification No.)
|or organization)                              |  |                                  

300 Professional Drive, Gaithersburg, MD 20879

---

(Address of principal executive offices)


(301) 590-0129

---

(Issuers telephone number)






---

(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.     Yes [x]    No [   ]

APPLICABLE ONLY TO CORPORATE USERS

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date.

12,407,795 shares of Antex Biologics Inc. Common Stock, $.01 par value, were
outstanding as of October 31, 2002

Transitional Small Business Disclosure Format (check one):

Yes      No X





---



##### 



PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements

Antex Biologics Inc.
(a development stage enterprise)

Condensed Consolidated Balance Sheets

|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |             |           |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------- | ----------------- | ------------------------------------ | ----------- | ------------- | ---------- | ------------ | ----------- | --------- | --------- | 
|                                                                                                                                             |                                                                                                                   |                   |                                      |             | September 30, |            | December 31,
|                                                                                                                                             |                                                                                                                   |                   |                                      |             | 2002          |            | 2001        
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |             
|                                                                                                                                             |                                                                                                                   |                   |                                      |             | (unaudited)   |            |              |             |          
|Assets                                                                                                                                       |                                                                                                                   |                   |                                      |             |               |            |              |            
|Current assets:                                                                                                                              |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             | Cash and cash equivalents                                                                                         |                   | $                                    | 1,154,383   |               |            | $            | 7,119,354   |          
|                                                                                                                                             | Accounts and other receivables                                                                                    |                   |                                      | 37,988      |               |            |              | 587,384     |          
|                                                                                                                                             | Prepaid expenses and other current assets                                                                         |                   |                                      | 123,343     |               |            |              | 109,659     |          
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|Total current assets                                                                                                                         |                                                                                                                   |                   | 1,315,714                            |             |               |            | 7,816,397    |            
|Property and equipment, net                                                                                                                  |                                                                                                                   |                   | 577,197                              |             |               |            | 706,741      |            
|Restricted cash and other assets                                                                                                             |                                                                                                                   |                   | 256,391                              |             |               |            | 173,891      |            
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             |                                                                                                                   | Total assets      |                                      | $           | 2,149,302     |            |              | $           | 8,697,029 |          
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|Liabilities and Stockholders Equity                                                                                                         |                                                                                                                   |                   |                                      |             |               |            |              |            
|Current liabilities:                                                                                                                         |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             | Accounts payable and accrued expenses                                                                             |                   | $                                    | 928,750     |               |            | $            | 813,039     |          
|                                                                                                                                             | Deferred revenue                                                                                                  |                   |                                      | 727,991     |               |            |              | 839,567     |          
|                                                                                                                                             | Deferred gain on sale of equipment                                                                                |                   |                                      | 16,635      |               |            |              | 49,590      |          
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|Total current liabilities                                                                                                                    |                                                                                                                   |                   | 1,673,376                            |             |               |            | 1,702,196    |            
|Accrued rent obligation and other liabilities                                                                                                |                                                                                                                   |                   | 162,666                              |             |               |            | 150,245      |            
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             |                                                                                                                   | Total liabilities |                                      |             | 1,836,042     |            |              |             | 1,852,441 |          
|Commitments and contingencies                                                                                                                |                                                                                                                   |                   |                                      |             |               |            |              |            
|Series B convertible preferred stock, $.01 par value,
$1,000 liquidation value; 8,000 shares authorized;
3,000 shares issued and outstanding |                                                                                                                   |                   | 1,347,775                            |             |               |            | 639,679      |            
|Stockholders equity (deficit):                                                                                                              |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             | Preferred stock, $.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding                    |                   |                                      |            |               |            |              |            |          
|                                                                                                                                             | Common stock, $.01 par value; 95,000,000 shares
authorized; 12,407,795 issued and outstanding;
12,234,680 in 2001 |                   |                                      | 124,077     |               |            |              | 122,346     |          
|                                                                                                                                             | Additional paid-in capital                                                                                        |                   |                                      | 36,978,450  |               |            |              | 37,515,898  |          
|                                                                                                                                             | Deficit accumulated during the development stage                                                                  |                   |                                      | (38,137,042 | )             |            |              | (31,433,335 | )        
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             |                                                                                                                   |                   | Total stockholders equity (deficit) |             |               | (1,034,515 | )            |             |           | 6,204,909 | 
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            
|                                                                                                                                             |                                                                                                                   | $                 | 2,149,302                            |             |               | $          | 8,697,029    |            
|                                                                                                                                             |                                                                                                                   |                   |                                      |             |               |            |              |            

The accompanying notes are an integral part of these financial statements.

2



---



##### 



Antex Biologics Inc.
(a development stage enterprise)

Condensed Consolidated Statements of Operations
(Unaudited)

|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |   | 
|-------------------------------------------------------------------------------------------------- | --------------------------- | - | ------------------- | ---------- | -------------- | - | ------------- | ---------- | - | - | ----------- | - | 
|                                                                                                   |                             |   | Three Months        |            | August 3, 1991
|                                                                                                   |                             |   | Ended September 30, |            | (inception)   
|                                                                                                   |                             |   |                     |            | to            
|                                                                                                   |                             |   | 2002                |            | 2001           |   | Sept 30, 2002
|                                                                                                   |                             |   |                     |            |                |   |              
|Contract revenues                                                                                  |                             | $ | 69,260              |            |                | $ | 87,945        |            |   | $ | 18,081,014  |  
|Research and development expenses                                                                  |                             |   | 1,587,766           |            |                |   | 1,160,333     |            |   |   | 37,056,204  |  
|Selling, general and administrative expenses                                                       |                             |   | 671,423             |            |                |   | 740,345       |            |   |   | 19,276,322  |  
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Loss from operations                                                                               |                             |   | (2,189,929          | )          |                |   | (1,812,733    | )          |   |   | (38,251,512 | )
|Interest income                                                                                    |                             |   | 13,351              |            |                |   | 96,017        |            |   |   | 2,541,378   |  
|Interest expense                                                                                   |                             |   |                    |            |                |   |              |            |   |   | (708,357    | )
|Other                                                                                              |                             |   |                    |            |                |   |              |            |   |   | (1,718,551  | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss                                                                                           |                             |   | (2,176,578          | )          |                |   | (1,716,716    | )          |   |   | (38,137,042 | )
|Dividend accretion attributable to
beneficial conversion feature, and
dividends on preferred stock |                             |   | (288,532            | )          |                |   | (288,532      | )          |   |   | (4,382,660  | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss applicable to common stockholders                                                         |                             | $ | (2,465,110          | )          |                | $ | (2,005,248    | )          |   | $ | (42,519,702 | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss per common share:                                                                         |                             |   |                     |            |                |   |               |            |   |   |             |  
|                                                                                                   | Basic and assuming dilution |   | $                   | (0.20      | )              |   | $             | (0.16      | ) |   |             |   | 
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Weighted average common shares outstanding:                                                        |                             |   |                     |            |                |   |               |            |   |   |             |  
|                                                                                                   | Basic and assuming dilution |   |                     | 12,392,560 |                |   |               | 12,234,680 |   |   |             |   | 
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  

The accompanying notes are an integral part of these financial statements.

3



---



##### 



Antex Biologics Inc.
(a development stage enterprise)

Condensed Consolidated Statements of Operations
(Unaudited)

|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |   | 
|-------------------------------------------------------------------------------------------------- | --------------------------- | - | ------------------- | ---------- | -------------- | - | ------------- | ---------- | - | - | ----------- | - | 
|                                                                                                   |                             |   | Nine Months         |            | August 3, 1991
|                                                                                                   |                             |   | Ended September 30, |            | (inception)   
|                                                                                                   |                             |   |                     |            | to            
|                                                                                                   |                             |   | 2002                |            | 2001           |   | Sept 30, 2002
|                                                                                                   |                             |   |                     |            |                |   |              
|Contract revenues                                                                                  |                             | $ | 284,553             |            |                | $ | 207,904       |            |   | $ | 18,081,014  |  
|Research and development expenses                                                                  |                             |   | 4,869,886           |            |                |   | 3,418,393     |            |   |   | 37,056,204  |  
|Selling, general and administrative expenses                                                       |                             |   | 2,169,690           |            |                |   | 2,151,153     |            |   |   | 19,276,322  |  
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Loss from operations                                                                               |                             |   | (6,755,023          | )          |                |   | (5,361,642    | )          |   |   | (38,251,512 | )
|Interest income                                                                                    |                             |   | 58,053              |            |                |   | 340,085       |            |   |   | 2,541,378   |  
|Interest expense                                                                                   |                             |   |                    |            |                |   |              |            |   |   | (708,357    | )
|Other                                                                                              |                             |   | (6,737              | )          |                |   |              |            |   |   | (1,718,551  | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss                                                                                           |                             |   | (6,703,707          | )          |                |   | (5,021,557    | )          |   |   | (38,137,042 | )
|Dividend accretion attributable to
beneficial conversion feature, and
dividends on preferred stock |                             |   | (865,596            | )          |                |   | (901,031      | )          |   |   | (4,382,660  | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss applicable to common stockholders                                                         |                             | $ | (7,569,303          | )          |                | $ | (5,922,588    | )          |   | $ | (42,519,702 | )
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Net loss per common share:                                                                         |                             |   |                     |            |                |   |               |            |   |   |             |  
|                                                                                                   | Basic and assuming dilution |   | $                   | (0.61      | )              |   | $             | (0.50      | ) |   |             |   | 
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  
|Weighted average common shares outstanding:                                                        |                             |   |                     |            |                |   |               |            |   |   |             |  
|                                                                                                   | Basic and assuming dilution |   |                     | 12,331,103 |                |   |               | 11,821,063 |   |   |             |   | 
|                                                                                                   |                             |   |                     |            |                |   |               |            |   |   |             |  

The accompanying notes are an integral part of these financial statements.

4



---



##### 



Antex Biologics Inc.
(a development stage enterprise)

Condensed Consolidated Statements of Cash Flows
(Unaudited)

|                                         |                                                              |                                              |            |                     |          |                |            |               |         |   |             |           |         |  
|---------------------------------------- | ------------------------------------------------------------ | -------------------------------------------- | ---------- | ------------------- | -------- | -------------- | ---------- | ------------- | ------- | - | ----------- | --------- | ------- | -
|                                         |                                                              |                                              |            | Nine Months         |          | August 3, 1991
|                                         |                                                              |                                              |            | Ended September 30, |          | (inception)   
|                                         |                                                              |                                              |            |                     |          | to            
|                                         |                                                              |                                              |            | 2002                |          | 2001           |            | Sept 30, 2002
|                                         |                                                              |                                              |            |                     |          |                |            |              
|Operating activities                     |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|Net loss                                 |                                                              | $                                            | (6,703,707 | )                   |          | $              | (5,021,557 | )             |         | $ | (38,137,042 | )        
|Adjustments to reconcile net loss to net |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|                                         | cash used in operating activities:                           |                                              |            |                     |          |                |            |               |         |   |             |           |        
|                                         | Depreciation and amortization of
property and equipment, net |                                              |            | 172,572             |          |                |            | 174,303       |         |   |             | 1,033,675 |        
|                                         | Amortization of deferred credits                             |                                              |            |                    |          |                |            | (16,465       | )       |   |             | (488,352  | )      
|                                         | Write-down of construction in progress                       |                                              |            |                    |          |                |            |              |         |   |             | 174,400   |        
|                                         | Stock-based compensation and expense                         |                                              |            | 169,342             |          |                |            | 94,335        |         |   |             | 1,671,272 |        
|                                         | Other                                                        |                                              |            | 6,737               |          |                |            |              |         |   |             | 1,718,551 |        
|                                         | Changes in operating assets and liabilities:                 |                                              |            |                     |          |                |            |               |         |   |             |           |        
|                                         |                                                              | Accounts and other receivables               |            |                     | 549,396  |                |            |               | (24,504 | ) |             |           | (37,988 | )
|                                         |                                                              | Prepaid expenses and other                   |            |                     | (11,984  | )              |            |               | (39,653 | ) |             |           | (32,692 | )
|                                         |                                                              | Accounts payable, accrued expenses and other |            |                     | 128,132  |                |            |               | 233,793 |   |             |           | 680,170 |  
|                                         |                                                              | Deferred revenue                             |            |                     | (107,343 | )              |            |               | 257,475 |   |             |           | 732,224 |  
|                                         |                                                              | Due from affiliate                           |            |                     |         |                |            |               |        |   |             |           | 420,448 |  
|                                         |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|Net cash used in operating activities    |                                                              |                                              | (5,796,855 | )                   |          |                | (4,342,273 | )             |         |   | (32,265,334 | )        
|                                         |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|Investing activities                     |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|Purchase of property and equipment       |                                                              |                                              | (88,660    | )                   |          |                | (164,228   | )             |         |   | (1,777,076  | )        
|Increase in restricted cash              |                                                              |                                              |           |                     |          |                |           |               |         |   | (146,600    | )        
|                                         |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          
|Net cash used in investing activities    |                                                              |                                              | (88,660    | )                   |          |                | (164,228   | )             |         |   | (1,923,676  | )        
|                                         |                                                              |                                              |            |                     |          |                |            |               |         |   |             |          

The accompanying notes are an integral part of these financial statements.(Continued)

5



---



##### 



Antex Biologics Inc.
(a development stage enterprise)

Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited)

|                                                                |                                                                 |   |                     |   |                |   |               |         |  |   |            |           | 
|--------------------------------------------------------------- | --------------------------------------------------------------- | - | ------------------- | - | -------------- | - | ------------- | ------- |  | - | ---------- | --------- | 
|                                                                |                                                                 |   | Nine Months         |   | August 3, 1991
|                                                                |                                                                 |   | Ended September 30, |   | (inception)   
|                                                                |                                                                 |   |                     |   | to            
|                                                                |                                                                 |   | 2002                |   | 2001           |   | Sept 30, 2002
|                                                                |                                                                 |   |                     |   |                |   |              
|Financing activities                                            |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|Net proceeds from sales of capital stock,
warrants and options  |                                                                 | $ |                    |   |                | $ | 2,526,137     |         |  | $ | 29,513,834 |          
|Net proceeds from exercise of common stock
warrants and options |                                                                 |   | 3,044               |   |                |   | 39,302        |         |  |   | 4,975,387  |          
|Proceeds from sale and leaseback agreement                      |                                                                 |   |                    |   |                |   |              |         |  |   | 2,164,792  |          
|Principal repayments on sale and leaseback
agreement            |                                                                 |   |                    |   |                |   |              |         |  |   | (2,164,792 | )        
|Proceeds from issuance of notes payable                         |                                                                 |   |                    |   |                |   |              |         |  |   | 500,000    |          
|Deferred financing costs                                        |                                                                 |   | (82,500             | ) |                |   |              |         |  |   | (82,500    | )        
|                                                                |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|Net cash provided by (used in) financing activities             |                                                                 |   | (79,456             | ) |                |   | 2,565,439     |         |  |   | 34,906,721 |          
|                                                                |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|Net increase (decrease) in cash and cash
equivalents            |                                                                 |   | (5,964,971          | ) |                |   | (1,941,062    | )       |  |   | 717,711    |          
|Cash and cash equivalents at beginning
of period                |                                                                 |   | 7,119,354           |   |                |   | 10,876,186    |         |  |   | 436,672    |          
|                                                                |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|Cash and cash equivalents at end of period                      |                                                                 | $ | 1,154,383           |   |                | $ | 8,935,124     |         |  | $ | 1,154,383  |          
|                                                                |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|Supplemental cash flows disclosures:                            |                                                                 |   |                     |   |                |   |               |         |  |   |            |          
|                                                                | Cashless exercise of common stock
options and warrants          |   | $                   |  |                |   | $             |        |  |   | $          | 4,426,000 | 
|                                                                | Notes payable and accrued interest
converted to preferred stock |   |                     |  |                |   |               |        |  |   |            | 509,109   | 
|                                                                | Conversion of convertible preferred stock
into common stock     |   |                     |  |                |   |               | 612,500 |  |   |            | 612,500   | 
|                                                                | Sale and leaseback of property and
equipment                    |   |                     |  |                |   |               |        |  |   |            | 2,099,175 | 
|                                                                | Capitalized equipment                                           |   |                     |  |                |   |               |        |  |   |            | 247,957   | 
|                                                                | Interest paid                                                   |   |                     |  |                |   |               |        |  |   |            | 699,248   | 

The accompanying notes are an integral part of these financial statements.

6



---



##### 



Antex Biologics Inc.
(a development stage enterprise)

Notes to Condensed Consolidated Financial Statements
September 30, 2002
(Unaudited)

1.     Business

Antex Biologics Inc. (the Company) is a biopharmaceutical company
committed to improving human health by developing new vaccines and antibiotics
to prevent and treat chronic bacterial infections and related diseases. With
respect to its research and product development, the Company currently has
strategic alliances with GlaxoSmithKline, Aventis Pasteur and the U.S.
Department of Defense.

Since its inception, the Companys revenues have been generated solely
from contracts in support of its research and development activities and, as of
September 30, 2002, the Companys products are not sufficiently developed to
enable the Company to generate sales on an ongoing basis. As a result, the
Company is considered to be in the development stage. To date, the Company has
raised funds primarily from equity financings and from strategic alliances.
The Company has no bank lines of credit or other credit facilities.

The Company has no material non-cancelable commitments for the remainder
of 2002 other than operating lease obligations of approximately $185,000, and
does not expect significant revenues in the fourth quarter of 2002. The
Company expects its operating cash requirements for the remainder of 2002 to be
approximately $2,000,000; the Company has approximately $1,200,000 in cash on
hand at September 30, 2002.

To raise additional capital, the Company, on October 25, 2002, filed a
registration statement with the Securities and Exchange Commission to register
shares of Common Stock and Redeemable Stock Purchase Warrants in an
underwritten offering in which the Company is seeking to raise up to $10,000,000 in gross proceeds (approximately $8.5 million after deducting
underwriting and offering costs and expenses). However, there can be no
assurance that the Company will be able to complete its public offering as
planned.

In addition to the planned public offering, the Company continues to
examine a range of possible funding sources, including additional strategic
alliances, additional equity or debt private placements, the sale and leaseback
of existing assets, and additional grants and contracts. The Company is also
examining the possibility of entering into one or more business transactions
that could involve the merger or sale of the Company and/or selected Company
assets. If the Company is unsuccessful in raising capital during the quarter
from its planned public offering or from the other efforts outlined above
sufficient to meet its anticipated needs, the Company will be required to
curtail its ongoing operations, including discontinuation of ongoing and
planned clinical trials, or cease operations completely.

7



---



##### 



2.     Preparation of Condensed Consolidated Financial Statements

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Certain
reclassifications have been made to the 2001 financial statements to conform
them to the 2002 presentation.

The accompanying Condensed Consolidated Balance Sheet as of September 30,
2002, the Condensed Consolidated Statements of Operations for the three and
nine months ended September 30, 2002 and 2001 and for the period August 3, 1991
(inception) to September 30, 2002, and the Condensed Consolidated Statements of
Cash Flows for the nine months ended September 30, 2002 and 2001 and for the
period August 3, 1991 (inception) to September 30, 2002, are unaudited. In the
opinion of management, the accompanying financial statements reflect all
adjustments (consisting of normal recurring adjustments) that are necessary for
a fair presentation of the consolidated financial position of Antex Biologics
Inc. and its subsidiary at September 30, 2002, and the consolidated results of
their operations and their cash flows for the periods referred to above. The
results of operations for the three and nine months ended September 30, 2002
are not necessarily indicative of the operating results anticipated for the
fiscal year ending December 31, 2002. Additionally, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted pursuant to rules and regulations
promulgated by the Securities and Exchange Commission. These financial
statements should be read in conjunction with the financial statements and
notes thereto for the fiscal year ended December 31, 2001 included in the
Companys Annual Report on Form 10-KSB.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which contemplates
continuity of operations, realization of assets and satisfaction of liabilities
in the ordinary course of business. The accompanying consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of the carrying amount of recorded assets or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

3.     Capital Stock

In July 2001, the Company completed a private placement of 3,000 shares of
Series B 7% Convertible Preferred Stock, along with 750,000 Class E Warrants
and 375,000 Class F Warrants, from which it realized gross proceeds of
approximately $3,000,000 (approximately $2,600,000 after deducting offering
costs and expenses). The Series B 7% Convertible Preferred Stock currently is
convertible into an aggregate of 1,500,000 shares of Common Stock. The Class E
Warrants are currently exercisable to purchase one share of Common Stock at an
exercise price of $2.50 per share and the Class F Warrants are currently
exercisable to purchase one share of Common Stock at an exercise price of $3.00
per share. The Company paid dividends in January 2002 and July 2002 on the
preferred stock, in 170,295 unregistered shares of its common stock.

8



---



##### 



In August 2002, as part of a consulting services agreement, the Company
granted the consulting firm redeemable stock purchase warrants to purchase
150,000 shares of its Common Stock. The warrants are exercisable for five
years at $3.00 per share. The Company recorded a charge of $75,000 in the
accompanying statement of operations for the quarter ended September 30, 2002
related to the grant of the warrants.

4.     Property and Equipment

The Company adopted the provisions of the Financial Accounting Standards
Boards Statement of Financial Accounting Standards No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets in the first quarter of 2002. The
adoption of this standard did not materially impact the Companys financial
position or results of operations.

The Companys policy is to review its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount
of the asset may not be recoverable. The Company recognizes an impairment loss
when the sum of expected undiscounted future cash flows is less than the
carrying amount of the asset. The amount of the impairment is measured as the
difference between the assets estimated fair value and its book value. Given
the inherent risks within the biotechnology and biopharmaceutical industries,
it is possible that the Companys current expectation that it will recover the
carrying amount of its long-lived assets from future operations or alternative
uses could change.

5.     Business Segment Financial Information

The Company has two reportable operating segments based on product lines,
vaccines (or biologics) and antibiotics (or pharmaceuticals). Corporate
includes certain patent costs and reimbursements of patent costs, general and
administrative costs, and the acquisition of assets used to support
administrative functions. The 2001 amounts included a transfer of completed
construction in process from Corporate to the Vaccines segment. The following
tables summarize information regarding the two segments for the three- and
nine-month periods ended September 30, 2002 and 2001:

|                                  |  |                                       |          |             |  |           |          |       |  |   |          |   |  |   |            |  
|--------------------------------- |  | ------------------------------------- | -------- | ----------- |  | --------- | -------- | ----- |  | - | -------- | - |  | - | ---------- | -
|                                  |  | Three Months Ended September 30, 2002
|                                  |  |                                      
|                                  |  | Vaccines                              |          | Antibiotics |  | Corporate |          | Total
|                                  |  |                                       |          |             |  |           |          |      
|Contract revenues                 |  | $                                     | 34,684   |             |  | $         |         |       |  | $ | 34,576   |   |  | $ | 69,260     |  
|Research and development
expenses |  | $                                     | 908,720  |             |  | $         | 644,470  |       |  |   | 34,576   |   |  | $ | 1,587,766  |  
|Loss from operations              |  | $                                     | (874,036 | )           |  | $         | (644,470 | )     |  | $ | (671,423 | ) |  | $ | (2,189,929 | )
|Fixed asset acquisitions          |  | $                                     | 3,988    |             |  | $         |         |       |  | $ |         |   |  | $ | 3,988      |  

9



---



##### 



|                                  |  |                                       |          |             |  |           |          |       |  |   |          |   |  |   |            |  
|--------------------------------- |  | ------------------------------------- | -------- | ----------- |  | --------- | -------- | ----- |  | - | -------- | - |  | - | ---------- | -
|                                  |  | Three Months Ended September 30, 2001
|                                  |  |                                      
|                                  |  | Vaccines                              |          | Antibiotics |  | Corporate |          | Total
|                                  |  |                                       |          |             |  |           |          |      
|Contract revenues                 |  | $                                     | 50,385   |             |  | $         |         |       |  | $ | 37,560   |   |  | $ | 87,945     |  
|Research and development
expenses |  | $                                     | 822,876  |             |  | $         | 337,458  |       |  | $ |         |   |  | $ | 1,160,334  |  
|Loss from operations              |  | $                                     | (772,491 | )           |  | $         | (337,458 | )     |  | $ | (702,785 | ) |  | $ | (1,812,734 | )
|Fixed asset acquisitions          |  | $                                     | 3,753    |             |  | $         |         |       |  | $ | 5,544    |   |  | $ | 9,297      |  

|                                  |  |                                      |            |             |  |           |            |       |  |   |            |   |  |   |            |  
|--------------------------------- |  | ------------------------------------ | ---------- | ----------- |  | --------- | ---------- | ----- |  | - | ---------- | - |  | - | ---------- | -
|                                  |  | Nine Months Ended September 30, 2002
|                                  |  |                                     
|                                  |  | Vaccines                             |            | Antibiotics |  | Corporate |            | Total
|                                  |  |                                      |            |             |  |           |            |      
|Contract revenues                 |  | $                                    | 111,575    |             |  | $         |           |       |  | $ | 172,978    |   |  | $ | 284,553    |  
|Research and development
expenses |  | $                                    | 2,857,800  |             |  | $         | 1,839,108  |       |  | $ | 172,978    |   |  | $ | 4,869,886  |  
|Loss from operations              |  | $                                    | (2,746,225 | )           |  | $         | (1,839,108 | )     |  | $ | (2,169,690 | ) |  | $ | (6,755,023 | )
|Fixed asset acquisitions          |  | $                                    | 51,352     |             |  | $         | 8,499      |       |  | $ | 28,809     |   |  | $ | 88,660     |  

|                                  |  |                                      |            |             |  |           |            |       |  |   |            |   |  |   |            |  
|--------------------------------- |  | ------------------------------------ | ---------- | ----------- |  | --------- | ---------- | ----- |  | - | ---------- | - |  | - | ---------- | -
|                                  |  | Nine Months Ended September 30, 2001
|                                  |  |                                     
|                                  |  | Vaccines                             |            | Antibiotics |  | Corporate |            | Total
|                                  |  |                                      |            |             |  |           |            |      
|Contract revenues                 |  | $                                    | 67,385     |             |  | $         |           |       |  | $ | 140,519    |   |  | $ | 207,904    |  
|Research and development
expenses |  | $                                    | 2,403,792  |             |  | $         | 1,014,601  |       |  | $ |           |   |  | $ | 3,418,393  |  
|Loss from operations              |  | $                                    | (2,336,407 | )           |  | $         | (1,014,601 | )     |  | $ | (2,010,634 | ) |  | $ | (5,361,642 | )
|Fixed asset acquisitions          |  | $                                    | 114,505    |             |  | $         |           |       |  | $ | 49,723     |   |  | $ | 164,228    |  

6.     Earnings (Loss) Per Share

Earnings (loss) per common share is computed by dividing net income
(loss) applicable to common stockholders by the weighted average number of
common shares outstanding during the period. Earnings (loss) per share
assuming dilution is computed by dividing net income

10



---



##### 



(loss) applicable to common stockholders by the weighted average number of
common shares and potentially dilutive shares outstanding during the period.

The Company excluded the following potentially dilutive shares from its
diluted earnings per share calculation because they are anti-dilutive:

|                                                |  |          |           |          |  |  |           | 
|----------------------------------------------- |  | -------- | --------- | -------- |  |  | --------- | 
|                                                |  | Sept 30, |           | Sept 30,
|Common Stock Issuable Upon:                     |  | 2002     |           | 2001    
|                                                |  |          |           |         
|Conversion of convertible preferred stock       |  |          | 1,500,000 |          |  |  | 1,500,000 | 
|Exercise of stock purchase warrants             |  |          | 5,241,512 |          |  |  | 4,941,512 | 
|Exercise of employee and director stock options |  |          | 2,908,175 |          |  |  | 2,109,299 | 

During the first quarter of 2002, the 1992 Directors Stock Option Plan
was amended to extend its term for an additional five years.

7.     Contingencies

In September 2002, the Company was named as a defendant, along with a
number of other pharmaceutical companies, in 37 lawsuits filed by a single law
firm. In the lawsuits, the named plaintiffs, on behalf of minor children, have
asserted product liability and other claims against the defendants, including
the Company, alleging that the defendants used Thimerosal (a mercury-based
preservative) in commercially-available vaccines administered to minors and
that the minors sustained injuries due to the Thimerosal. Based on the fact
that the Company has used Thimerosal only in clinical trials in which no minors
were participants, it does not believe that it has any liability in these
actions. In addition, the Company believes that under its license agreements
with GlaxoSmithKline and Aventis Pasteur it is entitled to indemnification
against these claims. However, if the complaint against the Company is not
dismissed, and if GlaxoSmithKline and Aventis Pasteur fail to assume the
defense of the lawsuit or fail to indemnify the Company, any adverse judgment
against the Company or the cost of defending the claim, including a successful
defense, could have a material adverse effect on the Companys business or
financial condition. At this early stage in the proceedings, the Company is
not in a position to predict the outcome of this litigation, but intends,
subject to the availability of financial resources, to contest the matter
vigorously. No provision has been made in the Companys financial statements
as a result of this contingency.

ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The Company is a biopharmaceutical company committed to developing and
marketing new products to prevent and treat chronic bacterial infections and
related diseases. The Company is devoting substantially all its resources to
research and product development (including preclinical and clinical
development) and has no product sales. The Company currently has two products
in human clinical trials, and currently expects, subject to the receipt of
additional funding, to have two additional products in human clinical trials by
the end of 2002 and a third

11



---



##### 



potential product in human clinical trials by the end of the first quarter
of 2003. Since its inception, the Companys revenues have been generated
solely from contracts in support of its research and development activities
and, as of September 30, 2002, the Companys products are not sufficiently
developed to enable the company to generate sales on an ongoing basis. As a
result, the Company is considered to be in the development stage. To date, the
Company has raised funds primarily from equity financings and from strategic
alliances. The Company has no bank lines of credit or other credit facilities.

The business of the Company currently does not generate any revenues from
product sales and we do not anticipate that our revenue from contracts, grants
and collaborative agreements will be sufficient to meet our future capital
requirements. The Company has spent and will continue to spend substantial
funds in the research, development and clinical testing of its products.

Results of Operations

Contract revenues for the first nine months of 2002 consisted of $172,978
of reimbursable patent expenses pursuant to the Companys strategic alliance
with GlaxoSmithKline (GSK) and $111,575 related to work performed under a
research contract from the U.S. Department of Defense. Contract revenues for
the third quarter of 2002 consisted of $34,576 of reimbursable patent expenses
and $34,684 from the research contract. Contract revenues for the first nine
months of 2001 consisted of $140,519 of reimbursable expenses and $67,385 from
research contracts. Contract revenues for the third quarter of 2001 consisted
of $37,560 of reimbursable expenses and $50,385 from research contracts.

Research and development expenses increased 42% to $4,869,886 for the
first nine months of 2002 as compared to $3,418,393 for the comparable period
in 2001. Research and development expenses increased 37% to $1,587,766 for the
third quarter of 2002 as compared to $1,160,334 for the comparable period in
2001. The increase in research and development costs in 2002 was related
primarily to ongoing human clinical trials for two vaccine products and the
production of clinical material for, and the preclinical evaluation of, the
Companys lead antibiotic product. There were no clinical trials in process
during the first nine months of 2001.

Selling, general and administrative expenses in the first nine months of
2002 increased less than 1% to $2,169,690 as compared to $2,151,153 for the
first nine months of 2001. Selling, general and administrative expenses in the
third quarter of 2002 decreased 9% to $671,423 as compared to $740,345 for the
2001 third quarter. Selling, general and administrative expense in the third
quarter of 2001 included severance costs of approximately $100,000 associated
with the termination of an officer.

The decrease in interest income for the three- and nine-month periods
ended September 30, 2002 as compared to the same periods last year was due to
decreasing cash and investment balances.

The Financial Accounting Standards Board has recently issued several
statements of financial accounting standards, including No. 141 Business
Combinations, No. 142 Goodwill and Other Intangible Assets, No. 143
Accounting for Asset Retirement Obligations, No. 145 Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, No. 146 Accounting for Costs Associated with Exit or Disposal

12



---



##### 



Activities, and No. 147 Acquisition of Certain Financial Institutions.
We expect that the adoption of these pronouncements will not materially impact
our financial results.

Critical Accounting Policies

The Company recognizes revenues on long-term grants and contracts using
the percentage of completion method of accounting. Pursuant to these
contracts, revenue is recognized based on actual costs incurred in relation to
total estimated costs to complete the contract. To the extent that estimated
costs of completion are adjusted, revenue recognized from a particular contract
will be affected in the period of the adjustment. Anticipated contract losses
are recognized as they become known. Cash payments received in advance of
revenue being recognized are deferred on the balance sheet.

Reimbursement payments from the Companys various strategic alliances are
recognized as revenue when the underlying expense is incurred and the revenue
earned. Milestone payments from the Companys various strategic alliances are
recognized as revenue when the milestone is achieved and the revenue is earned.

Research and development costs, including costs for clinical trials, are
expensed as incurred.

Liquidity and Capital Resources

As a development stage company, the Companys activities have been limited
primarily to research and development, pre-clinical and clinical trials of its
various vaccine and antibiotic products. To date, the Company has raised funds
primarily from equity financings and from strategic alliances. The Company has
no bank lines of credit or other credit facilities.

The Company has no material non-cancelable commitments for the remainder
of 2002 other than operating lease obligations of approximately $185,000, and
does not expect significant revenues in the fourth quarter of 2002. The
Company expects its operating cash requirements for the remainder of 2002 to be
approximately $2,000,000; the Company has approximately $1,200,000 in cash on
hand at September 30, 2002.

To raise additional capital, the Company, on October 25, 2002, filed a
registration statement with the Securities and Exchange Commission to register
shares of Common Stock and Redeemable Stock Purchase Warrants for an
underwritten offering in which the Company is seeking to raise up to $10,000,000 in gross proceeds (approximately $8.5 million after deducting
underwriting and expected offering costs and expenses). However, there can be
no assurance that the Company will be able to complete its public offering as
planned.

In July 2001, the Company completed a private placement of 3,000 shares of
Series B Convertible Preferred Stock, along with 750,000 Class E Warrants and
375,000 Class F Warrants, from which it realized gross proceeds of
approximately $3,000,000 (approximately $2,600,000 after deducting offering
costs and expenses). The Series B Convertible Preferred Stock currently is
convertible into an aggregate of 1,500,000 shares of Common Stock based on the
current conversion price of $2.00 per share. The Class E Warrants are
exercisable to purchase

13



---



##### 



one share of Common Stock at an exercise price of $2.50 per share and the Class
F Warrants are exercisable to purchase one share of Common Stock at an exercise
price of $3.00 per share.

The conversion price of the Series B Convertible Preferred Stock and the
exercise prices of the Class E and Class F Warrants are subject to future
adjustment in certain circumstances, including as the result of stock splits,
stock dividends, and issuances of common stock, or rights to acquire common
stock, at a price below the conversion price per share then in effect. If the
public offering currently contemplated by the Company is completed, then the
conversion price of the Series B Convertible Preferred Stock and the exercise
prices of the Class E and Class F Warrants will be reduced to the per share
price at which the Common Stock is sold in the offering. Based on the
anticipated terms of the offering, these adjustments are expected to result in
a significant increase in the aggregate number of shares issuable upon
conversion of the Series B Convertible Preferred Stock and a significant
reduction in the exercise price of the Class E and Class F Warrants.

Under the term of the Series B Convertible Preferred Stock, in the event
of an adjustment in the conversion price, the Company is required to list the
additional shares issuable upon the conversion on the American Stock Exchange.
Under the rules of the American Stock Exchange, the Company expects that
stockholder approval of the issuance of the additional shares will be required
as a condition to listing. If the Company fails to obtain stockholder approval
within 90 days after the completion of the offering, the terms of the Series B
Convertible Preferred Stock require the Company to make a cash payment to the
holders of the Series B Convertible Preferred Stock. Depending on the price at
which the Common Stock is sold in the offering, this amount could be up to
$3,000,000.

In addition to the planned public offering, the Company continues to
examine a range of possible funding sources, including additional strategic
alliances, additional equity or debt private placements, the sale and leaseback
of existing assets, and additional grants and contracts. The Company is also
examining the possibility of entering into one or more business transactions
that could involve the merger or sale of the Company and/or selected Company
assets.

If the Company is unsuccessful in raising capital during the quarter from
its planned public offering or from the other efforts sufficient to meet its
anticipated needs, the Company will be required to curtail its ongoing
operations, including discontinuation of ongoing and planned clinical trials,
or cease operations completely.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This quarterly report on Form 10-QSB contains forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Any statements contained herein that relate to future events or
results are forward-looking statements. Without limiting the foregoing, the
words may, will, should, intends, estimates, predicts,
potential, continue, believe, anticipates, plans, expects, the
negative of these terms or other comparable terminology are intended to
identify forward-looking statements. These statements are only predictions. A
number of factors could cause actual results to differ

14



---



##### 



materially from those
indicated by forward-looking statements. In evaluating forward-looking
statements, you should consider: (i) the Companys ability to fund its
future operations; (ii) the Companys ability to successfully complete product
research and development, including preclinical and clinical studies and
commercialization; (iii) the Companys ability to obtain required governmental
approvals; (iv) the Companys ability to attract and/or maintain manufacturing,
sales, distribution and marketing partners; and (v) the Companys ability to
develop and commercialize its products before its competitors. Further
information concerning these and other risks and uncertainties is contained
from time to time in our filings with the Securities and Exchange Commission.
Although the Company believes that the expectations reflected in
forward-looking statements are reasonable, the Company cannot guarantee future
results, events or conditions, levels of activity, performance or achievements.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. We undertake
no obligation to update or revise publicly any forward-looking statements,
whether as a results of new information, future events or otherwise.

ITEM 3. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures. The Companys chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined
in the Securities Exchange Act of 1934 Rules 13a-14(c)) as of a date (the
Evaluation Date) within 90 days before the filing date of this quarterly
report, have concluded that, as of the Evaluation Date, the Companys
disclosure controls and procedures were effective.

(b)  Changes in internal controls. There were no significant changes in the
Companys internal controls or to the Companys knowledge, in other factors
that could significantly affect the Companys disclosure controls and
procedures subsequent to the Evaluation Date.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In September 2002, the Company was named as a defendant, along with a
number of other pharmaceutical companies, in 37 lawsuits filed by a single law
firm. In the lawsuits, the named plaintiffs, on behalf of minor children, have
asserted product liability and other claims against the defendants, including
the Company, alleging that the defendants used Thimerosal (a mercury-based
preservative) in commercially-available vaccines administered to minors and
that the minors sustained injuries due to the Thimerosal. Based on the fact
that the Company has used Thimerosal only in clinical trials in which no minors
were participants, it does not believe that it has any liability in these
actions. In addition, the Company believes that under our license agreements
with GlaxoSmithKline and Aventis Pasteur it is entitled to indemnification
against these claims. However, if the complaint against the Company is not
dismissed, and if GlaxoSmithKline and Aventis Pasteur fail to assume the
defense of the lawsuit or fail to indemnify the Company, any adverse judgment
against the Company or the cost of defending the claim, including a successful
defense, could have a material adverse effect on the Companys business or
financial condition. At this early stage in the proceedings, the Company is
not in a position to predict the outcome of this litigation, but intends,
subject to the availability of

15



---



##### 



financial resources, to contest the matter vigorously. No provision has
been made in the Companys financial statements as a result of this
contingency.

ITEM 2. CHANGES IN SECURITIES

The Company is required to pay dividends on its Series B Convertible
Preferred Stock in semi-annual amounts equal to 3 1/2% of the liquidation
value, which the Company has the option to pay in either cash or shares of
Common Stock. On July 15, 2002, the Company issued to the holders of the
Series B Convertible Preferred Stock 100,119 shares of Common Stock in
satisfaction of its semi-annual dividend payment obligation. The shares of
Common Stock were issued without registration in reliance upon the exemption
provided by Section 4(2) of the Securities Act of 1933, based on the accredited
investor status of the holders of the Series B Convertible Preferred Stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit 99.1



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 99.2



| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Reports on Form 8-K

None.

16



---



##### 



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                       |  |                                                                                               
|---------------------- |  | ----------------------------------------------------------------------------------------------
|                       |  | ANTEX BIOLOGICS INC.                                                                          
|                      
|Date: November 7, 2002 |  | By: /s/Jeffrey V. PironeJeffrey V. Pirone
Executive Vice President and
Chief Financial Officer

CERTIFICATIONS

I, V.M. Esposito, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Antex Biologics
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and
have:                                                                                                         



| | a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiary, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                
|
| | c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                      

17



---



##### 





|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                         
|-------------------------------------------------------------------------
|Date: November 7, 2002                                                   
|                                                                         
|By:   /s/V.M. EspositoV.M. Esposito
President and
Chief Executive Officer

I, Jeffrey V. Pirone, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-QSB of Antex Biologics
Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly 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 quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and
have:                                                                                                         

18



---



##### 





| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiary, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
Evaluation Date); and                                                                                                
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                      



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                               
|-----------------------------------------------------------------------------------------------
|Date: November 7, 2002                                                                         
|                                                                                               
|By:  /s/Jeffrey V. PironeJeffrey V. Pirone
Executive Vice President and
Chief Financial Officer

19