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 September 30, 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:

                          November 22, 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

                         SEPTEMBER 30, 2004
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY





                              CONTENTS

                                                                PAGE

     Unaudited Condensed Consolidated Balance Sheets,
          September 30, 2004 and March 31, 2004                   1

     Unaudited Condensed Consolidated Statements of
          Operations, for the three and six months ended
          September 30, 2004 and 2003                             2

     Unaudited Condensed Consolidated Statements of
          Cash Flows for the six months ended September
          30, 2004 and 2003                                   3 - 4

     Notes to Unaudited Condensed Consolidated
          Financial Statements                               5 - 14
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

           UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                               ASSETS
                                                September 30,    March 31,
                                                    2004           2004
                                                ____________   ____________
CURRENT ASSETS:
  Cash in bank                                  $    542,463   $    454,377
  Account receivable, net                            766,828        803,832
  Inventory, net                                   1,241,173        986,052
  Prepaid expenses                                    18,892          5,000
  Deferred tax asset, current                        104,218              -
                                                ____________   ____________
        Total Current Assets                       2,673,574      2,249,261

PROPERTY AND EQUIPMENT, net                           60,782         64,639

DEFERRED TAX ASSET, long term                         10,901              -

OTHER ASSETS                                         140,166         90,838
                                                ____________   ____________
                                                $  2,885,423      2,404,738
                                                ____________   ____________

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                              $    285,211   $    356,393
  Accrued liabilities                                  8,953         40,440
  Customer deposits                                  238,910         89,092
  Income tax payable                                 229,824        104,129
  Line of credit   related party                     225,000        225,000
                                                ____________   ____________
        Total Current Liabilities                    987,898        815,054
                                                ____________   ____________
        Total Liabilities                            987,898        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 earnings                                 (551,917)      (859,758)
                                                ____________   ____________
        Total Stockholders' Equity                 1,879,525      1,589,684
                                                ____________   ____________
                                                $  2,885,423      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
                                 F-1
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                        For the Three        For the Six
                                        Months Ended         Months Ended
                                        September 30,        September 30,
                                    ___________________  ____________________
                                        2004       2003       2004     2003
                                    _________ _________  _________ __________
NET SALES                          $1,034,146 $ 928,481 $2,220,309 $1,856,666

COST OF GOODS SOLD                    470,464   524,454  1,183,395    998,200
                                    _________ _________  _________  _________
GROSS PROFIT                          563,682   404,027  1,036,914    858,466

EXPENSES:
  General and administrative          228,861   203,215    347,322    366,628
  Payroll expense                     125,052   100,498    203,599    220,901
  Professional fees                    80,599    74,534    153,620    154,675
                                    _________ _________  _________  _________
        Total Expenses                434,512   378,247    704,541    742,203
                                    _________ _________  _________  _________
OPERATING INCOME (LOSS)               129,170    25,780    332,373    116,263
                                    _________ _________  _________  _________
OTHER INCOME (EXPENSE):
  Interest income                           1         1          2          2
  Interest (expense)                   (7,207)   (8,351)   (13,957)   (24,868)
                                    _________ _________  _________  _________
        Total Other Income (Expense)   (7,206)   (8,350)   (13,955)   (14,866)
                                    _________ _________  _________  _________
INCOME (LOSS) BEFORE INCOME TAXES     121,964    17,430    318,418    101,397

CURRENT TAX EXPENSE (BENEFIT)          88,242     3,578    125,696     11,244

DEFERRED TAX EXPENSE (BENEFIT)         15,910         -   (115,119)         -
                                    _________ _________  _________  _________
NET INCOME (LOSS)                   $  17,812 $  13,853  $ 307,841  $  90,153
                                    _________ _________  _________  _________

BASIC EARNINGS (LOSS) PER
   COMMON SHARE                     $     .00 $     .00  $     .04  $     .01
                                    _________ _________  _________  _________

DILUTED EARNINGS (LOSS) PER
   COMMON SHARE                     $     .00 $     .00  $     .03  $     .01
                                    _________ _________  _________  _________



The accompanying notes are an integral part of these unaudited condensed
consolidated financial statement.
                                 F-2
<PAGE>
                   IMAGENETIX, INC. AND SUBSIDIARY

      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

          Increase (Decrease) in Cash and Cash Equivalents

                                                       For the Six
                                                       Months Ended
                                                       September 30,
                                                 __________________________
                                                       2004         2003
                                                 ____________  ____________
Cash Flows from Operating Activities:
  Net income (loss)                              $    307,841  $     90,153
  Adjustments to reconcile net loss to
    net cash used by operating activities:
        Depreciation & amortization expense             7,889        10,671
        Change in inventory allowance                  28,647        16,231
        Change in receivable allowance                (33,381)      (24,286)
        Change in deferred tax assets                (115,119)            -
        Changes in assets and liabilities:
          (Increase) decrease in account receivable    70,385         2,875
          (Increase) decrease in inventory           (283,768)     (276,472)
          (Increase) in receivable-employee             5,000             -
          Increase in prepaid assets                  (18,892)            -
          Increase in other assets                       (379)            -
          (Decrease) in accounts payable              (71,182)      (44,068)
          Increase in accrued liabilities             (31,487)       (2,500)
          Increase in customer deposits               149,818        24,447
          Increase (decrease) in income tax payable   125,695        11,244
                                                _____________   ___________
        Net Cash (Used) by Operating Activities       141,067      (191,725)
                                                _____________   ___________

Cash Flows from Investing Activities:
  Purchase of other assets                            (52,981)      (21,195)
                                                _____________   ___________
        Net Cash (Used) by Investing Activities       (52,981)      (21,195)
                                                _____________   ___________

Cash Flows from Financing Activities:
  Payments on notes payable   related party                 -       (20,610)
  Payments on capital leases                                -        (1,229)
  Proceeds from line of credit                              -         5,430
  Proceeds from exercise of warrants                        -       156,131
                                                _____________   ___________
        Net Cash Provided by Financing Activities           -       139,722
                                                _____________   ___________
Net (Decrease) in Cash                                 88,086       (73,198)

Cash at Beginning of Period                           454,377       265,930
                                                _____________   ___________
Cash at End of Period                           $     542,463   $   190,732
                                                _____________   ___________



                               [Continued]
                                    F-3
<PAGE>
                      IMAGENETIX, INC. AND SUBSIDIARY

           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

             Increase (Decrease) in Cash and Cash Equivalents

                               [Continued]


                                                    For the Six
                                                   Months Ended
                                                   September 30,
                                         ____________________________
                                             2004           2003
                                         _____________  _____________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                             $      13,957  $       9,000
    Income taxes                         $           -  $           -

Supplemental Schedule of Noncash Investing and Financing Activities:

For the Period Ended September 30, 2004

         None

For the Period Ended September 30, 2003

         None


The accompanying notes are an integral part of these unaudited condensed
consolidated financial statement.
                                 F-4
<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 September 30, 2004 and 2003 and for the
  periods then ended have been made.

  Certain information and footnote disclosures normally included in
  financial statements prepared in accordance with generally accepted
  accounting principles in the United States of America have been
  condensed or omitted.  It is suggested that these condensed financial
  statements be read in conjunction with the financial statements and
  notes thereto included in the Company's March 31, 2004 audited financial
  statements.  The results of operations for the periods ended September
  30, 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 September 30, 2004, the Company had $442,463 in cash balances
  in excess of federally insured limits.
                               F-5
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     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.

     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.

     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 September 30, 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 [See Note 10].

     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 11].

     Reclassification - The financial statements for periods prior to
     September 30, 2004 have been reclassified to conform to the headings and
     classifications used in the September 30, 2004 financial statements.

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards ("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. 149 and
     150 have no current applicability to the Company or their effect on the
     financial statements would not have been significant.

                               F-6
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - ACCOUNTS RECEIVABLE

     Accounts receivable are carried at the expected realizable value.
     Accounts receivable consisted of the following:
                                                                 September 30,
                                                                      2004
                                                                  ___________
          Accounts receivable - trade                             $   872,192
          Allowance for doubtful accounts                            (105,364)
                                                                  ___________
                  Accounts receivable, net                        $   766,828
                                                                  ___________

  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:
                                                               September 30,
                                                                   2004
                                                               ___________
          Raw Materials                                          $  1,134,955
          Finished product                                             27,440
          Boxes, labels, tubes, & bottles                             216,686
          Reserve for obsolete inventory                             (137,908)
                                                                  ___________
                  Total Inventory                                $  1,241,173
                                                                  ___________

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

NOTE 4 - PROPERTY AND EQUIPMENT

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

                                                               September 30,
                                                                   2004
                                                                __________
       Lease-hold improvements                                  $  110,597
       Office and leased equipment                                  67,595
       Less accumulated depreciation                              (117,410)
                                                                __________
                                                                $   60,782
                                                                __________

  Depreciation expense for the six months ended September 30, 2004 and 2003
  was $4,302 and $9,488, respectively.

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

                               F-7
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:
                                                             September 30,
                                                                 2004
                                                              __________
       Trademarks                                             $   11,735
       Patent                                                     28,467
       Globestar                                                   3,675
       Informercial                                               48,560
       Less Amortization                                          (9,350)
                                                              __________
                                                              $   83,087
                                                              __________

  For the six months ended September 30, 2004 and 2003 amortization expense
  was $4,031 and $1,184, respectively.

  Deposits - The Company has also made deposits of prepaid rent for its
  corporate offices. At September 30, and March 31, 2004 the amounts included
  in "Other Assets" on the face of the balance sheet were $16,700.

  Prepaid Expenses - Included in "Other Assets" on the face of the balance
  sheet at September 30, 2004 and March 31, 2004, the Company had prepaid
  legal fees to a legal consultant in the amounts of $2,500 and $2,500,
  respectively.

  Included in "Other Assets" on the face of the balance sheet at September
  30, 2004 and March 31, 2004, the Company had prepaid expenses related to a
  joint venture infomercial in the amount of $37,500.

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

  At September 30, 2004, the balance owing on the line of credit was
  $225,000.  During the six months ended September 30, 2004 and 2003 the
  Company recorded interest expense in connection with the line of $13,957
  and $14,410, 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.
                               F-8
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 six months ended September 30, 2004 and 2003 amounted to $135,923
  and $122,647, respectively. The following is a schedule of minimum annual
  rental payments for the next five years.

                                                      Minimum Annual
               September 30,                          Rental Payments
               __________                             _____________
                  2004                                $     212,400
                  2005                                       55,200
                  2006                                            -
                  2007                                            -
                  2008                                            -
                                                      _____________
                                                      $     276,600
                                                      _____________

  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.

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 September 30, 2004.

  Common Stock - The Company has authorized 50,000,000 shares of common stock
  at $.001 par value. At September 30, 2004, the Company had 8,722,152 shares
  of common stock issued and outstanding.

  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.

                               F-9
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   CAPITAL STOCK [Continued]

  Warrants - A summary of the status of the warrants granted under various
  agreements at September 30, 2004 and 2003, and changes during the years
  then ended is presented below:

                                  September  30, 2004      September 30, 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                             -             -   (156,131)      1.00
  Forfeited                             -             -          -          -
  Expired                               -             -          -          -
                             ____________ _____________  _________ __________
  Outstanding at end of Period  4,011,598 $        1.18  4,022,598  $    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 September 30, 2004, are presented in the table below:

                     Warrants Outstanding            Warrants Exercisable
        __________________________________________  _________________________
Range of         Weighted-Average Weighted-Average            Weighted-Average
Exercise   Number   Remaining        Exercise       Number        Exercise
Prices  Outstanding Contractual Life   Price      Exercisable       Price
_____________________________________________________________________________
  $.70       250,000     2.00 years     $     .70       250,000     $    .70
$1.00-1.10 2,886,598     1.25 years     $    1.05     2,886,598     $   1.05
$1.75-2.00   875,000     1.00 years     $    1.96       875,000     $   1.96
          __________                                 __________
          4,011,598                                  4,011,598

  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.
                               F-10
<PAGE>
                  IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - CAPITAL STOCK [Continued]

  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 September 30, 2004 and 2003, and
  changes during the years then ended is presented below:

                                     September  30, 2004  September 30, 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                              -            -            -          -
  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                      -   $        -            -  $       -
                            ____________   __________    _________  _________

  A summary of the status of the options granted under the stock option plan
  and other agreements at September 30, 2004, are presented in the table
  below:

                       Options Outstanding           Options Exercisable
         __________________________________________  _________________________
Range of          Weighted-Average Weighted-Average           Weighted-Average
Exercise   Number   Remaining         Exercise         Number     Exercise
Prices  Outstanding Contractual Life   Price        Exercisable     Price
___________________________________________________ __________________________
$.86-1.00   350,000    1.50 years    $   .96             350,000     $    .98
$    2.00   300,000    6.25 years    $  2.00             300,000     $   2.00
         __________                                   __________
            650,000                                      650,000

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. The Company has no federal net operating loss carryover and
  a state net operating loss carryover of approximately $113,000 at September
  30, 2004.
                               F-11
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

  At September 30, 2004, the total of all deferred tax assets was
  approximately $115,000. 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. However,
  the Company has generated sufficient income in recent periods to utilize
  the federal net operation loss and part of the state net operating loss.
  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 September 30, 2004.  The net change
  in the valuation allowance for the six months ended September 30, 2004 was
  a decrease of approximately $169,000.

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

                                               September 30,  September 30,
                                                   2004           2003
                                                _________       _________
       Excess of tax over financial
         accounting depreciation                $     918       $  12,601
       Allowance for obsolete inventory            59,080          48,996
       Allowance for bad debt                      45,138          35,702
       Net operating loss carryover - state         9,984          28,105
       Net operating loss carryover - federal           -         114,617
       Contribution carryover                           -           1,898

  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 six months ended:

                                                 September 30,  September 30,
                                                    2004            2003
                                                  _________      _________
       Computed tax at the expected
         federal statutory rate                      34.00%         34.00%
       State income taxes, net of federal benefit     8.84           5.83
       Compensation due to options/warrants              -              -
       Valuation allowance                          (41.06)        (33.38)
       Other                                           .79           4.64
                                                  ________       __________
       Effective income tax rates                     2.57%          11.09%
                                                  ________       __________
                               F-12
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

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

                                                September 30,  September 30,
                                                   2004            2003
                                               _____________________________
       Current income tax expense:
             Federal                           $    125,696     $       -
             State                                        -        11,244
                                               ____________     _________
       Net current tax expense                 $    125,696     $  11,244
                                               ____________     _________

       Deferred tax expense (benefit) resulted from:
        Excess of tax over financial accounting
          depreciation                         $     19,283     $  (1,918)
        Contribution carryover                            -             -
        Net operating loss                           32,599        44,019
        Valuation allowance                        (169,158)      (33,849)
        Allowance for obsolete inventory            (12,144)      (17,926)
        Allowance for bad debts                      14,301         9,674
                                               ____________     _________
       Net deferred tax expense                $   (115,119)    $       -
                                               ____________     _________

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

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 Six
                                               Months Ended  Months Ended
                                              September 30,  September 30,
                                        ___________________ _______________
                                           2004      2003    2004    2003
                                        _________ _________ _________ ________
   Income (loss) available to common
     shareholders (Numerator)           $  17,812 $  13,852 $ 307,841 $ 90,153
                                        _________ _________ _________ ________
   Weighted average number of common
    shares outstanding used in earnings
    (loss) per share during the period
    (Denominator)                      8,722,152 8,711,152 8,722,152 8,572,333
                                      __________ _________ _________ _________
   Weighted average number of common
    shares outstanding used in diluted
    earnings (loss) per share during
    the period (Denominator)           8,812,079 8,732,363 9,590,891 9,062,287
                                      __________ _________ _________ _________
                               F-13
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11   EARNINGS (LOSS) PER SHARE [Continued]

  At September 30, 2004,  the Company had options to purchase 300,000 shares
  of common stock at $2.00 per share and warrants to purchase 2,445.000
  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.

  At September 30, 2003, the Company had options to purchase 300,000 shares
  of common stock at $2.00 per share and warrants to purchase 750,000 shares
  of common stock at $2.00 per share that were not included in the
  computation of earnings (loss) per share because their effects are anti-
  dilutive.

NOTE 12   RELATED PARTY TRANSACTIONS

  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 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 September 30, 2004 and March 31, 2004, the balance owing on the line of
  credit was $225,000.  During the nine months ended September 30, 2004 and
  2003 the Company recorded interest expense of $13,957 and $14,410 in
  connection with the line.

NOTE 13   CONCENTRATIONS

  Sales - During the six months ended September 30, 2004, the Company had
  three significant customers which accounted for 23%, 20%, and 14% and of
  sales.

  For the six months ended September 30, 2003, the Company had three
  significant customers which accounted for 43%, 18%, and 12% and 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 September 30, 2004, the Company had three
  customers which accounted for 23%, 20% and 11% of the Company's accounts
  receivable balances.
                               F-14
<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 September 30, 2004 and September 30, 2003.
          -----------------------------------------------------------

     Net sales for the three month period ending September 30, 2004, were
$1,034,146 an increase of 11%, compared to the same three month period
ending September 30, 2003.  We experienced a decrease in the cost of goods
sold, as a percentage of net sales of 45% compared to 56%, for the three month
period ending September 30, 2003.  The reason for this decrease in the cost of
goods sold was associated with a higher proportionate sales of our topical
cream.

     Selling, general and administrative expenses for the three month period
ending September 30, 2004, were $434,512, compared to $378,247 for the three
month period ending September 30, 2003.  The increase was due primarily to
funding of clinical studies. Net income was $17,812 for the three month period
ending September 30, 2004, compared to a net income of $13,853 for the quarter
ended September 30, 2003.

          Six months ended September 30, 2004 and September 30, 2003
          ----------------------------------------------------------

     Net sales for the six month period ending September 30, 2004, was
$2,220,309 an increase of 19%, compared to the same six month period
ending September 30, 2003.

     Net income for the six month period ending September 30, 2004, was
$307,841 compared to $90,153 for the six month period ending September 30,
2003. Both higher sales and greater margins accounted for the increase in
income.

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

     Our net working capital position as of September 30, 2004, was $1,685,676
compared to $811,370 at September 30, 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.

     Our three largest customers accounted for 23%, 20% and 14% of our net
sales for the three months ended September 30, 2004.

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 have been named as a defendant in three currently pending
lawsuits alleging that a product containing ephedra caused injuries and/or
damages.  The suits are filed, respectively in California, Mississippi, and
Connecticut.  Insurance coverage exists in terms of defense costs and
liability for each case.   We deny any and all alleged wrongdoing and intend
to vigorously defend these lawsuits.  Although ultimate liability cannot be
determined at the present time, we believe that the amount of liability from
these actions, if any, will not have a material adverse effect on our results
of operations or financial condition.

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

         During the quarterly period ended September 30, 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 September 1, 2004, we filed a Definitive Proxy Statement for
notice of our Annual Meeting to be held on October 27, 2004.  We will be
voting for three directors and the increase of the number of shares issuable
under our stock option plan from 800,000 to 1,500,000 shares.  For more
information on the Annual Meeting, see the Definitive Proxy Statement that was
filed with the Securities and Exchange Commission on September 1, 2004 at
sec.gov.

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: 11/22/2004                   By/s/William P. Spencer
      --------------                 -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 11/22/2004                   By/s/Debra L. Spencer
      --------------                 -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director