Exhibit 31.2
                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

     1.   I have reviewed this quarterly report on Form 10-QSB of the small
business issuer;

     2.   Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the small business issuer as of, and for, the periods presented in
this report;

     4.   The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small
business issuer and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the small business issuer,
          including its consolidated subsidiaries, is made known to me by
         others within those entities, particularly during the period in
         which this report is being prepared;

     b)   evaluated the effectiveness of the small business issuer's
          disclosure controls and procedures as of the end of the period
          covered by this report; and

     c)   presented in this report our conclusions about the effectiveness of
          the disclosure controls and procedures based on our evaluation as of
          the Evaluation Date;

     5.   The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation, to the small business issuer's
auditors and the audit committee of the small business issuer's board of
directors (or persons performing the equivalent functions);

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the small business issuer's
          ability to record, process, summarize and report financial data and
          have identified for the small business issuers auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the small business
          issuer's internal controls; and

     6.   The small business issuers' other certifying officer and I have
          indicated in this report whether there were significant changes in
          internal controls or in other factors that could significantly
          affect internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Dated: 2/23/04                       Signature:/s/Debra L. Spencer
                                               ----------------------
                                               Debra L. Spencer
                                               Secretary/Treasurer