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, 2003

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

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

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


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


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


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

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

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

                                     N/A

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

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                           December 31, 2003

                    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, 2003
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY



                             CONTENTS

                                                               PAGE

        Unaudited Condensed Consolidated Balance Sheets,
           December 31, 2003 and March 31, 2003                    1

        Unaudited Condensed Consolidated Statements of
           Operations, for the three and nine months ended
           December 31, 2003 and 2002                              2

        Unaudited Condensed Consolidated Statements of
           Cash Flows for the nine months ended December 31,
           2003 and 2002                                       3 - 4

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

<CAPTION>
           UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                              ASSETS
                                            December 31,       March 31,
                                                2003           2003
                                             ____________   ____________
<S>                                           <C>          <C>
CURRENT ASSETS:
  Cash in bank                               $    244,260   $    263,930
  Account receivable, net                         651,232        615,412
  Inventory, net                                1,055,322        700,093
  Prepaid expenses                                  5,000          5,000
                                             ____________   ____________
        Total Current Assets                    1,955,814      1,584,435

PROPERTY AND EQUIPMENT, net                        71,916         94,315

OTHER ASSETS                                       71,590         52,198
                                             ____________   ____________
                                             $  2,099,320   $  1,730,948
                                             ============   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                           $    421,185  $     447,498
  Accrued liabilities                              23,584         26,084
  Customer Deposits                                23,171         25,709
  Income tax payable                               44,948         20,173
  Notes payable-related party                           -         20,610
  Current portion of capital leases                 1,161          2,711
  Line of credit-related party                    235,429        230,280
                                             ____________   ____________
        Total Current Liabilities                 749,477        773,065

CAPITAL LEASE LIABILITIES:
  Capital lease liabilities, less current
   portion                                              -            373
                                             ____________   ____________
        Total Liabilities                         749,477        773,438
                                             ____________   ____________
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 and 8,555,000
   shares issued and outstanding respectively       8,722          8,555
  Capital in excess of par value                2,440,720      2,273,756
  Retained earnings                            (1,099,599)    (1,324,801)
                                             ____________   ____________
        Total Stockholders' Equity              1,349,843        957,510
                                             ____________   ____________
                                             $  2,099,320   $  1,730,948
                                             ============   ============
</TABLE>

Note:  The balance sheet as of March 31, 2003 was taken from the audited
financial statements at that date and condensed

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
                                1
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

<CAPTION>
     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                       For the Three      For the Nine
                                       Months Ended       Months Ended
                                       December 31,       December 31,
                                  ____________________  ____________________
                                  2003       2002       2003      2002
                                  _________  _________  _________ __________
<S>                               <C>       <C>         <C>       <C>
NET SALES                        $1,066,399  $ 813,875 $2,923,065 $2,382,955

COST OF GOODS SOLD                  586,177    480,049  1,584,377  1,614,074
                                  _________  _________  _________  _________
GROSS PROFIT                        480,222    333,826  1,338,688    768,881

EXPENSES:
  General and administrative        157,093     87,769    523,721    494,191
  Payroll expense                   119,779     92,088    340,680    306,736
  Professional fees                  50,042    154,800    204,716    311,923
  Non-cash consulting expense             -          -          -    408,327
                                  _________  _________  _________  _________
        Total Expenses              326,914    334,657  1,069,117  1,521,177
                                  ---------  ---------  ---------  ---------
OPERATING INCOME (LOSS)             153,308       (831)   269,571   (752,296)
                                  _________  _________  _________  _________
OTHER INCOME (EXPENSE):
  Interest income                         1          1          3          5
  Interest (expense)                 (4,729)    (6,362)   (19,597)   (71,586)
                                  _________  _________  _________  _________
        Total Other Income
        (Expense)                    (4,728)    (6,361)   (19,594)   (71,581)
 (3,553)
                                  _________  _________  _________  _________
INCOME (LOSS) BEFORE INCOME TAXES   148,580     (7,192)   249,977   (823,877)

CURRENT TAX EXPENSE (BENEFIT)        13,531          -     24,775          -

DEFERRED TAX EXPENSE (BENEFIT)            -          -          -          -
                                  _________  _________  _________  _________
NET INCOME (LOSS)                 $ 135,049  $  (7,192) $ 225,202  $(823,877)
                                  =========  =========  =========  =========
BASIC EARNINGS (LOSS) PER COMMON
SHARE                             $     .02  $    (.00) $     .03  $    (.10)
                                  =========  =========  =========  =========
DILUTED EARNINGS (LOSS) PER COMMON
SHARE                             $     .01  $     N/A  $     .02  $     N/A
                                  =========  =========  =========  =========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statement.
                                2
<PAGE>
<TABLE>
                 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,
                                                 __________________________
                                                       2003         2002
                                                 ____________   ___________
<S>                                          <C>               <C>
Cash Flows from Operating Activities:
  Net income (loss)                           $       225,202   $   (823,877)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation & amortization expense                24,202         23,319
    Change in inventory allowance                      45,000              -
    Change in receivable allowance                    (26,053)        25,324
    Non-cash expense                                        -        408,327
    Changes in assets and liabilities:
      (Increase) in account receivable                 (9,767)      (188,110)
      (Increase) decrease in inventory               (400,228)       110,450
      (Increase) in receivable-employee                 5,000         (9,000)
      (Increase) decrease in other assets              (5,000)         5,000
      (Increase) decrease in other assets                   -         62,204
      (Decrease) increase in accounts payable         (26,313)        57,094
      Increase in accrued liabilities                  (2,501)         9,757
      Increase in customer deposits                    (2,538)           725
      Increase (decrease) in income tax payable        24,775         (1,957)
                                               ______________  _____________
        Net Cash (Used) by Operating
        Activities                                   (148,221)      (320,744)
                                               ______________  _____________
Cash Flows from Investing Activities:
  Acquisition of office equipment                          -          (4,630)
  Purchase of other assets                           (21,195)           (850)
                                              ______________   _____________
        Net Cash (Used) by Investing Activities      (21,195)         (5,480)
                                              ______________   _____________
Cash Flows from Financing Activities:
  Payments on notes payable   related party          (20,610)              -
  Payments on capital leases                          (1,924)         (2,038)
  Proceeds from line of credit                         5,149          52,631
  Proceeds from exercise of warrants                 167,131               -
                                              ______________   _____________
        Net Cash Provided by Financing Activities    149,746          50,593
                                              ______________   _____________
Net (Decrease) in Cash                               (19,670)       (275,631)

Cash at Beginning of Period                          263,930         303,986
                                              ______________   _____________
Cash at End of Period                         $      244,260   $      28,355
                                              ==============   =============
</TABLE>
                           [Continued]
                                      3
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                      For the Nine
                                                      Months Ended
                                                      December 31,
                                              _____________________________
                                                    2003        2002
                                              ______________ ______________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                  $       15,859 $       18,455
    Income taxes                              $            - $        1,957

Supplemental Schedule of Noncash Investing and Financing Activities:
  For the period ended December 31, 2003

    None

  For the period ended December 31, 2002

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

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

            NOTES TO 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.

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,
2003, the Company had $170,651 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. [See Note 3]
                                5
<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. [See Note 4]

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, 2003.

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

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

Reclassification - The financial statements for periods prior to December 31,
2003 have been reclassified to conform to the headings and classifications
used in the December 31, 2003 financial statements.
                                6
<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. 146, "Accounting for Costs Associated with Exit or
Disposal Activities", SFAS No. 147, "Acquisitions of Certain Financial
Institutions - an Amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", SFAS No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure - an Amendment of FASB Statement No. 123", SFAS
No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities", and SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity", were recently issued.
SFAS No. 146, 147, 148, 149 and 150 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,
                                                                   2003
                                                                __________
          Accounts receivable - trade                           $  739,092
          Allowance for doubtful accounts                          (87,860)
                                                                __________
                  Accounts receivable, net                      $  651,232
                                                                __________

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

NOTE 3 - INVENTORY

Inventory consists of the following at:
                                                                December 31,
                                                                   2003
                                                                ___________
          Raw Materials                                         $   893,599
          Finished product                                           53,932
          Boxes, labels, tubes, & bottles                           230,791
          Reserve for obsolete inventory                           (123,000)
                                                                 ___________
                  Total Inventory                                $ 1,055,322
                                                                 ___________

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

                                7
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT

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

                                                                December 31,
                                                                    2003
                                                                 __________
       Lease-hold improvements                                  $   110,597
       Office equipment                                              45,807
       Leased equipment                                              21,341
       Less accumulated depreciation                               (105,829)
                                                                 __________
                                                                $    71,916
                                                                 __________

Depreciation expense for the nine months ended December 31, 2003 and 2002 was
$22,399 and $22,034, respectively.

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

NOTE 5 - OTHER ASSETS

The following is a summary of intangible assets which are included in "Other
Assets" on the face of the balance sheet:
                                                                December 31,
                                                                    2003
                                                                 __________
       Trademarks                                                $   10,865
       Patents                                                       19,194
       Globestar                                                      3,675
       Less Amortization                                             (4,667)
                                                                 __________
                                                                 $   29,067
                                                                 __________

For the nine months ended December 31, 2003 and 2002 amortization expense was
$1,803 and $1,285, respectively.

Deposits - The Company has also made deposits of prepaid rent for its
corporate offices. At December 31, and March 31, 2003 the amounts included in
"Other Assets" on the face of the balance sheet were $16,700.

Prepaid expenses - At December 31, 2003, the Company has prepaid legal fees to
two legal consultants in the amounts of $23,323 and $2,500, for a total of
$25,823. The total of $25,823 is included in "Other Assets" on the face of the
balance sheet.
                                8
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - NOTES PAYABLE   RELATED PARTY

During April 2003, the Company paid $22,736 to a related party which paid the
balance of $20,610 in notes payable and $2,126 in interest payable.

NOTE 7 - 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 for working capital needs
and is secured with the Company's assets. The line of credit expired on
September 30, 2002. The Company issued warrants to purchase 250,000 shares of
common stock at $.70 per share to the shareholders as an incentive for the
line of credit agreement. The warrants have a five- year life and vested
immediately. The warrants were valued at $97,896 and were amortized over the
life of the line of credit. The Company has verbally negotiated an extension
of terms on the line of credit. The verbal agreement changes the terms on the
line of credit to a month to month basis.

At December 31, 2003, the balance owing on the line of credit was $235,429.
During the nine months ended December 31, 2003 and 2002 the Company recorded
interest expense in connection with the line of $21,008 and $91,877,
respectively.

NOTE 8 - LEASES OBLIGATIONS

Capital Lease - The following schedule details equipment purchased under
capital leases as of:
                                                              December 31,
                                                                  2003
                                                              ___________
          Leased equipment                                    $    21,341
          Less accumulated depreciation                           (19,899)
                                                              ___________
                                                              $     1,442
                                                              ___________
                                9
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - LEASES OBLIGATIONS [Continued]

Depreciation expense on capital leases for the nine months ended December 31,
2003 and 2002 amounted to $3,214 and $3,205, respectively.

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

                   December 31,                      Principal Payments
                  ______________                      ______________
                       2004                       $              1,161
                       2005                                          -
                       2006                                          -
                       2007                                          -
                       2008                                          -
                                                            __________
                                                                 1,161
     Less:  current portion                                      1,161
                                                            __________
     Capital lease obligations   long-term        $                  -
                                                            __________

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, 2003 and 2002 amounted to $124,901 and
$137,007, respectively. The following is a schedule of minimum annual rental
payments for the next five years.

                                                     Minimum Annual
                March 31,                            Rental Payments
               __________                             _____________
                  2004                          $              227,720
                  2005                                         236,173
                  2006
                  2007                                               -
                  2008                                               -
                                                       _____________
                                                 $             463,893
                                                      _____________

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. At December 31, 2003, the Company has recorded $23,323
in prepaid legal services.
                                10
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - COMMITMENTS AND CONTINGINCIES

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

During the nine months ended December 31, 2003 and 2002, the Company expensed
$6,000 and $54,000, respectively, related to this agreement.

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

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

NOTE 10 - CAPITAL STOCK

Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and to
be issued in such series as determined by the Board of Directors. No shares
are issued and outstanding at December 31, 2003.

Common Stock - The Company has authorized 50,000,000 shares of common stock at
$.001 par value. At December 31, 2003, the Company had 8,722,152 shares of
common stock issued and outstanding.

In October 2003, the Company issued 11,000 shares of common stock upon the
exercise of warrants at $1.00 per share.

During September 2003, the Company issued 156,131 shares of common stock for
proceeds of $156,131. The shares were issued upon a shareholder exercising
warrants at $1.00 per share.

During February 2003, the Company authorized the issuance of 5,000 shares of
common stock to a consultant for services rendered valued at $3,200, or $.64
per share.

During July 2002, the Company issued 21 shares of common stock for proceeds of
$21. The shares were issued upon a shareholder exercising warrants at $1.00
per share.
                                11
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

Stock Bonus Plan - During the year ended March 31, 2000, the board of
directors of the Company adopted a stock bonus plan. The plan provides for the
granting of awards of up to 724,500 shares of common stock to officers,
directors, consultants and employees. Awards under the plan will be granted as
determined by the board of directors. At present, 499,500 shares have been
granted under the plan.

Warrants - A summary of the status of the warrants granted under various
agreements at December 31, 2003 and 2002, and changes during the years then
ended is presented below:

                                       December 31, 2003   December 31, 2002
                               ______________________________________________
                                      Weighted Average        Weighted Average
                               Shares  Exercise Price  Shares   Exercise Price
                               ______ ________________ ______ ________________
  Outstanding at beginning of
  period                      4,178,729    $  1.22   3,578,750   $    1.24
  Granted                             -          -     600,000   $    1.10
  Exercised                    (167,131       1.00         (21)       1.00
  Forfeited                           -          -           -           -
  Expired                             -          -           -           -
                              _________    _______   _________   _________
  Outstanding at end of
  Period                      4,011,598    $  1.18   4,178,729   $    1.22
                              _________    _______   _________   _________
  Weighted average fair value
  of options granted during
  the year                            -    $     -           -   $       -
                              _________    _______   _________   _________

The fair value of warrants granted is estimated on the date granted using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants during the nine months ended December 31, 2002
risk-free interest rates of 4.01%, expected dividend yields of zero, expected
life of 5 years, and expected volatility 116%.

A summary of the status of the warrants granted under the various agreements
at December 31, 2003, are presented in the table below:

                 Warrants Outstanding                   Warrants Exercisable
      __________________________________________    _________________________
Range of             Weighted-Avg  Weighted-Avg                  Weighted-Avg
Exercise   Number    Remaining         Exercise        Number      Exercise
Prices  Outstanding Contractual Life    Price      Exercisable      Price
_____________________________________________________________________________
  $.70       250,000     2.75 years    $  .70          250,000    $    .70
$1.00-1.10 2,886,598     2.00 years    $ 1.05        2,886,598    $   1.05
$1.75-2.00   875,000     1.75 years    $ 1.96          875,000    $   1.96
           _________                                 _________
           4,011,598                                 4,011,598
                                12
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - 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.

During the nine months ended December 31, 2002, the Company granted warrants
to purchase 600,000 common shares at $1.10 per share to a consultant for
services valued at $408,327.

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, 2003 and 2002, and changes
during the years then ended is presented below:

                                       December 31, 2003   December 31, 2002
                                _____________________________________________
                                       Weighted Average      Weighted Average
                                Shares  Exercise Price Shares Exercise Price
                                ______ _______________ ______ _______________
  Outstanding at beginning of
  period                       650,000      $  1.44   650,000     $  1.44
  Granted                            -            -         -           -
  Exercised                          -            -         -           -
  Forfeited                          -            -         -           -
  Expired                            -            -         -           -
                               _______      _______   _______     _______
  Outstanding at end of Period 650,000      $  1.44   650,000     $  1.44
                               _______      _______   _______     _______
  Weighted average fair value
  of options granted during
  the year                           -      $     -         -     $     -
                               _______      _______   _______     _______
                                13
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

A summary of the status of the options granted under the stock option plan and
other agreements at December 31, 2003, are presented in the table below:


                  Options Outstanding                     Options Exercisable
      __________________________________________    _________________________
Range of             Weighted-Avg  Weighted-Avg                  Weighted-Avg
Exercise   Number    Remaining         Exercise        Number      Exercise
Prices  Outstanding Contractual Life    Price      Exercisable      Price
_____________________________________________________________________________
$.86-1.00  350,000     2.25 years     $  .96        350,000     $     .98
$    2.00  300,000     7.00 years     $ 2.00        300,000     $    2.00
           _______                                  _______
           650,000                                  650,000


NOTE 11 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109. SFAS No. 109 requires the Company to
provide a net deferred tax asset or liability equal to the expected future tax
benefit or expense of temporary reporting differences between book and tax
accounting and any available operating loss or tax credit carryforwards. The
Company has a federal net operating loss carryover of approximately $196,000
and a state net operating loss carryover of approximately $482,000 at December
31, 2003.

At December 31, 2003, the total of all deferred tax assets was approximately
$195,600. The total of all deferred tax liabilities was $0. The amount of and
ultimate realization of the benefits from the deferred tax assets for income
tax purposes is dependent, in part, upon the tax laws in effect, the Company's
future earnings, and other future events, the effects of which cannot be
determined. Because of the uncertainty surrounding the realization of the loss
carryforwards the Company has established a valuation allowance of
approximately $195,600. The net change in the valuation allowance for the nine
months ended December 31, 2003 was decrease of approximately $80,000.

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

                                                December 31,      March 31,
                                                    2003           2003
                                                _________         _________
       Excess of tax over financial
         accounting depreciation                $  16,824         $  10,683
       Allowance for obsolete inventory            48,997            31,071
       Allowance for bad debt                      34,997            45,377
       Net operating loss carryover - state        28,105            32,509
       Net operating loss carryover - federal      66,675           154,232
       Contribution carryover                           -             1,699
                                14
<PAGE>

                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - 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,
                                                    2003           2002
                                                  _________      _________
       Computed tax at the expected
         federal statutory rate                      34.00%         34.00%
       State income taxes, net of federal benefit     5.83           5.83
       Compensation due to options/warrants              -         (22.09)
       Valuation allowance                          (32.07)         18.99
       Other                                          2.15           1.25
                                                  _________      _________
       Effective income tax rates                     9.91%          0.00%
                                                  _________      _________

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

                                                   December 31,  December 31,
                                                      2003           2002
                                                    _________      _________
       Current income tax expense:
             Federal                               $        -      $       -
             State                                     24,775              -
                                                    _________      _________
       Net current tax expense                     $   24,775      $       -
                                                    _________      _________

       Deferred tax expense (benefit) resulted from:
        Excess of tax over financial accounting
          depreciation                             $   (6,141)     $  (5,359)
        Contribution carryover                          1,898           (219)
        Net operating loss                             91,961       (159,060)
        Valuation allowance                           (80,170)       156,542
        Allowance for obsolete inventory              (17,926)             -
        Allowance for bad debts                        10,378          8,096
                                                    _________      _________
       Net deferred tax expense                    $        -      $       -
                                                    _________      _________

Deferred income tax expense results primarily from the reversal of temporary
timing differences between tax and financial statement income.
                                15
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - EARNINGS (LOSS) PER SHARE

The following data show the amounts used in computing earnings (loss) per
share of common stock for the period presented:


                                           For the Three    For the Nine
                                           Months Ended     Months Ended
                                           December 31,     December 31,
                                        _____________________________________
                                           2003     2002    2003     2002
                                        _____________________________________

   Net Income (Loss) available to common
   shareholders (Numerator)             $135,049 $  (7,192)$225,202 $(823,877)
                                        _______ _________  ________ _________

   Weighted average number of common
    shares outstanding used in earnings
    (loss) per share during the period
    (Denominator)                      8,736,380 8,550,000 8,616,854 8,550,000
                                       _________ _________ _________ _________

   Weighted average number of common
    shares outstanding used in dilutive
    earnings (loss) per share during
    the period (Denominator)           9,570,293       N/A 10,426,231      N/A
                                       _________ _________ _________ _________


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.

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

NOTE 13 - RELATED PARTY TRANSACTIONS

Notes payable - During the nine months ended December 31, 2003, the Company
paid $22,737 to an officer of the Company, which represented payment in full
on a note payable of with a balance of $20,610 and accrued interest of $2,127.

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 for
working capital needs and is secured with the Company's assets. The line of
credit expired on September 30, 2002. The Company issued warrants to purchase
250,000 shares of common stock at $.70 per share to the shareholders as an
incentive for the line of credit agreement. The warrants have a five- year
life and vested immediately. The warrants were valued at $97,896 and were
amortized over the life of the line of credit.
                                16
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - RELATED PARTY TRANSACTIONS (Continued)

At December 31, 2003, the balance owing on the line of credit was $235,429.
During the nine months ended December 31, 2003 and 2002 the Company recorded
interest expense in connection with the line of $21,008 and $91,877,
respectively.

The Company has verbally negotiated an extension of terms on the line of
credit. The verbal agreement changes the terms on the line of credit to a
month to month basis.  [See Note 7]

NOTE 14 - CONCENTRATIONS

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

During the nine months ended December 31, 2002, the Company had two
significant customers which accounted for 46% 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, 2003, the Company had four customers
which accounted for 25%, 17%, 11%, and 10% of accounts receivable balances.

At December 31, 2002, the Company had one customer which accounted for 54% of
the Company's accounts receivable balances.
                                17
<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, 2003 and December 31, 2002.
          -----------------------------------------------------------

     Net sales for the three month period ending December 31, 2003, was
$1,066,399, or an increase of 31%, compared to the same three month period
ending December 31, 2002.  The increase was primarily due to an
increase in demand from our clients of our topical cream formula.  Also for
the three month period ending December 31, 2003, we experienced a decrease in
the cost of goods sold as a percentage of net sales to 55% compared to 59%,
for the three month period ending December 31, 2003, as compared to December
31, 2002.

     Selling, general and administrative expenses for the three month
period ending December 31, 2003, were $326,914, compared to $334,657 for the
three month period ending December 31, 2002.  Net Income from operations was
$135,049 for the three month period ending December 31, 2003, compared to a
net loss of $7,192 for the quarter ended December 31, 2002.

          Nine months ended December 31, 2003 and December 31, 2002.
          ----------------------------------------------------------

     Net sales for the nine month period ending December 31, 2003, was
$2,923,065 or an increase of 23%, compared to the same nine month period
ending December 31, 2002.  The increase was primarily due to an increase in
demand from our clients of our topical cream formula for the nine month
period ending December 31, 2003; and cost of goods sold was 54% compared to
68%, for the nine month period ending December 31, 2002.

     Net income for the nine month period ending December 31, 2003, was
$225,202, compared to a loss of $823,877 for the nine month period ending
December 31, 2002. Included in the prior nine month period net loss was
a non-cash expense of $408,327 associated with the issuance of common
stock purchase warrants.

Liquidity.
----------
     Our net working capital position as of December 31, 2003, was
$1,206,337, compared to $782,163 for the period ending December 31, 2002.

     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.

     Our four largest customers accounted for 21%,17%, 16% and 10% of our
net sales for the three months ended December 31, 2003.

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

         (a)  Evaluation of Disclosure Controls and Procedures

         Our President and Secretary/Treasurer have evaluated our Company's
disclosure controls and procedures as of the end of the period covered by this
Quarterly Report, and they concluded that these controls and procedures are
effective.

         (b)  Changes in Internal Controls

         There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to the end
of the period covered by this Report.

                        PART II - OTHER INFORMATION

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

          We have been named as a defendant in one currently pending lawsuit
and cross defendant in a separate lawsuit, both of which allege injuries
and/or damages from a discontinued ephedra product.  Both suits have been
tendered to and accepted by our insurance carrier with a reservation
of rights as to liability.  We strongly deny liability for the damages
claimed in these lawsuits.  Although both suits are in the preliminary stages
of discovery and ultimate liability cannot be determined at the present
time, we believe that the amount of liability, if any, from these actions will
be covered by our insurance policies and will not have a material adverse
effect on our operations or financial condition.

Item 2.   Changes in Securities and Small Business Issuers Purchases of Equity
          Securities.
          -----------

          During the quarter ended December 31, 2003, we issued 11,000 shares
of common stock for proceeds of $11,000.  These shares were issued upon a
shareholder exercising outstanding warrants at $1.00 per share.

         On August 25, 2003, we filed a Prospectus to update our Definitive
Prospectus dated July 26, 2002, which covers the resale of 4,228,750 shares of
our common stock underlying common stock purchase warrants and stock options.
The shares underlying all 4,228,750 common stock purchase warrants and stock
options will be offered by our selling stockholders from time to time in open
market transactions at prevailing market prices.  We will not receive any
proceeds from the sale of shares of our common stock being offered by the
selling stockholders.  Any proceeds we receive from the exercise of the
4,228,750 common stock purchase warrants and stock options will be added to
our working capital.

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.

          31.1 302 Certification of William P. Spencer

          31.2 302 Certification of Debra L. Spencer

          32   906 Certification

          (b)  Reports on Form 8-K.

          None.

                               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: 2/23/04                        By/s/William P. Spencer
      --------------                 -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 2/23/04                        By/s/Debra L. Spencer
      --------------                 -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director
<PAGE>