U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended December 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

     For the transition period from                  to
                                    -----------------   --------------------

                       Commission File No. 33-24138-D
                                           ----------


                              IMAGENETIX, INC.
                              ----------------
     (Exact Name of Small Business Issuer as specified in its Charter)


           Nevada                                      87-0463772
           ------                                      ----------
  (State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
    incorporation or organization)


                   16935 West Bernardo Drive, Suite #101
                       San Diego, California 92127
                       ---------------------------
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (858) 674-8455
                                            --------------

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                                     N/A

     Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.  Yes    No

                   APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the Registrant's
classes of common equity, as of the latest practicable date:

                           December 31, 2002

                    Common Voting Stock - 8,550,000 shares

Transitional Small Business Disclosure Format (Check one):  Yes X   No

                      PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
          ---------------------

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes.  In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

       UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                      DECEMBER 31, 2002
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY



                             CONTENTS

                                                               PAGE

        Unaudited Condensed Consolidated Balance Sheets,
           December 31, 2002 and March 31, 2002                      1

        Unaudited Condensed Consolidated Statements of
           Operations, for the three and nine months ended
           December 31, 2002 and 2001                                2

        Unaudited Condensed Consolidated Statements of
           Cash Flows for the nine months ended December 31, 2002
           and 2001                                              3 - 4

        Notes to Unaudited Condensed Consolidated
           Financial Statements                                 5 - 16
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

<CAPTION>
               CONDENSED CONSOLIDATED BALANCE SHEETS
                           [Unaudited]

                              ASSETS
                                           December 31,       March 31,
                                                2002           2002
                                             ____________   ____________
<S>                                           <C>          <C>
CURRENT ASSETS:
  Cash                                       $     28,355   $    303,986
  Account receivable, net                         732,525        569,739
  Inventory, net                                  930,159      1,040,609
  Prepaid expenses                                      -          5,000
  Employee advances                                 9,000              -
                                             ____________   ____________
        Total Current Assets                    1,700,039      1,919,334

PROPERTY AND EQUIPMENT, net                       101,646        119,050

OTHER ASSETS                                       23,247         85,886
                                             ____________   ____________
                                             $  1,824,932   $  2,124,270
                                             ============   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                           $    570,087  $     512,992

  Accrued liabilities                              30,566         20,809
  Customer Deposits                                43,878         43,153
  Income tax payable                               20,173         22,130
  Notes payable-related party                      20,436         20,436
  Current portion of capital leases                 2,520          2,634
  Line of credit-related party                    230,216        177,585
                                             ____________   ____________
        Total Current Liabilities                 917,876        799,739

CAPITAL LEASE LIABILITIES:
  Capital lease liabilities, less current
   portion                                          1,161          3,085
                                             ____________   ____________
        Total Liabilities                         919,037        802,824
                                             ____________   ____________
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized, no shares issued and
   outstanding                                          -              -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 8,550,000 shares issued
   and outstanding                                  8,550          8,550
  Capital in excess of par value                2,270,539      1,862,213
  Retained earnings (deficit)                  (1,373,194)      (549,317)
                                             ____________   ____________
        Total Stockholders' Equity                905,895      1,321,446
                                             ____________   ____________
                                             $  1,824,932   $  2,124,270
                                             ============   ============
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.

                                1
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

<CAPTION>
          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          [Unaudited]
                                       For the Three      For the Nine
                                       Months Ended       Months Ended
                                       December 31,       December 31,
                                  ____________________  ____________________
                                  2002       2001       2002      2001
                                  _________  _________  _________ __________
<S>                               <C>       <C>         <C>       <C>
NET SALES                           813,875  1,189,264  2,382,955  3,605,661

COST OF GOODS SOLD                  480,049    859,308  1,614,074  2,393,628
                                  _________  _________  _________  _________
GROSS PROFIT                        333,826    329,956    768,881  1,212,033

EXPENSES:
  General and administrative        347,004    519,200  1,125,197  1,174,406
  Non-cash consulting expense             -      5,556    408,327    105,760
                                  _________  _________  _________  _________
     Total expenses                 347,004    524,756  1,533,524  1,280,166

OPERATING INCOME (LOSS)             (13,178)  (194,800)  (764,643)   (68,133)
                                  _________  _________  _________  _________
OTHER INCOME (EXPENSE):
  Interest income                         1        330          5      2,754
  Other income                            -    215,000          -    215,000
  Interest (expense) other                -    (24,474)         -    (24,474)
  Interest (expense) related party   (6,362)    (6,465)   (71,586)   (12,442)
                                  _________  _________  _________  _________
        Total Other Income
        (Expense)                    (6,361)   184,391    (71,581)   180,838
                                  _________  _________  _________  _________
INCOME (LOSS) BEFORE INCOME TAXES   (19,539)   (10,409)  (823,877)   112,705

CURRENT TAX EXPENSE (BENEFIT)             -      2,826          -     13,738

DEFERRED TAX EXPENSE (BENEFIT)            -          -          -          -
                                  _________  _________  _________  _________
NET INCOME (LOSS)                   (19,539)   (13,235)  (823,877)    98,967
                                  =========  =========  =========  =========
EARNINGS (LOSS) PER COMMON SHARE  $    (.00) $    (.00) $    (.10) $     .01
                                  =========  =========  =========  =========
DILUTED EARNINGS (LOSS) COMMON
SHARE                             $     N/A  $    (.00) $     N/A  $     .01
                                  =========  =========  =========  =========
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statement.
                                2
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        [Unaudited]
<CAPTION>

                                                       For the Nine
                                                       Months Ended
                                                       December 31,
                                              ______________________________
                                                      2002        2001
                                              _______________  _____________
<S>                                          <C>               <C>
Cash Flows from Operating Activities:
  Net income (loss)                           $      (823,877)  $      98,967
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Non-cash expense                                  408,327         130,234
    Depreciation & amortization expense                23,319          18,832
    Allowance for bad debt adjustment                  25,324               -
    Changes in assets and liabilities:
      (Increase) in account receivable               (188,110)       (169,261)
      (Increase) decrease in inventory                110,450        (304,425)
      (Increase) decrease in receivable   employee     (9,000)         37,388
      (Increase) decrease in prepaid expense            5,000          31,107
      (Increase) decrease in other assets              62,204               -
      Increase (decrease) in accounts payable          57,094          81,102
      (Decrease) increase in customer deposits            725          (2,387)
      Increase (Decrease) in accrued expense            9,757           4,374
      (Decrease) Increase in income tax payable        (1,957)         13,738
                                              ______________   _____________
        Net Cash (Used) by Operating
        Activities                                  (320,744)        (60,331)
                                              ______________   _____________
Cash Flows from Investing Activities:
  (Increase) in intangible assets                       (850)           (750)
  Payments for property and equipment                 (4,630)        (23,926)
                                              ______________   _____________
        Net Cash (Used) by Investing Activities       (5,480)        (24,676)
                                              ______________   _____________
Cash Flows from Financing Activities:
  Payments on notes payable   related party                -         (48,461)
  Payments on capital leases                          (2,038)         (4,717)
  Proceeds from common stock                               -               -
  Increase in line of credit balance                  52,631         101,263
                                              ______________   _____________
        Net Cash Provided by Financing Activities     50,593          48,085
                                              ______________   _____________
Net Increase (Decrease) in Cash                     (275,631)        (36,922)

Cash at Beginning of Period                          303,986         489,041
                                              ______________   _____________
Cash at End of Period                         $       28,355   $     452,119
                                              ==============   =============
</TABLE>
[Continued]
                                3
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY


          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          [Unaudited]



                                                      For the Nine
                                                      Months Ended
                                                      December 31,
                                              _____________________________
                                                    2002        2001
                                              ______________ ______________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                  $        6,750 $       10,529
    Income taxes                              $        1,957 $            -

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the period ended December 31, 2002

  In April 2002, the Company granted warrants to purchase 600,000 shares of
common stock at $1.10.  The fair value of $408,327 was expensed as consulting
expense.

  For the period ended December 31, 2001

  In October 2001, the Company issued warrants to purchase 250,000 shares of
common stock at $.70 per share to shareholders of the Company who provided a
line of credit to the Company.  Of the $97,896 fair value recorded for these
warrants, $24,474 was recorded as interest expense and $73,422 as deferred
expenses.

  In September 2001, the Company issued warrants to purchase 20,000 shares of
common stock at $.70 per share.  The Company recorded expense of $5,556
related to the granting of these warrants.

  In April 2001, the Company issued options to purchase 25,000 shares of
common stock at $1.00 per share.  The Company recorded legal expense of
$22,570 related to the granting of these options.

  In April 2001, the Company issued options to purchase 100,000 shares of
common stock at $.86 per share.  The Company recorded expense of $77,634
related to the granting of these options.

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statement.
                                4
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The accompanying consolidated financial statements represent
  the accounts of Imagenetix, Inc. ["Parent"] organized under the laws of the
  State of Nevada on March 28, 1988; and its subsidiary Imagenetix, Inc
  ["Subsidiary"] organized under the laws of the state of Colorado on July
  26, 1996 and its subsidiary Imagenetix ["Imagenetix CA"] organized under
  the laws of the State of California on January 7, 1999, ["The Company"].
  The Company is engaged in the business of developing and marketing
  nutritional supplements and skin care products.

  On March 23, 1999, Subsidiary completed an exchange agreement with
  Imagenetix CA wherein Subsidiary issued 3,900,000 shares of its common
  stock in exchange for all of the outstanding common stock of Imagenetix CA.
  The Acquisition was accounted for as a recapitalization of Imagenetix CA as
  the shareholders of the Imagenetix CA controlled the combined entity after
  the acquisition.  There was no adjustment to the carrying values of the
  assets or liabilities of the Subsidiary or Imagenetix CA as a result of the
  recapitalization.

  During October 2000, the Subsidiary entered into a definitive merger
  agreement and plan of reorganization with Parent. The transaction was
  accounted for as a recapitalization of the Subsidiary, wherein the
  Subsidiary became a wholly owned subsidiary of the Parent. After giving
  effect to the preceding transaction, the parent had 8,550,000 shares of
  common stock, 3,183,750 warrants, and 525,000 options outstanding. In
  connection with the reverse acquisition, the parent changed its name to
  Imagenetix, Inc.

  The Company has, at the present time, not paid any dividends, and any
  dividends that may be paid in the future will depend upon the financial
  requirements of the Company and other relevant factors.

  Condensed Financial Statements - The accompanying financial statements have
  been prepared by the Company without audit.  In the opinion of management,
  all adjustments (which include only normal recurring adjustments) necessary
  to present fairly the financial position, results of operations and cash
  flows at December 31, 2002 and 2001 and for the periods then ended have
  been made.

  Certain information and footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted accounting
  principles in the United States of America have been condensed or omitted.
  It is suggested that these condensed financial statements be read in
  conjunction with the financial statements and notes thereto included in the
  Company's March 31, 2002 audited financial statements.  The results of
  operations for the periods ended December 31, 2002 and 2001 are not
  necessarily indicative of the operating results for the full year.

  Consolidation - All significant intercompany transactions between the
  Parent and Subsidiary, and Subsidiary and Imagenetix CA have been
  eliminated in consolidation.

  Reclassification - The financial statements for periods prior to December
  31, 2002 have been reclassified to conform to the headings and
  classifications used in the December 31, 2002 financial statements.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles in the United
  States of America requires management to make estimates and assumptions
  that effect the reported amounts of assets and liabilities, the disclosures
  of contingent assets and liabilities at the date of the financial
  statements, and the reported amounts of revenues and expenses during the
  reporting period.  Actual results could differ from those estimated by
  management.
                                5
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Cash and Cash Equivalents - For purposes of the financial statements, the
  Company considers all highly liquid debt investments purchased with a
  maturity of three months or less to be cash equivalents. At December 31,
  2002, the Company had $0 in cash balances in excess of federally insured
  limits, however, on a regular basis the Company's cash balances did exceed
  federally insured limits during the nine months ended December 31, 2002.

  Accounts receivable - Accounts receivable are carried at the expected net
  realizable value. The allowance for doubtful accounts is based on
  managements assessment of the collectivility of specific customer accounts
  and the aging of the accounts receivable. If there were a deterioration of
  a major customer's creditworthiness, or actual defaults were higher than
  historical experience, our estimates of the recoverability of amounts due
  to us could be overstated, which could have a negative impact on
  operations.

  Inventory - Inventory is carried at the lower of cost or market method
  valuation.

  Property and Equipment - Property and equipment are stated at cost.
  Expenditures for major renewals and betterments that extend the useful
  lives of property and equipment are capitalized, upon being placed in
  service.  Expenditures for maintenance and repairs are charged to expense
  as incurred.  Depreciation is computed for financial statement purposes
  using the straight-line method over the estimated useful lives of the
  assets ranging from 5 to 7 years.

  Trademarks - Costs of purchasing trademarks are amortized on a straight-
  line basis over 17 years.

  Stock Based Compensation - The Company accounts for its stock based
  compensation in accordance with Statement of Financial Accounting Standard
  No. 123  "Accounting for Stock-Based Compensation." This statement
  establishes an accounting method based on the fair value of equity
  instruments awarded to employees as compensation. However, companies are
  permitted to continue applying previous accounting standards in the
  determination of net income with disclosure in the notes to the financial
  statements of the differences between previous accounting measurements and
  those formulated by the new accounting standard. The Company has adopted
  the disclosure only provisions of SFAS No. 123, and accordingly, the
  Company has elected to determine net income using previous accounting
  standards. Equity instruments issued to non-employees are valued based on
  the fair value of the services received or the fair value of the equity
  instruments given up which ever is more reliably measurable.

  Advertising Costs - Costs incurred in connection with advertising and
  promotion of the Company's products are expensed as incurred.

  Revenue Recognition - Revenue is recognized when the product is shipped.
  The Company evaluates whether an allowance for estimated returns is
  required based on historical returns. The Company has not had significant
  returns and accordingly, has not established an estimated allowance for
  returns at December 31, 2002.

  Income Taxes - The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standards No. 109, "Accounting for Income
  Taxes."  This statement requires an asset and liability approach for
  accounting for income taxes [See Note 11].
                                6
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Earnings (Loss) Per Share - The computation of earnings (loss) per share is
  based on the weighted average number of shares outstanding during the
  period presented in accordance with Statement of Financial Accounting
  Standards No. 128, "Earnings (Loss) Per Share" [See Note 12].

  Recently Enacted Accounting Standards - Statement of Financial Accounting
  Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142,
  "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
  Retirement Obligations", SFAS No. 144, "Accounting for the Impairment or
  Disposal of Long-Lived Assets", SFAS No. 145, "Rescission of FASB
  Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical Corrections", SFAS No. 146, "Accounting for Costs Associated with
  Exit or Disposal Activities", SFAS No. 147, "Acquisitions of Certain
  Financial Institutions - an Amendment of FASB Statements No. 72 and 144 and
  FASB Interpretation No. 9", and SFAS No. 148, "Accounting for Stock-Based
  Compensation - Transition and Disclosure - an Amendment of FASB Statement
  No. 123", were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147
  and 148 have no current applicability to the Company or their effect on the
  financial statements would not have been significant.

NOTE 2 - INVENTORY

  Inventory consists of the following at:
                                                December 31,     March 31,
                                                    2002           2002
                                                ___________     ___________
          Raw Materials                         $   798,659     $ 1,036,827
          Finished product                           94,912               -
          Boxes, labels, tubes & bottles             61,588          28,782
          Reserve for obsolete inventory            (25,000)        (25,000)
                                                ___________     ___________
                  Total Inventory               $   930,159     $ 1,040,609
                                                ___________     ___________

  The Company has pledged its inventory as collateral against a line of
  credit. [See Note 7]
                                7
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PROPERTY AND EQUIPMENT

  The following is a summary of equipment, at cost, less accumulated
  depreciation:

                                                 December 31,    March 31,
                                                     2002          2002
                                                  __________     __________
       Lease-hold improvements                   $   110,597     $  107,572
       Office equipment                               45,808         44,202
       Leased equipment                               21,341         21,341
       Less accumulated depreciation                 (76,099)       (54,065)
                                                  __________     __________
                                                 $   101,646     $  119,050
                                                  __________     __________

  Depreciation expense for the nine months ended December 31, 2002 and 2001
  was $22,034 and $18,131, respectively.

  The Company has pledged its property and equipment as collateral against a
  line of credit. [See Note 7]

NOTE 4 - ACCOUNTS RECEIVABLE

  Accounts receivable are carried at the expected realizable value. Accounts
  receivable consisted of the following:
                                                 December 31,      March 31,
                                                     2002           2002
                                                   __________    __________
          Accounts receivable - trade              $  767,525    $  625,063
          Allowance for doubtful accounts             (35,000)      (55,324)
                                                   __________    __________
                  Accounts receivable, net         $  732,525    $  569,739
                                                   __________    __________

  The Company has pledged its accounts receivable as collateral against a line
  of credit. [See Note 7]

NOTE 5 - OTHER ASSETS

  The following is a summary of intangible assets which are included in "Other
  Assets" on the face of the balance sheet:
                                                 December 31,   March 31,
                                                     2002         2002
                                                 __________    __________
       Trademarks                               $     8,866    $    8,016
       Globestar                                      3,675         3,675
       Less Amoritization                            (2,560)       (1,275)
                                                 __________    __________
                                                $     9,980    $   10,416
                                                 __________    __________

  For the nine months ended December 31, 2002 and 2001 amortization expense
  was $1,285 and $701, respectively.
                                  8
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - OTHER ASSETS [Continued]

  Deposits - The Company has also made a deposits of prepaid rent for its
  corporate offices. At December 31, 2002 and March 31, 2002 the amounts
  included in "Other Assets" on the face of the balance sheet was $13,266 and
  $26,522, respectively.

  Deferred expenses - Line of credit   Two shareholders of the Company agreed
  to provide the Company with a $1,000,000 line of credit. The balance of the
  line of credit accrues interest at a rate of 12% per annum and expires in
  September 2002. The Company granted warrants to purchase 250,000 shares of
  common stock to these shareholders as an incentive for the line of credit.
  The fair value of the warrants was $97,896, has been expensed as interest
  expense. For the nine months ended December 31, 2002, the Company expensed
  $48,948 related to these warrants. At December 31, 2002 and March 31, 2002,
  the balances which were included in "Other Assets" were $0 and $48,948,
  respectively.

NOTE 6 - NOTES PAYABLE - RELATED PARTY

  The following is a summary of notes payable to related parties, as of:

                                              December 31   March 31,
                                                  2002         2002
                                              __________   ___________
  10% unsecured note payable to an
      officer/shareholder, due July 20, 2003  $   20,436   $    20,436
                                              __________   __________
                                                  20,436       20,436
  Less current portion                           (20,436)     (20,436)
                                              __________   __________
  Long-term portion                           $        -   $        -
                                              __________   __________

   The Company verbally negotiated an extension of on the note originally due
   July 20, 2002. During the nine months ended December 31, 2002 and 2001 the
   Company recorded $1,753 and $7,920, respectively, for interest on notes
   payable.

NOTE 7 - LINE OF CREDIT

  In October 2001, the Company entered into an line of credit agreement with
  two principal shareholders. The shareholders agreed to provide a line of
  credit in the amount of $1,000,000. The balance on the line of credit
  accrues interest at a rate of 12% per annum. The line of credit is for
  working capital needs and is secured with the Company's assets. The line of
  credit expired on September 30, 2002. The Company issued warrants to
  purchase 250,000 shares of common stock at $.70 per share to the
  shareholders as an incentive for the line of credit agreement. The warrants
  have a five- year life and vested immediately. The warrants were valued at
  $97,896 and are being amortized over the life of the line of credit. At
  December 31, 2002, the balance owing on the line of credit was $230,216.

  The Company has verbally negotiated extension of terms on the line of
  credit. The verbal agreement changes the terms on the line of credit to a
  month to month basis.
                                9
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LEASES OBLIGATIONS

  Capital Lease - The following schedule details equipment purchased under
  capital leases as of:

                                                December 31,     March 31,
                                                    2002            2002
                                                 ___________     ___________
          Leased equipment                       $    21,341     $    21,341
          Less accumulated depreciation              (15,634)        (12,429)
                                                 ___________     ___________
                                                 $     5,707     $     8,912
                                                 ___________     ___________

  Depreciation expense on capital leases for the nine months ended December
  31, 2002 and 2001 amounted to $3,205 and $3,216, respectively.

  Total future minimum lease payments and current portion of capital lease
  obligations are as follows:

                    September 30,                    Principal Payments
                  ______________                      ______________
                       2003                                 $    2,520
                       2004                                      1,161
                       2005                                          -
                       2006                                          -
                       2007                                          -
                                                            __________
                                                                 3,681
     Less:  current portion                                      2,520
                                                            __________
     Capital lease obligations   long-term                  $    1,161
                                                            __________

  Operating Lease - The Company has entered into a building lease for its
  office. The lease on the facility expires on December 31, 2002, and was
  extended by mutual agreement for an additional three years. Lease expense
  for the nine months ended December 31, 2002 and 2001 amounted to $137,007
  and $131,589, respectively. The following is a schedule of minimum annual
  rental payments for the next five years.

                                                     Minimum Annual
              December 31,                            Rental Payments
               __________                             _____________
                  2003                             $         200,400
                  2004                                       208,200
                  2005                                       216,600
                  2006                                             -
                  2007                                             -
                                                       _____________
                                                   $         625,200
                                                       _____________
                                10
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LEASES OBLIGATIONS [Continued]

  Sublease - In August 2001, the Company verbally entered into a building
  sublease agreement with a legal consultant of the Company, wherein the
  consultant would share some of the Company's office space. The agreement is
  for $1,300 per month on a month-to-month basis. For the nine months ended
  December 31, 2002, the Company recorded $11,700 of legal expense and as an
  offset to rent expense.

NOTE 9 - COMMITMENTS AND CONTINGINCIES

  Consulting agreement - The Company entered into a spokesperson agreement
  with Tony and Alicia Gwynn on April 16, 2001.  Under the agreement Tony and
  Alicia Gwynn agreed to endorse the Company's products through personal
  appearances, video, television, and print ads for a period of two years.
  The agreement calls for payment of $28,000 in April 2001 and payments of
  $6,000 per month for twenty-four months for a total of $172,000 over the
  two-year period. The Company also issued options to purchase 100,000 shares
  of common stock exercisable at $.86 per share. The options vest immediately
  and are scheduled to be exercisable at 50,000 on April 15, 2002 and 50,000
  on April 15, 2003. The Company recorded the fair value of $77,634 for the
  options as marketing expense. The Company also issued options to purchase
  25,000 shares of common stock at $1.00 per share, to an attorney, which
  vest immediately and expire after a five-year period. The fair value of
  $22,570 has been recorded as legal expense.

  During the nine months ended December 31, 2002 and 2001, the Company
  expensed $54,000 and $182,204, respectively, related to this agreement.

  Contingencies - The Company is involved in litigation from time to time in
  the normal course of business.  Management believes there are no such
  claims, which would have a material effect on the financial position of the
  Company.

  Other agreements - The Company routinely enters into contracts and
  agreements with suppliers, manufacturers, consultants, product marketing,
  and sales representatives in the normal course of doing business. These
  agreements are generally short term and are normally limited to specific
  products and marketing opportunities.

NOTE 10 - CAPITAL STOCK

  Preferred Stock - The Company has authorized 5,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations and
  to be issued in such series as determined by the Board of Directors. No
  shares are issued and outstanding at December 31, 2002.

  Common Stock - The Company has authorized 50,000,000 shares of common stock
  at $.001 par value. At December 31, 2002, the Company had 8,550,000 shares
  of common stock issued and outstanding.
                                11
    <PAGE>
                      IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

  Stock Bonus Plan - During the year ended March 31, 2000, the board of
  directors of the Company adopted a stock bonus plan. The plan provides for
  the granting of awards of up to 724,500 shares of common stock to officers,
  directors, consultants and employees. Awards under the plan will be granted
  as determined by the board of directors. At present, 499,500 shares have
  been granted under the plan. During September 1999 an officer and majority
  shareholder returned and canceled 724,500 shares of common stock so that
  the common shares issued through the stock bonus plan will not further
  dilute the public shareholders of the Company.

  Warrants - At December 31, 2002, the Company had warrants outstanding to
  purchase a total of 4,178,750 shares of common stock at prices ranging from
  $.70 to $2.00 per share. The various types of warrants are explained in the
  following detail.

  The Company's Class A warrants have an exercise price of $1.00 per share of
  common stock. At December 31, 2002, 1,483,750 Class A warrants were
  outstanding.

  The Company's Class B warrants have an exercise price of $1.10 per share of
  common stock. During the nine months ended December 31, 2002, the Company
  granted warrants to purchase 600,000 shares of common stock to a consultant
  for services valued at $408,327. At December 31, 2002, 1,570,000 Class B
  warrants were outstanding.

  The Company's Class C warrants have an exercise price of $2.00 per share of
  common stock. At December 31, 2002, 750,000 Class C warrants were
  outstanding.

  The Company's Class D warrants have an exercise price of $1.75 per share of
  common stock. At December 31, 2002, 125,000 Class D warrants were
  outstanding.

  The Company's Class E warrants have an exercise price of $.70 per share of
  common stock.  At December 31, 2002, 250,000 Class E warrants were
  outstanding.

  The Class A, C and D warrants are redeemable at $.01 per warrant at the
  option of the Company if there is an effective registration of the
  securities and the closing bid or selling price of the Company's common
  stock for 10 consecutive trading days equal or exceeds $3.00 per share for
  Class A warrants and $6.00 per share for Class C and D warrants.  The Class
  A, C, and D Warrants expire September 30, 2005. The Class B warrants may be
  exercised from December 19, 2001 through December 19, 2005.  As of December
  31, 2002 none of the warrants had been exercised.
                                12
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

  Stock Option Plan - In October 2000, the Company adopted a Stock Option
  Plan which provides for the granting of stock options intended to qualify
  as "incentive stock option" and "nonqualified stock options" within the
  meaning of Section 422 of the United States Internal Revenue Code of 1986.
  Under the Plan, stock options may be issued to any officer, director, key
  employees, or consultants.

  A summary of the status of the options granted under the stock option plan
  and other agreements at December 31, 2002, are presented in the table
  below:

                  Options Outstanding                     Options Exercisable
      __________________________________________     _________________________
Range of             Weighted-Avg  Weighted-Avg                  Weighted-Avg
Exercise   Number    Remaining         Exercise        Number      Exercise
Prices  Outstanding Contractual Life    Price      Exercisable      Price
______________________________________________________________________________
$.86-1.00  350,000     3.25 years     $  .96        250,000     $    1.00
$    2.00  300,000     8.00 years     $ 2.00        128,335     $    2.00
           _______                                  _______
           650,000                                  378,335

  Stock Options - During the period presented in the accompanying financial
  statements, the Company has granted no options under the 2000 Stock Option
  Plan (the Plan), executive, and other agreements. The Company has adopted
  the disclosure-only provisions of Statement of Financial Accounting
  Standards No. 123. "Accounting for Stock-Based Compensation."  Accordingly,
  no compensation expense has been recognized for the stock option plan or
  other agreements.

NOTE 11 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109. SFAS No. 109 requires the Company
  to provide a net deferred tax asset or liability equal to the expected
  future tax benefit or expense of temporary reporting differences between
  book and tax accounting and any available operating loss or tax credit
  carryforwards. The Company has a federal net operating loss carryover of
  approximately $640,000 and a state net operating loss carryover of
  approximately $743,000 at December 31, 2002.

  At December 31, and March 31, 2002, the total of all deferred tax assets
  was approximately $295,000 and 139,000, respectively. The total of all
  deferred tax liabilities was $0 and $0, respectively. The amount of and
  ultimate realization of the benefits from the deferred tax assets for
  income tax purposes is dependent, in part, upon the tax laws in effect, the
  Company's future earnings, and other future events, the effects of which
  cannot be determined. Because of the uncertainty surrounding the
  realization of the loss carryforwards the Company has established a
  valuation allowance of approximately $295,000. The net change in the
  valuation allowance for the nine months ended December 31, 2002 was an
  increase of approximately $157,000.
                                13
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES [Continued]

   The temporary differences gave rise to the following deferred tax asset
(liability):

                                                             December 31,
                                                                2002
                                                              _________
       Excess of tax over financial
         accounting depreciation                              $   8,854
       Allowance for obsolete inventory                           9,959
       Allowance for bad debt                                    13,942
       Net operating loss carryover - state                      43,366
       Net operating loss carryover - federal                   217,482
       Contribution carryover                                     1,699

  The components of federal income tax expense from continuing operations
  consisted of the following for the nine months ended:

                                                             December 31,
                                                                2002
                                                              __________
       Current income tax expense:
             Federal                                          $        -
             State                                                     -
                                                              __________
       Net current tax expense                                $        -
                                                              __________

       Deferred tax expense (benefit) resulted from:
        Excess of tax over financial accounting
          depreciation                                        $   (5,359)
        Contribution carryover                                      (219)
        Net operating loss                                      (159,060)
        Valuation allowance                                      156,542
        Allowance for bad debts                                    8,096
                                                               _________
       Net deferred tax expense                                $       -
                                                               _________

  Deferred income tax expense results primarily from the reversal of temporary
  timing differences between tax and financial statement income.

  The reconciliation of income tax from continuing operations computed at the
  U.S. federal statutory tax rate to the Company's effective rate is as
  follows for the nine months ended:

                                                               December 31,
                                                                  2002
                                                                _________
       Computed tax at the expected
         federal statutory rate                                     34.00%
       State income taxes, net of federal benefit
    5.83
       Compensation due to options/warrants                        (22.09)
       Valuation allowance                                         (18.99)
       Other                                                         1.25
                                                                _________
       Effective income tax rates                                    0.00%
                                                                _________

                                14
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - EARNINGS (LOSS) PER SHARE

  The following data show the amounts used in computing earnings (loss) per
  share of common stock for the period presented:
                                         For the Three       For the Nine
                                          Months Ended       Months Ended
                                          December 31,       December 31,
                                     __________________   ___________________
                                     2002          2001   2002           2001
                                     __________________   ___________________
   Income (loss) available to common
     shareholders (Numerator)        $(19,539) $(13,235)  $(823,877) $ 98,967
                                     ________  ________   _________  ________
   Weighted average number of common
    shares outstanding used in
    earnings (loss) per share during
    the period (Denominator)        8,550,000 8,550,000   8,550,000 8,550,000
                                    _________ _________   _________ _________
   Weighted average number of common
    shares outstanding used in
    diluted earnings (loss)per share
    during the period (Denominator)     N/A   8,618,716       N/A   8,842,923
                                    _________ _________   _________ _________

  At December 31, 2002, the Company had options to purchase 650,000 shares of
  common stock at prices ranging from $.70 - $2.00 per share and warrants to
  purchase 4,178,750 shares of common stock at prices ranging from $1.10 -
  $2.00 per share that were not included in the computation of earnings
  (loss) per share because their effects are anti-dilutive.

  For the three months ended December 31, 2001, the Company had options to
  purchase 300,000 shares of common stock at $2.00 per share and warrants to
  purchase 1,845,000 shares of common stock at prices ranging from $1.10 -
  $2.00 per share that were not included in the computation of earnings per
  share because their effects are anti-dilutive.

NOTE 13 - RELATED PARTY TRANSACTIONS

  Sales - During the nine months ended December 31, 2002, a customer in which
  the President of the Company owns approximately 15%, accounted for
  approximately 9% of the Company's total sales.

  Notes payable - An officer of the Company has provided a loan to the
  Company, which has a principal balance of $20,436 and accrued interest of
  $1,753 at December 31, 2002. During the nine months ended December 31, 2002
  and 2001, the Company expensed $1,753 and $7,918, respectively in interest
  expenses related to the note payable.

  Line of credit - Two shareholders of the Company agreed to provide the
  Company with a $1,000,000 line of credit. The balance of the line of credit
  accrues interest at a rate of 12% per annum and expired in September 2002.
  At December 31, 2002, the line of credit had a balance of $230,216. During
  the nine months ended December 31, 2002 and 2001, the Company expensed
  $22,846 and $11,581, respectively in interest related to the line of
  credit. The Company also expensed $24,474 as interest expense related to
  warrants issued related to the line of credit agreement. [See Notes 5 and
  7]
                                15
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - CONCENTRATIONS

  Sales - During the nine months ended December 31, 2002, the Company had two
  significant customers which accounted for 46% and 10% of sales. The Company
  also has a single source and exclusive supplier arrangement with the
  supplier of a specific raw material, which is used as part of products
  which accounts for approximately 80% of the Company's sales. The
  interruption of raw materials or the loss of this significant customer
  would adversely affect the Company's business and financial condition.

  Accounts Receivable - At December 31, 2002, the Company had one customer
  which accounted for 54% of the Company's accounts receivable balances.
                                16
<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

Plan of Operation.
------------------

       We develop, formulate and market on a private label basis innovative,
natural-based nutritional supplements and skin care products.  Our products
are proprietary, often supported by scientific studies conducted at our
request and are offered primarily to network marketing companies and mass
market distributors that sell to the large retail chains as well as to the
retail chains themselves.  A key part of our marketing strategy is our ability
to provide our customers with what we refer to as a "turnkey" approach to
retail marketing of our products.  Our "turnkey" approach provides:

     *    Specific product formulations requested by our customers;
     *    Scientific studies to support claims made for our products;
     *    Assistance in obtaining foreign country regulatory approval
          for sale of our product;
     *    Marketing materials and marketing assistance to support
          product sales; and
     *    Manufacture of products with delivery directly to the
          customer.

     Following development of a new nutritional or skin care product, we:

     *    Conduct and complete any scientific studies necessary for
          regulatory compliance;
     *    Arrange for the manufacture of finished goods to our
          specifications on behalf of our customers; and
     *    Develop marketing tools and plans to promote product sales,
          including labels and graphic designs, promotional brochures,
          and providing speakers to promote our customers' products.

     Our three largest customers accounted for 35%, 13%, and 10% of our net
sales for the three months ended December 31, 2002.

     Our management and key personnel have many years of experience in
developing and selling nutritional products to network marketers as well as to
other direct marketers, distributors, health food stores and mass market
merchandisers.

Results of Operations.
----------------------

          Three months ended December 31, 2002 and December 31, 2001
          ------------------------------------------------------------

     Net sales for the three month period ending December 31, 2002, was
$813,875 or a decrease of 32%, compared to the same three month period ending
December 31, 2001.  The decrease was due to both an inventory adjustment
period and a temporary down cycle of product demand from our customers.  It is
noteworthy that orders have flowed back into our Company from the same
customers which adjusted their inventory position during these past two
quarters.  We experienced a decrease in the cost of goods sold, as a
percentage of net sales to 60% compared to 72%, for the three month period
ending December 31, 2001.  This decrease was in part due to the sales mix of
our proprietary products.

     Selling, general, and administrative expenses for the three month period
ending December 31, 2002, were $347,004 compared to $524,756 for the three
month period ending December 31, 2001.  The decrease was due to a combination
of factors, the primary factor being lower costs associated with scientific
studies.

Liquidity.
----------

     Our net working capital position as of December 31, 2002, was $782,163,
compared to $1,415,169 for the period ending December 31, 2001.

     We still relied upon a limited number of clients that comprise the
majority of our sales.  The loss of any of our top clients could have a
material adverse impact on the operations and financial condition of our
Company.

Item 3.   Controls and Procedures.
          ------------------------

         (a)  Evaluation of Disclosure Controls and Procedures

         Our President and Secretary/Treasurer have evaluated our Company's
disclosure controls and procedures as of February 18, 2003, and they concluded
that these controls and procedures are effective.

         (b)  Changes in Internal Controls

         There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to February
18, 2003.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
          ------------------

          None; not applicable.

Item 2.   Changes in Securities.
          ----------------------

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.
          --------------------------------

          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          ----------------------------------------------------

          None; not applicable.

Item 5.   Other Information.
          ------------------

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------

          (a)  Exhibits.

               None.

          (b)  Reports on Form 8-K.

               8-K Current Report dated October 24, 2000, filed April 5, 2002.


                               SIGNATURES

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

                                     IMAGENETIX, INC.


Date: 2/18/03                        By/s/William P. Spencer
      --------------                 -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 2/18/03                        By/s/Debra L. Spencer
      --------------                 -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director
<PAGE>

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

     I, William P. Spencer, CEO and President of Imagenetix, Inc. (the
"Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant (the "Quarterly Report");

     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 we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          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 function);

     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 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.

Dated:  February 18, 2003            Signature:/s/William P. Spencer
                                     William P. Spencer
                                     President and CEO
<PAGE>
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Debra L. Spencer, Secretary/Treasurer of Imagenetix, Inc. (the
"Registrant"), certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of the
Registrant (the "Quarterly Report");

     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 we
have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          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 function);

     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 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.

Dated:  February 18, 2003            Signature:/s/Debra L. Spencer
                                     Debra L. Spencer
                                     Secretary/Treasurer

<PAGE>


                      CERTIFICATION PURSUANT TO
                       18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO
            SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly report of Imagenetix, Inc. (the
"Registrant") on Form 10-QSB for the period ending December 31, 2002, as filed
with the Securities and Exchange Commission on the date hereof (the "
Quarterly Report"), We, William P. Spencer, CEO, President and director and
Debra L. Spencer, Secretary/Treasurer and director of the Registrant, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1) The Quarterly Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Quarterly Report fairly presents,
in all material respects, the financial condition and result of operations of
the Registrant.

/s/William P. Spencer
CEO
President
director
2/18/03


/s/Debra L. Spencer
Secretary
Treasurer
director
2/18/03
<PAGE>