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


                                FORM 10-QSB/A-2


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

     For the quarterly period ended June 30, 2001

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

     For the transition period from _________________ to __________________


                       Commission File No. 33-24138-D


                              IMAGENETIX, INC.
                          -----------------------
              (Name of Small Business Issuer 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


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

(1)  Yes  X    No                  (2)  Yes   X     No
         ---      ---                        ---      ---

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

                          N/A

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                               June 30, 2001

                    Common Voting Stock - 8,550,000 shares


                      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
                 (FORMERLY CAPITAL GROWTH, INC.)

           UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                          JUNE 30, 2001
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)




                             CONTENTS

                                                               PAGE

        Unaudited Condensed Consolidated Balance Sheets,
           June 30, 2001 and March 31, 2001                           1

        Unaudited Condensed Consolidated Statements of
           Operations, for the three months ended June 30, 2001
            and 2000                                                  2

        Unaudited Condensed Consolidated Statements of
           Cash Flows for the three months ended June 30, 2001
           and 2000                                               3 - 4

        Notes to Unaudited Condensed Consolidated
           Financial Statements                                  5 - 16
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)
<CAPTION>
         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                              ASSETS
                                              June 30,       March 31,
                                                2001           2001
                                             ____________   ____________
<S>                                           <C>          <C>
CURRENT ASSETS:
  Cash in bank                               $     54,878   $    489,041
  Account receivable, net                         993,237        475,988
  Employee receivable                              25,108         37,388
  Inventory                                     1,009,225        632,741
  Prepaid expenses                                 44,578         44,430
  Deferred tax asset                                    -          1,193
                                             ____________   ____________
        Total Current Assets                    2,127,026      1,680,781

PROPERTY AND EQUIPMENT, net                       121,397        122,161

OTHER ASSETS                                       63,433         63,536
                                             ____________   ____________
                                             $  2,311,856   $  1,866,478
                                             ____________   ____________

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                           $    640,586   $    278,693
  Accrued liabilities                               9,000         13,177
  Customer Deposits                                27,385         31,870
  Income tax payable                               22,130         22,130
  Notes payable   related party                   106,174        133,570
  Current portion of capital leases                 5,471          6,299
                                             ____________   ____________
        Total Current Liabilities                 810,746        485,739

CAPITAL LEASE LIABILITIES:
  Capital lease liabilities, less current
   portion                                          4,815          5,719

DEFERRED TAX LIABILITY                                  -          1,193
                                             ____________   ____________
        Total Liabilities                         815,561        492,651
                                             ____________   ____________
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                1,658,557      1,658,557
  Retained earnings                              (170,812)      (293,280)
                                             ____________   ____________
        Total Stockholders' Equity              1,496,295      1,373,827
                                             ____________   ____________
                                             $  2,311,856   $  1,866,478
                                             ____________   ____________
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements

Note:  The balance sheet as of March 31, 2001 was taken from the
audited financial statements at that date and condensed
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)
<CAPTION>

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                    For the Three
                                                    Months Ended
                                                      June 30,
                                            __________________________
                                                  2001         2000
                                            ____________   ___________
<S>                                         <C>             <C>
NET SALES                                    $ 1,064,394   $ 1,506,066

COST OF GOODS SOLD                               752,124     1,136,678
                                            ____________   ___________
GROSS PROFIT                                     312,270       369,388

EXPENSES:
  General and administrative                     188,444       250,350
                                            ____________   ___________
OPERATING INCOME                                 123,826       119,038
                                            ____________   ___________
OTHER INCOME (EXPENSE):
  Interest income                                  1,972           193
  Interest (expense)                              (3,330)      (20,934)
                                            ____________   ___________
        Total Other Income (Expense)              (1,358)      (20,741)
                                            ____________   ___________
INCOME BEFORE INCOME TAXES                       122,468        98,297

CURRENT TAX EXPENSE                                    -        32,353

DEFERRED TAX EXPENSE (BENEFIT)                         -        (4,063)
                                            ____________   ___________
NET INCOME                                  $    122,468   $    70,007
                                            ____________   ___________
BASIC EARNINGS PER COMMON SHARE             $        .01   $       .01
                                            ____________   ___________
DILUTED EARNINGS (LOSS) PER COMMON SHARE    $        .01   $        NA
                                            ------------   -----------
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statement.
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         Increase (decrease) in Cash and Cash Equivalents
<CAPTION>

                                                      For the Three
                                                      Months Ended
                                                        June 30,
                                              ______________________________
                                                      2001        2000
                                              _______________  _____________
<S>                                          <C>               <C>
Cash Flows from Operating Activities:
  Net income                                  $      122,468   $      70,007
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation & amortization expense                5,859           2,957
    Deferred taxes                                         -          (4,063)
    Changes in assets and liabilities:
      (Increase) decrease in account receivable     (517,249)        186,315
      (Increase) decrease in inventory              (376,484)        143,075
      (Increase) decrease in receivable   employee    12,280         (15,193)
      (Increase) decrease in prepaid expense            (148)         53,065
      (Increase) in other assets                           -         (53,066)
      Increase (decrease) in accounts payable        361,893        (107,857)
      (Decrease) in accrued liabilities               (4,177)        (11,643)
      (Decrease) in customer deposits                 (4,485)              -
      (Decrease) in interest payable                       -          (1,755)
      Increase in income tax payable                       -          32,353
                                              ______________   _____________
        Net Cash Provided by Operating
        Activities                                  (400,043)        294,195
                                              ______________   _____________
Cash Flows from Investing Activities:
  Acquisition of office equipment                     (4,992)         (3,918)
  Payments for leasehold improvement                       -         (36,445)
                                              ______________   _____________
        Net Cash (Used) by Investing Activities       (4,992)        (40,363)
                                              ______________   _____________
Cash Flows from Financing Activities:
  Proceeds from notes payable   related party              -          50,000
  Payments on notes payable   related party          (27,396)        (80,000)
  Payments on capital leases                          (1,732)         (1,413)
                                              ______________   _____________
        Net Cash (Used) by Financing Activities      (29,128)        (31,413)
                                              ______________   _____________
Net Increase (Decrease) in Cash                     (434,163)        222,419

Cash at Beginning of Period                          489,041         117,945
                                              ______________   _____________
Cash at End of Period                         $       54,878   $     340,364
                                              ______________   _____________
</TABLE>
[Continued]
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         Increase (Decrease) in Cash and Cash Equivalents

                           [Continued]


                                                      For the Three
                                                      Months Ended
                                                        June 30,
                                              _____________________________
                                                    2001        2000
                                              ______________ ______________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                  $        3,330 $       24,103
    Income taxes                              $            - $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the Period Ended June 30, 2001
     None

  For the Period Ended June 30, 2000
     None

The accompanying notes are an integral part of these unaudited
condensed consolidated financial statement.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The accompanying consolidated financial statements represent
  the accounts of Imagenetix, Inc. (formerly Capital Growth, Inc.) ["Parent"]
  organized under the laws of the State of Nevada on March 28, 1998; and its
  subsidiary Imagenetix, Inc ["Subsidiary"] organized under the laws of the
  state of Colorado on July 26, 1996 (formerly Internet International
  Business Management, Inc.) 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.

  During October 2000, the Subsidiary entered into a definitive merger
  agreement and plan of reorganization with Parent. In connection with the
  agreement shareholders of the Subsidiary contributed and cancelled 425,000
  shares of common stock. The Subsidiary issued 100,000 shares of common
  stock for legal fees. The agreement required the Subsidiary shareholders to
  exchange 6,550,000 shares of common stock for a like number of common
  shares of the Parent and the Parent's shareholders to cancel 22,500,018 of
  the 24,500,018 shares of common stock outstanding. The Parent also
  cancelled 5,731,250 of the 6,125,000 outstanding warrants. These
  transactions were 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 organization, the parent changed
  its name to Imagenetix, Inc.  The only asset or liability of Parent which
  remained on the consolidated balances of the Company after the reverse
  acquisition was an $11,000 note payable to a related party.

  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 [See Note 7.].

  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.

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

  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.

  Trademarks   Costs of purchasing trademarks are amortized on a straight-
  line basis over 17 years.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

  Impairment of Long-Lived and Certain Intangible Assets   The Company has
  adopted the Statement of Financial Accounting Standards "SFAS" No. 121 for
  purposes of determining and measuring impairment of long-lived and certain
  intangible assets to be held and used in the business. The Company deems an
  asset to be impaired if a forecast of undiscounted future operating cash
  flows directly related to the asset, including disposal value if any, is
  less than the carrying amount.

  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 ["SFAS"] No. 128, "Earnings (Loss) Per Share" [See Note 9].

  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
  June 30, 2001.

  Advertising Costs   Costs incurred in connection with advertising and
  promotion of the Company's products are expensed as incurred.  Such costs
  amounted to approximately $0 and$4,000 for the three months ended June 30,
  2001 and 2000.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles 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.

  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.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently Enacted Accounting Standards   Statement of Financial Accounting
  Standards (SFAS) No. 136, "Transfers of Assets to a not for profit
  organization or charitable trust that raises or holds contributions for
  others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
  Activities   deferral of the effective date of FASB Statement No. 133 (an
  amendment of FASB Statement No. 133)", SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities   and Amendment of
  SFAS No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to
  SFAS No. 63, 89 and 21", and SFAS No. 140, "Accounting to Transfer and
  Servicing of Financial Assets and Extinguishment of Liabilities", were
  recently issued.  SFAS No. 136, 137, 138, 139 and 140 have no current
  applicability to the Company or their effect on the financial statements
  would not have been significant.

  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 June 30, 2001 and 2000 and for the three months then ended have
  been made.

  Certain information and footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted accounting
  principles have been condensed or omitted.  It is suggested that these
  condensed financial statements be read in conjunction with the financial
  statement and notes thereto included in the Company's March 31, 2001
  audited financial statements.  The results of operations for the periods
  ended June 30, 2001 and 2000 are not necessarily indicative of the
  operating results for the full year.

NOTE 2   INVENTORY

  Inventory is carried at the lower of cost or market value.

  Inventory consists of the following:
                                                  June 30,   March 31,
                                                    2001       2001
                                                ___________  ___________
          Finished goods                        $   992,573  $   604,380
          Boxes, labels, & bottles                   41,652       53,361
          Reserve for obsolete inventory            (25,000)     (25,000)
                                                ___________  ___________
                  Total Inventory               $ 1,009,225  $   632,741
                                                ___________  ___________

<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - PROPERTY AND EQUIPMENT

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

                                                       June 30,  March 31,
                                                         2001        2001
                                                     __________  __________
       Lease-hold improvements                       $  105,142  $  105,142
       Office equipment                                  27,699      22,707
       Leased equipment                                  21,341      21,341
       Less accumulated depreciation                    (32,785)    (27,029)
                                                     __________  __________
                                                     $  121,397  $  122,161
                                                     __________  __________

  Depreciation expense for the periods ended June 30, 2001 and 2000 was
  $5,756 and $2,904.

NOTE 4   INTANGIBILIES

                                                   June 30,  March 31,
                                                     2001        2001
                                                __________  __________
       Trademarks                               $    7,266  $    7,266
       Globestar                                     3,675       3,675
                                                __________  __________
                                                    10,941      10,941
       Less Amortization                              (573)       (470)
                                                __________  __________
                                                $   10,368  $   10,471
                                                __________  __________

  For the three months ended June 30, 2001 and 2000 amortization expense was
  $103 and $54.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5   NOTES PAYABLE   RELATED PARTY

  The following is a summary of notes payable to related parties, as of June
  30, 2001:

     10% unsecured demand note to an
      officer/shareholder, due July 20, 2001                   106,174
                                                            __________
                                                               106,174
                              Less current portion            (106,174)
                                                            __________
                              Long-term portion    $                 -
                                                            __________

  During the three months ended June 30, 2001, the Company negotiated to
  combine the balances of three notes, which were in default, into one note.
  The Company paid $27,396 of the principal balance on the note payable to
  related party. During the three months ended June 30, 2001 and 2000
  the Company recorded $3,330 and $18,744 in interest on notes payable.

NOTE 6   COMMITMENTS AND CONTINGENCIES

  Capital Lease   The following schedule details equipment purchased under
  capital leases as of June 30, 2001:

                                            June 30, 2001
                                            ______________
          Lease equipment           $               21,341
          Less accumulated depreciation             (9,225)
                                            ______________
                                    $               12,116
                                            ______________

  Depreciation expense on capital leases for the three months ended June 30,
  2001 and 2000 amounted to $1,064 and $1,474.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   COMMITMENTS AND CONTINGINCIES [Continued]

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

                     June 30,                          Lease Payments
                  ______________                      ______________
                       2002                       $              6,595
                       2003                                      2,904
                       2004                                      2,643
                       2005                                          -
                       2006                                          -
                                                            __________
     Total future minimum lease payments          $             12,142
     Less:  amounts representing interest                       (1,856)
                                                            __________
     Present value of the future minimum lease payments         10,286
     Less:  current portion                                     (5,471)
                                                            __________
     Capital lease obligations   long-term        $              4,815
                                                            __________

  Operating Lease   The Company has entered into a building lease for its
  office.  The lease on the facility expires on December 31, 2002, and may be
  extended by mutual agreement on a year-to-year basis.  Lease expense for
  the three months ended June 30, 2001 and 2000 amounted to $41,844 and
  $42,902.  The following is a schedule of minimum annual rental payments for
  the next five years.

                                                     Minimum Annual
                June 30,                              Rental Payments
               __________                             _____________
                  2002                             $         167,375
                  2003                                        83,688
                  2004                                             -
                  2005                                             -
                  2006                                             -
                                                       _____________
                                                   $         251,063
                                                      _______________


  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 agree 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
  50,000 at April 15, 2002 and 50,000 on April 15, 2003.  The Company issued
  the options at the published market value of the Company's common stock and
  accordingly, did not recognize any additional expenses associated with the
  granting of stock options.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   COMMITMENTS AND CONTINGINCIES [Continued]

  Consulting Agreement - [Continued] During the three months ended June 30,
  2001, the Company has expensed $34,000 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.

  On or about April 6, 2000, the Company was named in a cross-complaint, in
  response to a suit filed by the President of the Company against his
  former employer.  The cross-complaint does not specifically demand any
  amounts in which the Company owes, therefore the exposure to the Company
  is undeterminable.  Management believes the cross complaint is without
  merit and intends to vigorously defend the Company's interest in this
  matter.

NOTE 7   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 June 30, 2001.

  Common Stock   The Company has authorized 50,000,000 shares of common stock
  at $.001 par value.  At June 30, 2001, the Company had 8,550,000 shares of
  common stock authorized and issued.

  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 June 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   The Company had warrants outstanding prior to the reverse
  acquisition. These warrants retained their characteristics as part of the
  acquisition agreement.  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 June 30, 2001, 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. At June 30, 2001, 950,0000 Class B warrants were outstanding.

  The Company's Class C warrants have an exercise price of $2.00 per share of
  common stock. At June 30, 2001, 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 June 30, 2001, 100,000 Class D warrants were outstanding.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7   CAPITAL STOCK [Continued]

  The Company's Class AA warrants have an exercise price of $2.25 per share
  of common stock. During the three months ended June 30, 2001, the Company
  issued Class AA warrants to purchase 25,000 shares of common stock at $2.25
  per share.

  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 June
  30, 2001 none of the warrants had been exercised.

  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.

  In April 2001, the Company issued options to purchase 100,000 shares of
  common stock at $.86 per share to a consulting agreement (see Note 6).  The
  Company also issued options to purchase 25,000 shares of common stock at
  $1.00 per share to a consultant for services related to the previously
  mentioned consulting agreement.

  A summary of the status of the options granted under the 2000 stock option
  plan and other agreements at June 30, 2001, and changes during the three
  months and period then ended are presented in the table below:

                                                           2001
                                               ___________________________
                                                          Weighted Average
                                               Shares       Exercise Price
                                               ____________   ____________
          Outstanding at beginning of period        525,000      $    1.57
          Granted                                   125,000            .89
          Exercised                                       -              -
          Forfeited                                       -              -
          Expired                                         -              -
                                               ____________   ____________
          Outstanding at end of period              650,000          $1.44
                                               ____________   ____________
          Exercisable at end of period              353,335          $1.29
                                               ____________   ____________
                     Weighted average fair value of
          options granted                           125,000       $    .06
                                               ____________   ____________

<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7   CAPITAL STOCK [Continued]

                  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     4.75 years     $  .96         250,000     $    1.00
$    2.00  300,000     9.25 years     $ 2.00         103,335     $    2.00

  Stock Options   During the period presented in the accompanying financial
  statements, the Company has granted 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 cost has been recognized for the stock option plan or other
  agreements.  Had compensation cost for the Company's stock option plan and
  other options issued to employees been determined on the fair value at the
  grant date during the period ended June 30, 2001 consistent with the
  provisions of SFAS No. 123, the Company's net earnings and earnings per
  share would have been reduced as reflected in the proforma amounts below:

                                                  For the Three
                                                   Months Ended
                                                     June 30,
                                           __________________________
                                                 2001        2000
                                           ____________  ____________
      Net Loss applicable to
      common stockholders     As reported  $    122,468  $     70,007
                              Proforma     $    114,906  $        N/A

      Earnings per Share      As reported  $        .01  $        .01
                              Proforma     $        .01  $        N/A

NOTE 8 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards (SFAS) No. 109.  SFAS 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 net operating loss carryover at
  June 30, 2001 of approximately $65,000 which may be applied against future
  taxable income and which expire in various years through 2021.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES [Continued]

  At June 30, and March 31, 2001, the total of all deferred tax assets were
  $60,085 and $110,085, respectively.  The total of all deferred tax
  liabilities were $0 and $1,193, 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
  $60,085.  The net change in the valuation allowance for the three months
  ended June 30, 2001 was a decrease of $49,006.

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

                                                              June 30,
                                                                2001
                                                             _________
       Excess of tax over financial
         accounting depreciation                                 $175
       Allowance for obsolete inventory                         9,959
       Allowance for bad debt                                  17,926
       Net operating loss carryover - state                     9,880
       Net operating loss carryover   federal                  22,145


  The components of federal income tax expense from continuing operating
  consisted of the following:

                                                            Period Ended
                                                               June 30,
                                                               2001
                                                            __________
       Current income tax expense:
             Federal                                        $        -
             State                                                   -
                                                            __________
       Net current tax expense                              $        -
                                                            __________

       Deferred tax expense (benefit) resulted from:
       Excess of tax over financial accounting
         depreciation                                       $   (1,368)
       Contribution carryover                                      518
       Net operating loss                                       49,856
       Valuation allowance                                     (49,006)
                                                            __________
       Net deferred tax expense                             $        -
                                                            __________

 Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES [Continued]

 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:

                                                             Period Ended
                                                                June 30,
                                                                  2001
                                                               _________
       Computed tax at the expected
         federal statutory rate                                   34.00%
       State income taxes, net of federal benefit                  5.83
       Valuation allowance                                       (40.01)
       Other                                                        .18
                                                              _________
       Effective income tax rates                                  0.00%
                                                              _________

NOTE 9   EARNINGS (LOSS) PER SHARE

  The following data show the amounts used in computing earnings (loss) per
  share and the effect on income and the weighted average number of shares of
  dilutive potential common stock for the period presented:

                                                   For the Three
                                                     Months Ended
                                                      June 30,
                                            _____________________________
                                                   2001         2000
                                            _______________   ___________
   Income (loss) from continuing operations
    available to common shareholders
    (Numerator)                             $       122,468   $    70,007
                                            _______________   ___________
   Weighted average number of common
     shares outstanding used in loss per
     share during the period (Denominator)        8,550,000     5,175,000
                                            _______________   ___________
   Weighted average number of common
     shares outstanding used in diluted
      loss per share during the period
      (Denominator)                               9,066,003           N/A
                                            _______________   ___________

  At June 30, 2001, the Company had options to purchase 300,000 shares of
  common stock at $2.00 per share and warrants to purchase 850,000 shares of
  common stock at prices ranging from $1.75 - $2.00 per share that were not
  included in the computation of earnings per share because their effects are
  anti-dilutive.

  At June 30, 2000, the Company had no outstanding options or warrants to
  purchase common stock.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY
                 (Formerly Capital Growth, Inc.)

       NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   CONCENTRATION OF CREDIT RISK

  Sales-During the three months ended June 30, 2001, the Company had four
  major customers who accounted for 45%, 17%, 13%, and 12% of sales.  The
  Company's President owns 15% of a customer who accounted for approximately
  12% of the Company's total sales.  The Company has a single source and
  exclusive supplier arrangement with the supplier of a specific raw material,
  which is used in product accounting for approximately 75% of the Company's
  sales.  The interruption of raw materials or the loss of one of these major
  customers would adversely affect the Company's business and financial
  condition.

  Accounts Receivable-At June 30, 2001, the Company had four customers
  which accounted for 50%, 14%, 13%, and 10% of the Company's accounts
  receivables-trade balance.

NOTE 11 - 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.

  On or about April 6, 2000, the Company was named in a cross-complaint, in
  response to a suit filed by the President of the Company against his former
  employer.  The cross-complaint does not specifically demand any amounts in
  which the Company owes, therefore the exposure to the Company is
  undeterminable.  Management believes the cross complaint is without merit
  and intends to vigorously defend the Company's interest in this matter.

NOTE 12   ACCOUNTS RECEIVABLE

  Accounts receivable is carried at the expected realizable value. At June
  30, 2001 accounts receivable consisted of the following:

          Accounts receivable - trade         $         961,694
          Allowance for doubtful accounts               (45,000)
          Insurance refund receivable                    76,543
                                                     __________
                  Accounts receivable, net    $         993,237
                                                     __________
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

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

          The Company is an innovator of scientifically tested, natural-based,
proprietary bioceutical products developed to address specific health issues
on a global basis.  Imagenetix's focus is to market to domestic and
international network marketing companies.  As Imagenetix continues to grow,
the Company plans to continue to expand with new product offerings and into
new distribution channels.  The Company will be able to provide products to
its clients in various forms of delivery, including soft gels, hard shell
capsules, tablets, creams, liquids and other forms as well.

          During the three months ended June 30, 2001, the Company had four
significant customers who had 45%, 17%, 13% and 12% of sales.  The Company's
fourth largest customer, 12% of sales, is related to the Company's President
who owns 15% of the outstanding shares of the customer.

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

          Three months ended June 30, 2001 and June 30, 2000
          --------------------------------------------------

          Net sales for the three month period ending June 30, 2001, were
$1.06 million, a decrease of $.44 million or 29%, compared to the same three
month period ending June 30, 2000.  The decrease was due to a one time product
launch into the mass market from a new client which took place during the
three month period ending June 30, 2000.  The Company experienced a decrease
in the cost of goods sold, as a percentage of net sales to 71% compared to
75%, for the three month period ending June 30, 2001 .  This increase in
gross margins was primarily due to the sales mix.  Selling, general, and
administrative expenses decreased by $.062 million due to a combination of
reduction in foreign product registration expenses, and a reduction in
expenses associated with scientific studies.  The Company also received tax
benefits from prior period losses.

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

          At June 30, 2000, the Company had working capital of $1.3 million,
compared to working capital at March 31, 2001, of $1.2 million.  Cash,
Accounts Receivable, and Inventory increased by $460,000 compared to the
fiscal year ending period at March 31, 2001.

                        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 March 9, 2001.


                               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: 1/11/02                        By/s/William P. Spencer
      --------------                 -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 1/11/02                        By/s/Debra L. Spencer
      --------------                 -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director