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, 2004

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

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

                       Commission File No. 033-24138-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 X  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, 2004

                  Common Voting Stock - 8,722,152 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, 2004
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY





                             CONTENTS

                                                                 PAGE

     Unaudited Condensed Consolidated Balance Sheets,
     December 31, 2004 and March 31, 2004                          1

     Unaudited Condensed Consolidated Statements of
     Operations, for the three and nine months ended
     December 31, 2004 and 2003                                    2

     Unaudited Condensed Consolidated Statements of
     Cash Flows for the nine months ended December 31, 2004
     and 2003                                                  3 - 4

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

         UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                              ASSETS

                                                 December 31,     March 31,
                                                    2004            2004
                                                 ____________   ____________
     CURRENT ASSETS:
          Cash in bank                           $    774,983   $    454,377
          Account receivable, net                   1,089,868        803,832
          Inventory, net                            1,166,075        986,052
          Prepaid expenses                            132,200          5,000
          Deferred tax asset, current                 135,406              -
                                                 ____________   ____________
                  Total Current Assets              3,298,532      2,249,261

     PROPERTY AND EQUIPMENT, net                       46,047         64,639

     OTHER ASSETS                                     117,763         90,838
                                                 ____________   ____________
                                                 $  3,462,342      2,404,738
                                                 ____________   ____________


                           (Continued)
<PAGE>
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
        Accounts payable                       $     446,837   $    356,393
        Accrued liabilities                            8,953         40,440
        Customer deposits                             42,483         89,092
        Income tax payable                           449,886        104,129
        Line of credit - related party               225,000        225,000
                                                ____________   ____________
                Total Current Liabilities          1,173,159        815,054

        Deferred tax liabilities                       1,776              -
                                                ____________   ____________
                Total Liabilities                  1,174,935        815,054
                                                ____________   ____________
     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, 8,722,152 shares
       issued and outstanding                          8,722          8,722
     Capital in excess of par value                2,440,720      2,440,720
     Retained (deficit)                             (162,035)      (859,758)
                                                ____________   ____________
                Total Stockholders' Equity         2,287,407      1,589,684
                                                ____________   ____________
                                                $  3,462,342      2,404,738
                                                ____________   ____________


 The accompanying notes are an integral part of these unaudited
           condensed consolidated financial statements

Note:  The balance sheet as of March 31, 2004 was taken from the
     audited financial statements at that date and condensed
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                  For the Three            For the Nine
                                   Months Ended            Months Ended
                                   December 31,            December 31,
                                 _______________          _______________
                                 2004       2003          2004       2003
                             ___________  ___________ ___________ ___________
NET SALES                    $ 2,739,743  $ 1,066,399 $ 4,960,052 $ 2,923,065

COST OF GOODS SOLD             1,602,427      586,177   2,785,822   1,584,377
                             ___________  ___________ ___________ ___________
GROSS PROFIT                   1,137,316      480,222   2,174,230   1,338,688

EXPENSES:
   General and administrative    301,788      157,093     649,110     523,721
   Payroll expense               147,895      119,779     351,494     340,680
   Professional fees              88,917       50,042     242,537     204,716
                             ___________  ___________ ___________ ___________
         Total Expenses          538,600      326,914   1,243,141   1,069,117
                             ___________  ___________ ___________ ___________
OPERATING INCOME (LOSS)          598,716      153,308     931,089     269,571
                             ___________  ___________ ___________ ___________
OTHER INCOME (EXPENSE):
   Interest income                     1            1           3           3
   Interest (expense)             (7,284)      (4,729)    (21,241)    (19,597)
                             ___________  ___________ ___________ ___________
         Total Other Income
         (Expense)                (7,283)      (4,728)    (21,238)    (19,594)
                             ___________  ___________ ___________ ___________
INCOME (LOSS) BEFORE INCOME
TAXES                            591,433      145,580     909,851     249,977

CURRENT TAX EXPENSE (BENEFIT)    254,822       13,531     345,758      24,775

DEFERRED TAX EXPENSE (BENEFIT)   (10,239)           -    (133,630)          -
                             ___________  ___________ ___________ ___________
NET INCOME (LOSS)            $   346,850  $   135,049 $   697,723 $   225,202
                             ___________  ___________ ___________ ___________

BASIC EARNINGS (LOSS) PER
    COMMON SHARE             $       .04  $       .02 $       .08 $       .03
                             ___________  ___________ ___________ ___________

DILUTED EARNINGS (LOSS) PER
    COMMON SHARE             $       .04  $       .01 $       .07 $       .02
                             ___________  ___________ ___________ ___________

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

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         Increase (decrease) in Cash and Cash Equivalents

                                                      For the Nine
                                                      Months Ended
                                                      December 31,
                                              _____________________________
                                                 2004               2003
                                              ______________ ______________
Cash Flows from Operating Activities:
    Net income (loss)                         $      697,723 $      225,202
    Adjustments to reconcile net loss to
      net cash used by operating activities:
       Depreciation & amortization expense            28,928         24,202
       Change in inventory allowance                  20,303         45,000
       Change in deferred assets/liability          (133,630)             -
       Change in receivable allowance                 47,764        (26,053)
       Changes in assets and liabilities:
         (Increase) in account receivable           (333,800)        (9,767)
         (Increase) decrease in inventory           (200,327)      (400,228)
         (Increase) in receivable-employee             5,000          5,000
         (Increase) decrease in other assets               -         (5,000)
         (Increase) decrease prepaid expenses        (94,700)             -
         (Decrease) increase in accounts payable      90,444        (26,313)
         Increase in accrued liabilities             (31,487)        (2,501)
         Increase in customer deposits               (46,609)        (2,538)
         Increase (decrease) in income tax payable   345,757         24,775
                                              ______________  _____________
             Net Cash (Used) by Operating
             Activities                              395,366       (148,221)
                                              ______________  _____________
Cash Flows from Investing Activities:
   Purchase of other assets                          (74,760)       (21,195)
                                              ______________  _____________
             Net Cash (Used) by Investing
             Activities                              (74,760)       (21,195)
                                              ______________  _____________
Cash Flows from Financing Activities:
   Payments on notes payable - related party               -        (20,610)
   Payments on capital leases                              -         (1,934)
   Proceeds from line of credit                            -          5,149
   Proceeds from exercise of warrants                      -        167,131
                                              ______________  _____________
             Net Cash Provided by Financing
             Activities                                    -        149,746
                                              ______________  _____________
Net (Decrease) in Cash                               320,606        (19,670)

Cash at Beginning of Period                          454,377        263,930
                                              ______________  _____________
Cash at End of Period                         $      774,983  $     244,260
                                              ______________  _____________

                           [Continued]
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         Increase (Decrease) in Cash and Cash Equivalents

                           [Continued]

                                                       For the Nine
                                                       Months Ended
                                                       December 31,
                                              _____________________________
                                                  2004              2003
                                              ______________ ______________

Supplemental Disclosures of Cash Flow Information:

     Cash paid during the period for:
       Interest                               $       20,250 $       15,859
       Income taxes                           $            - $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the Period Ended December 31, 2004

             None

     For the Period Ended December 31, 2003

             None



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

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The accompanying unaudited condensed 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. 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.

  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.

  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.

  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, 2004 and 2003 and for the period
  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, 2004 audited financial statements.  The results of
  operations for the periods ended December 31, 2004 and 2003 are not
  necessarily indicative of the operating results for the full year.

  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.

  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 various times
  throughout the year, the Company has exceeded federally insured limits. At
  December 31, 2004, the Company had $674,983 in cash balances in excess of
  federally insured limits.

  Accounts receivable   Accounts receivable are carried at the expected net
  realizable value. The allowance for doubtful accounts is based on
  management's assessment of the collectibility 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. Cost is
  determined by the first-in first-out method.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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 1/2 years.

  Stock Based Compensation   The Company accounts for its stock based
  compensation in accordance with Statement of Financial Accounting Standard
  ("SFAS") 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.

  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, 2004.

  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.

  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."

  Reclassification - The financial statements for periods prior to December
  31, 2004 have been reclassified to conform to the headings and
  classifications used in the December 31, 2004 financial statements.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently Enacted Accounting Standards - Statement of Financial Accounting
  Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
  Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
  Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No.
  153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No.
  29", and SFAS No. 123 (revised 2004), "Share-Based Payment", were recently
  issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
  applicability to the Company or their effect on the financial statements
  would not have been significant.

  NOTE 2   ACCOUNTS RECEIVABLE

  Accounts receivable are carried at the expected realizable value. Accounts
  receivable consisted of the following:
                                                       December 31,
                                                           2004
                                                       ___________
              Accounts receivable - trade              $ 1,276,377
              Allowance for doubtful accounts             (186,509)
                                                       ___________
              Accounts receivable, net                 $ 1,089,868
                                                       ___________

  The Company has pledged its accounts receivable as collateral against a
  line of credit. [See Note 6]


NOTE 3   INVENTORY

     Inventory consists of the following at:
                                                       December 31,
                                                           2004
                                                       ___________
              Raw Materials                            $ 1,052,054
              Finished product                              27,440
              Boxes, labels, tubes, & bottles              216,146
              Reserve for obsolete inventory              (129,564)
                                                       ___________
              Total Inventory                          $ 1,166,076
                                                       ___________

     The Company has pledged its inventory as collateral against a line of
     credit. [See Note 6]
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT

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

                                                          December 31,
                                                              2004
                                                           __________
                  Lease-hold improvements                  $  110,597
                  Office equipment                             45,807
                  Leased equipment                             21,341
                  Less accumulated depreciation              (131,698)
                                                           __________
                                                           $   46,047
                                                           __________

  Depreciation expense for the nine months ended December 31, 2004 and 2003
  was $18,592 and $22,399, respectively.

  The Company has pledged its property and equipment as collateral against a
  line of credit. [See Note 6]

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,
                                                               2004
                                                            __________
                  Trademarks                                $   11,736
                  Patents                                       28,467
                  Globestar                                      3,675
                  Less Amortization                            (15,656)
                                                            __________
                                                            $   28,222
                                                            __________

  For the nine months ended December 31, 2004 and 2003 amortization expense
  was $10,336 and $1,803, respectively.

  Deposits - The Company has also made deposits of prepaid rent for its
  corporate offices. At December 31, and March 31, 2004 the amounts included
  in "Other Assets" on the face of the balance sheet were $16,700.

  Prepaid expenses - The Company has also made prepaid deposits towards the
  production of an infomercial in the amount of $72,840 which is included in
  "Other Assets" on the face of the balance sheet.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   LINE OF CREDIT   RELATED PARTY

  In October 2001, the Company entered into a 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 secured
  with the Company's assets.

  The Company has verbally negotiated the extension of terms on the line of
  credit. The agreement changes the terms on the line of credit to expire on
  December 31, 2006.  All other terms and conditions of the line of credit
  remain the same.

  At December 31, 2004, the balance owing on the line of credit was $225,000.
  During the nine months ended December 31, 2004 and 2003 the Company
  recorded interest expense in connection with the line of $20,250 and
  $21,008, respectively.

NOTE 7   LEASES OBLIGATIONS

  Operating Lease   The Company has entered into a building lease for its
  office. The lease on the facility expired on December 31, 2002, and was
  extended by mutual agreement for an additional three years. Lease expense
  for the nine months ended December 31, 2004 and 2003 amounted to $172,273
  and $124,901, respectively. The following is a schedule of minimum annual
  rental payments for the next five years.

                                                           Minimum Annual
                  December 31,                             Rental Payments
                  __________                               _____________
                     2005                                  $     246,120
                     2006                                              -
                     2007
                     2008                                              -
                     2009                                              -
                                                           _____________
                                                           $     246,120
                                                           _____________

  Sublease   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 $1,600 per month
  on a month-to-month basis.

<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8   COMMITMENTS AND CONTINGINCIES

  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 9   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, 2004.

   Common Stock   The Company has authorized 50,000,000 shares of common stock
   at $.001 par value. At December 31, 2004, the Company had 8,722,152 shares
   of common stock issued and outstanding.
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   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.

  Warrants   A summary of the status of the warrants granted under various
  agreements at December 31, 2004 and 2003, and changes during the years then
  ended is presented below:

                                December 31, 2004      December 31, 2003
                         ___________________________  _______________________
                                    Weighted Average         Weighted Average
                         Shares       Exercise Price  Shares   Exercise Price
                         ____________  _____________  _________   ___________
Outstanding at beginning
of period                   4,011,598  $        1.18  4,178,729   $      1.22
Granted                             -              -          -             -
Exercised                           -              -   (167,131)         1.00
Forfeited                           -              -          -             -
Expired                             -              -          -             -
                         ____________  _____________  _________   ___________
Outstanding at end of
Period                      4,011,598  $        1.18  4,011,598   $      1.18
                         ____________  _____________  _________   ___________
Weighted average fair
value of options granted
during the year                     -  $           -          -   $         -
                         ____________  _____________  _________   ___________

  A summary of the status of the warrants granted under the various agreements
  at December 31, 2004, are presented in the table below:

             Warrants Outstanding                    Warrants Exercisable
          ___________________________________________________________________
                                  Weighted-Average           Weighted-Average
Range of          Number      Remaining      Exercise  Number     Exercise
Exercise Prices Outstanding Contractual Life    Price  Exercisable   Price
_______________ ___________ ________________ _________ ___________ __________
       $.70         250,000     1.75 years   $    .70     250,000     $ .70
 $  1.00 - 1.10   2,886,598     1.00 years   $   1.05   2,886,598     $1.05
 $  1.75 - 2.00     875,000      .75 years   $   1.96     875,000     $1.96
                 __________                            __________
                  4,011,598                             4,011,598
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   CAPITAL STOCK [Continued]

  Warrants to purchase 1,316,598 shares at $1.00 per share, 750,000 shares at
  $2.00 per share and 125,000 shares at $1.75 per share 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 three times the
  exercise price of the warrants.

  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.

  Stock Options   During the period presented in the accompanying financial
  statements, the Company has granted options under the 2000 Stock Option Plan
  (the Plan), and other agreements. The Company accounts for stock options in
  accordance Statement of Financial Accounting Standards No. 123. "Accounting
  for Stock-Based Compensation."  For stock options issued to employees and
  directors the Company has elected the disclosure-only provisions of SFAS
  123.  Options issued to all others are valued at their fair values and
  expensed over their respective vesting periods.

  A summary of the status of the options granted under the Company's 2000
  stock option plans and other agreements at December 31, 2004 and 2003, and
  changes during the years then ended is presented below:

                                 December 31, 2004        December 31, 2003
                           ___________________________  _____________________
                                       Weighted Average      Weighted Average
                           Shares        Exercise Price Shares Exercise Price
                           ___________ ________________ ______ ______________
Outstanding at beginning of
period                         650,000       $     1.44 650,000     $    1.44
Granted                         20,000              .88       -             -
Exercised                            -                -       -             -
Forfeited                            -                -       -             -
Expired                              -                -       -             -
                          ____________ ________________ _______ _____________
Outstanding at end of
Period                         670,000       $     1.42 650,000     $    1.44
                          ____________ ________________ _______ _____________
Weighted average fair
value of options granted
during the year                 20,000       $      .88       -     $       -
                          ____________ ________________ _______ _____________
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   CAPITAL STOCK [Continued]

A summary of the status of the options granted under the stock option plan and
other agreements at December 31, 2004, are presented in the table below:

                        Options Outstanding           Options Exercisable
            _________________________________________________________________
                                  Weighted-Average           Weighted-Average
Range of          Number      Remaining      Exercise  Number     Exercise
Exercise Prices Outstanding Contractual Life    Price  Exercisable   Price
_______________ ___________ ________________ _________ ___________ __________
$   .86 - 1.00      370,000       2.25 years $     .96     370,000   $    .98
$         2.00      300,000       7.00 years $    2.00     300,000   $   2.00
                 __________                             __________
                    670,000                                670,000

NOTE 10 - 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.

At December 31, 2004, the total of all deferred tax assets was approximately
$135,400. The total of all deferred tax liabilities was approximately $1,800.
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. The Company anticipates being able to utilize all
of the deferred tax assets.  Therefore, the Company has not established a
valuation allowance against the deferred tax assets as of December 31, 2004.
The net change in the valuation allowance for the nine months ended December
31, 2004 was a decrease of approximately $169,000.

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

                                             December 31,   March 31,
                                                2004          2004
                                              _________     _________
     Excess of tax over financial
      accounting depreciation                $   (1,776)   $   20,200
     Allowance for obsolete inventory            55,506        46,936
     Allowance for bad debt                      79,900        59,439
     Net operating loss carryover - state             -        42,583
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - 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
for the nine months ended:

                                                   December 31,   December 31,
                                                         2004        2003
                                                     _________     _________
       Computed tax at the expected
         federal statutory rate                         34.00%        34.00%
       State income taxes, net of federal benefit        7.34          5.83
       Valuation allowance                             (18.59)       (32.07)
       Other                                              .56          2.15
                                                     _________     _________
       Effective income tax rates                       23.31%         9.91%
                                                     _________     _________

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

                                                  December 31,   December 31,
                                                      2004          2003
                                                   _________     _________
         Current income tax expense:
              Federal                              $ 305,489     $       -
              State                                   40,269        24,775
                                                   _________     _________
         Net current tax expense                   $ 345,758     $  24,775
                                                   _________     _________

         Deferred tax expense (benefit) resulted from:
         Excess of tax over financial accounting
          depreciation                             $  21,976     $  (6,141)
         Contribution carryover                            -         1,898
         Net operating loss                           42,583        91,961
         Valuation allowance                        (169,159)      (80,170)
         Allowance for obsolete inventory             (8,569)      (17,926)
         Allowance for bad debts                     (20,461)       10,378
                                                   _________     _________
         Net deferred tax expense                  $(133,630)    $       -
                                                   _________     _________

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

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11   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,
                                   ___________________   __________________
                                       2004    2003       2004       2003
                                   _________ _________   _________ ________
Income (loss) available to common
 shareholders (Numerator)          $ 346,850 $ 135,049   $ 697,723 $225,202
                                   _________ _________   _________ ________
Weighted average number of common
shares outstanding used in earnings
(loss) per share during the period
(Denominator)                      8,722,152 8,736,380   8,722,152 8,616,854
                                   _________ _________   _________ _________
Weighted average number of common
shares outstanding used in diluted
earnings (loss) per share during
the period (Denominator)           9,176,243 9,570,293  10,044,982 10,426,231
                                   _________ _________  __________ __________

At December 31, 2004, the Company had options to purchase 300,000 shares of
common stock at $2.00 per share, warrants to purchase 750,000 shares of common
shares at $2.00 per share, and warrants to purchase 125,000 shares of common
stock at $1.75 per share were not included in the computation of earnings
(loss) per share because their effects are anti-dilutive. (The option /
warrant exercise price was higher than the average market price.)

At December 31, 2003, the Company had options to purchase 300,000 shares of
common stock at $2.00 per share, warrants to purchase 750,000 shares of common
stock at $2.00 per share, and warrants to purchase 125,000 shares of common
stock at $1.75 per share were not included in the computation of earnings
(loss) per share because their effects are anti-dilutive. (The option /
warrant exercise price was higher than the average market price.)

NOTE 12   RELATED PARTY TRANSACTIONS

Line of credit   In October 2001, the Company entered into a 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
secured with the Company's assets.

The Company has verbally negotiated the extension of terms on the line of
credit. The agreement changes the terms on the line of credit to expire on
December 31, 2006.  All other terms and conditions of the line of credit
remain the same.
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   RELATED PARTY TRANSACTIONS (Continued)

At December 31, 2004, the balance owing on the line of credit was $225,000.
During the nine months ended December 31, 2004 and 2003 the Company recorded
interest expense in connection with the line of $20,250 and $21,088,
respectively.

NOTE 13   CONCENTRATIONS

Sales - During the nine month period ending  December 31, 2004, our four
largest customers accounted for 22%, 15%, 15%, and 14% of our net sales.

During the nine months ended December 31, 2003, the Company had three
significant customers which accounted for 27%, 11%, and 10% of sales.

Supplier - 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 provided by this supplier or the loss of a
significant customer would adversely affect the Company's business and
financial condition.

Accounts Receivable - At December 31, 2004, the Company had three customers
which accounted for 28%, 20%, and 13% of accounts receivable balances.

NOTE 14   SUBSEQUENT EVENTS

Subsequent to December 31, 2004, the Company issued 1,672,500 shares of common
stock for gross proceeds of $  $2,007,000 or $1.20 per share.  Net proceeds
amounted to $1,798,040 after deduction of stock offering costs of $208,960.
<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 and 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 the 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 complying with U.S. laws and regulations;
*           Assistance in obtaining foreign country regulatory approval
            for sale of our products;
*           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 products 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.

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

     Three months ended December 31, 2004 and December 31, 2003.
     -----------------------------------------------------------

     Net sales for the three month period ending December 31, 2004 , were
$2,739,743 or an increase of 157%, compared to the same three month period
ending December 31, 2003. For the three month period ending December 31, 2004,
we experienced a marginal increase in the cost of goods sold, as a percentage
of net sales of 58% compared to 55%, for the three month period ending
December 31, 2003. The reason for this increase in the cost of goods sold was
associated with our sales mix for the quarter.

Selling, general and administrative expenses for the three month period
ending December 31, 2004, were $538,600, compared to $326,914 for the three
month period ending December 31, 2003. The increase was due primarily to
a combination of reasons including increased legal, payroll, and
insurance expenses.  Net income was $346,850 for the three month period
ending December 31, 2004, compared to $135,049 for the same quarter last year.
This increase was due to increased orders from existing customers and sales to
new clients.

     Nine months ended December 31, 2004 and December 31, 2003.
     ----------------------------------------------------------

     Net sales for the nine month period ending December 31, 2004, was
$4,960,052 or an increase of 70%, compared to the same nine month period
ending December 31, 2003.

     Net income for the nine month period ending December 31, 2004, was
$697,723 compared to $225,202 for the nine month period ending December 31,
2003. Higher sales to existing and new clients primarily accounted for the
increase in net income.

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

     Our net working capital position as of December 31, 2004, was $2,266,262
compared to $1,434,207 at December 31, 2003.

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

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

     As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Treasurer, of the effectiveness of our disclosure controls and
procedures.  Based on this evaluation, our President and Treasurer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports.  It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls over financial reporting, and there have been no changes in our
internal controls or in other factors in the last fiscal quarter that has
materially affected or is reasonably likely to materially affect our internal
control over financial reporting.

                        PART II - OTHER INFORMATION

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

     We are named as a cross-defendant in one currently pending lawsuit
alleging that a product containing ephedra has caused injuries and/or
damages.  The suit is pending in the United States District Court of
Connecticut. Sufficient insurance coverage exists in terms of our Company's
exposure to both defense costs and liability. We deny any and all alleged
wrongdoing and are vigorously engaged in the defense of this lawsuit.
Although ultimate liability for alleged damages cannot be determined at the
present, we believe that under the circumstances of this case, including the
availability of sufficient insurance, this lawsuit will not have a material
adverse effect on our operations or financial condition.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.
          ------------------------------------------------------------

         During the quarterly period ended December 31, 2004, we did not
issue any "unregistered" and "restricted" shares of our common stock.

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

          None; not applicable.

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

          On October 27, 2004, shareholders approved an increase of the number
of shares reserved under our stock option plan to 1,500,000 shares for
issuance under the plan of which 670,000 options have been granted to
executive officers, employees and consultants at prices ranging from $.86 to
$2.00 per share.  See our Definitive Proxy Statement filed September 1, 2004,
with the Securities and Exchange Commission. See Item 6.

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

          None; not applicable.

Item 6.   Exhibits.
          ---------

          31.1 302 Certification of William P. Spencer

          31.2 302 Certification of Debra L. Spencer

          32   906 Certification

Definitive Proxy Statement filed September 1, 2004, with the Securities and
Exchange Commission*

          * Incorporated herein by reference.

                               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: 2/22/2005                    By/s/William P. Spencer
      ---------                      -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 2/22/2005                    By/s/Debra L. Spencer
      ---------                      -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director

<PAGE>