UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-Q




(Mark
One)




xQuarterly
Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
1934




For
quarterly period ended December
31, 2010




 ̈Transition
Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of
1934




For the
transition period from _____ to _____




COMMISSION
FILE NUMBER 033-24138-D




IMAGENETIX,
INC.


(Exact
name of registrant as specified in its charter)




NEVADA
                
                87-0463772(State
      or other jurisdiction of incorporation or
                  organization)
                
                (I.R.S.
      Employer Identification
No.)





10845
      Rancho Bernardo Road, Suite 105San Diego,
      California  92127(Address
      of principal executive
offices)




Registrant’s
telephone number (including area code)  (858)
674-8455




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


Yes xNo ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈   No
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.




Large
      accelerated filer  ̈
                
                Accelerated
      filer  ̈
                
                Non-accelerated
      filer  ̈
                
                Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈ Nox




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




Common Stock, $.001 par
    value
                  11,811,288(Class)
                  Outstanding
      at February 18,
2011









Imagenetix,
Inc.




INDEX





PagePART
      I. FINANCIAL
      INFORMATIONItem
      1.
                                    Financial
      Statements:Condensed
      Consolidated Balance Sheets as of December 31, 2010 (unaudited) and March
      31, 2010
                                    
                                    3Condensed
      Consolidated Statements of Operations for the three and nine months ended
      December 31, 2010 and 2009 (unaudited)
                                    
                                    4Condensed
      Consolidated Statements of Cash Flows for the nine months ended December
      31, 2010 and 2009 (unaudited)
                                    
                                    5Notes
      to Unaudited Condensed Consolidated Financial Statements
                                    
                                    6Item
      2.
                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                    
                                    13Item
      3.
                                    Quantitative
      and Qualitative Disclosures About Market Risk
                                    
                                    *Item
      4T.
                                    Controls
      and Procedures
                                    
                                    20PART
      II. OTHER
      INFORMATIONItem
      1.
                                    Legal
      Proceedings
                                    
                                    20Item
      1A.
                                    Risk
      Factors
                                    
                                    20Item
      2.
                                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                                    
                                    *Item
      3.
                                    Defaults
      Upon Senior Securities
                                    
                                    *Item
      4.
                                    Reserved
                                    
                                    *Item
      5.
                                    Other
      Information
                                    
                                    *Item
      6.
                                    Exhibits
                                    
                                    23SIGNATURES
                                    
                                    24




*
            No
      information provided due to inapplicability of the
  item.




2




PART
I – FINANCIAL INFORMATION




Item
1.  Financial Statements




Imagenetix,
Inc.


Condensed
Consolidated Balance Sheets





December
      31,
                    
                    
                    March
      31,2010
                    
                    
                    2010(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    170,729
                    
                    
                    $
                    981,510Accounts
      receivable, net
                    
                    
                    959,212
                    
                    
                    
                    1,049,047Inventories,
      net
                    
                    
                    988,224
                    
                    
                    
                    1,350,041Prepaid
      expenses and other current assets
                    
                    
                    282,155
                    
                    
                    
                    150,690Deferred
      tax asset
                    
                    
                    2,034,300
                    
                    
                    
                    932,800Total
      current assets
                    
                    
                    4,434,620
                    
                    
                    
                    4,464,088Property and equipment,net
                    
                    
                    66,660
                    
                    
                    
                    89,137Long-term
      prepaid expenses
                    
                    
                    9,000
                    
                    
                    
                    18,000Other
      assets
                    
                    
                    116,980
                    
                    
                    
                    124,598Total Assets
                    
                    $
                    4,627,260
                    
                    
                    $
                    4,695,823LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Secured
      note payable to a bank
                    
                    $
                    1,025,000
                    
                    
                    $
                    -Convertible
      notes
                    
                    
                    294,335
                    
                    
                    
                    -Accounts
      payable
                    
                    
                    709,713
                    
                    
                    
                    996,827Accrued
      liabilities
                    
                    
                    67,201
                    
                    
                    
                    82,392Customer
      deposits
                    
                    
                    22,075
                    
                    
                    
                    25,374Contract
      payable
                    
                    
                    74,474
                    
                    
                    
                    85,972Total
      current liabilities
                    
                    
                    2,192,798
                    
                    
                    
                    1,190,565Stockholders' equityPreferred
      stock, $.001 par value; 5,000,000 shares authorized: none
      outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.001 par value; 50,000,000 shares authorized: 11,811,288 and
      11,010,788 issued and outstanding at December 31 and March 31, 2010,
      respectively
                    
                    
                    11,810
                    
                    
                    
                    11,010Capital
      in excess of par value
                    
                    
                    13,465,098
                    
                    
                    
                    12,801,171Accumulated
      deficit
                    
                    
                    (11,042,446
                    )
                    
                    
                    (9,306,923
                    )Total
      stockholders' equity
                    
                    
                    2,434,462
                    
                    
                    
                    3,505,258Total
      Liabilities and Stockholders' Equity
                    
                    $
                    4,627,260
                    
                    
                    $
                    4,695,823




See
accompanying  notes to unaudited condensed consolidated financial
statements.


3




Imagenetix,
Inc.


Condensed
Consolidated Statements of Operations


(Unaudited)





Three Months Ended
                          
                          
                          Nine Months EndedDecember 31,
                          
                          
                          December 31,
                          
                          
                          December 31,
                          
                          
                          December 31,2010
                          
                          
                          2009
                          
                          
                          2010
                          
                          
                          2009Net
      sales
                          
                          $
                          1,696,394
                          
                          
                          $
                          1,765,049
                          
                          
                          $
                          6,001,380
                          
                          
                          $
                          5,367,958Cost
      of sales
                          
                          
                          1,279,231
                          
                          
                          
                          878,224
                          
                          
                          
                          3,460,732
                          
                          
                          
                          2,972,876Gross
      profit
                          
                          
                          417,163
                          
                          
                          
                          886,825
                          
                          
                          
                          2,540,648
                          
                          
                          
                          2,395,082Operating
      expenses:Selling,
      general and administrative
                          
                          
                          1,816,058
                          
                          
                          
                          573,214
                          
                          
                          
                          3,287,866
                          
                          
                          
                          1,956,139Payroll
      expense
                          
                          
                          272,163
                          
                          
                          
                          325,386
                          
                          
                          
                          834,375
                          
                          
                          
                          848,925Consulting
      expense
                          
                          
                          353,169
                          
                          
                          
                          433,761
                          
                          
                          
                          1,105,722
                          
                          
                          
                          1,008,667Operating
      expenses
                          
                          
                          2,441,390
                          
                          
                          
                          1,332,361
                          
                          
                          
                          5,227,963
                          
                          
                          
                          3,813,731Operating
      loss
                          
                          
                          (2,024,227
                          )
                          
                          
                          (445,536
                          )
                          
                          
                          (2,687,315
                          )
                          
                          
                          (1,418,649
                          )Other
      income (expense):Other
      income
                          
                          
                          5
                          
                          
                          
                          3,477
                          
                          
                          
                          1,177
                          
                          
                          
                          5,675Gain
      on settlement
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,250,000Interest
      expense
                          
                          
                          (43,643
                          )
                          
                          
                          -
                          
                          
                          
                          (158,085
                          )
                          
                          
                          (2,405
                          )Other
      income (expense):
                          
                          
                          (43,638
                          )
                          
                          
                          3,477
                          
                          
                          
                          (156,908
                          )
                          
                          
                          1,253,270Loss
      before income taxes
                          
                          
                          (2,067,865
                          )
                          
                          
                          (442,059
                          )
                          
                          
                          (2,844,223
                          )
                          
                          
                          (165,379
                          )Income
      tax provision
                          
                          
                          (865,900
                          )
                          
                          
                          (147,900
                          )
                          
                          
                          (1,108,700
                          )
                          
                          
                          (9,100
                          )Net
      loss
                          
                          $
                          (1,201,965
                          )
                          
                          $
                          (294,159
                          )
                          
                          $
                          (1,735,523
                          )
                          
                          $
                          (156,279
                          )Basic
      and diluted net loss per share
                          
                          $
                          (0.10
                          )
                          
                          $
                          (0.03
                          )
                          
                          $
                          (0.15
                          )
                          
                          $
                          (0.01
                          )Basic
      and diluted weighted average common shares outstanding
                          
                          
                          11,811,288
                          
                          
                          
                          11,010,788
                          
                          
                          
                          11,645,175
                          
                          
                          
                          11,010,788





See
accompanying  notes to unaudited condensed consolidated financial
statements.


4




Imagenetix,
Inc.


Consolidated
Statements of Cash Flows


(Unaudited)





Nine Months Ended December 31,2010
                                  
                                  
                                  2009Operating
      activities:Net
      loss
                                  
                                  $
                                  (1,735,523
                                  )
                                  
                                  $
                                  (156,279
                                  )Adjustments
      to reconcile net loss to cash provided by (used in) operating
      activities:Amortization
      and depreciation
                                  
                                  
                                  39,057
                                  
                                  
                                  
                                  39,855Provision
      for doubtful accounts
                                  
                                  
                                  (25,000
                                  )
                                  
                                  
                                  11,000Provision
      for returns and discounts
                                  
                                  
                                  59,000
                                  
                                  
                                  
                                  -Provision
      for inventory obsolescence
                                  
                                  
                                  (40,202
                                  )
                                  
                                  
                                  (41,142
                                  )Non
      cash expense related to debt discount on notes
                                  
                                  
                                  5,440
                                  
                                  
                                  
                                  -Non
      cash expense related to issuance of warrants and granting of stock
      options
                                  
                                  
                                  253,398
                                  
                                  
                                  
                                  134,378Changes
      in assets and liabilities:(Increase)
      decrease in accounts receivable
                                  
                                  
                                  55,835
                                  
                                  
                                  
                                  (253,498
                                  )(Increase)
      decrease in inventories
                                  
                                  
                                  402,019
                                  
                                  
                                  
                                  411,426(Increase)
      decrease in other assets
                                  
                                  
                                  (154,265
                                  )
                                  
                                  
                                  (48,500
                                  )(Increase)
      decrease in deferred taxes
                                  
                                  
                                  (1,076,900
                                  )
                                  
                                  
                                  (9,100
                                  )Increase
      (decrease) in accounts payable
                                  
                                  
                                  (287,114
                                  )
                                  
                                  
                                  262,264Increase
      (decrease) in accrued liabilities
                                  
                                  
                                  (15,191
                                  )
                                  
                                  
                                  (8,586
                                  )Increase
      (decrease) in customer deposits
                                  
                                  
                                  (3,299
                                  )
                                  
                                  
                                  (30,539
                                  )Increase (decrease) in income taxes
      payable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (69,803
                                  )Net cash provided by (used in) operating
      activities
                                  
                                  
                                  (2,522,745
                                  )
                                  
                                  
                                  241,476Investing
      activities:Purchases of property and
      equipment
                                  
                                  
                                  (1,762
                                  )
                                  
                                  
                                  -Net cash used in investing
      activities
                                  
                                  
                                  (1,762
                                  )
                                  
                                  
                                  -Financing
      activities:Payments
      on contracts payable
                                  
                                  
                                  (102,599
                                  )
                                  
                                  
                                  (50,975
                                  )Proceeds
      from contracts payable
                                  
                                  
                                  91,101
                                  
                                  
                                  
                                  114,391Payments
      on patent license financed
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,980
                                  )Proceeds
      from bridge loans, convertible notes and bank financings
                                  
                                  
                                  1,735,000
                                  
                                  
                                  
                                  -Payments
      on bridge loans
                                  
                                  
                                  (410,000
                                  )
                                  
                                  
                                  -Proceeds
      from exericse of warrants
                                  
                                  
                                  224
                                  
                                  
                                  
                                  -Proceeds from sale of common
      stock
                                  
                                  
                                  400,000
                                  
                                  
                                  
                                  -Net cash provided by financing
      activities
                                  
                                  
                                  1,713,726
                                  
                                  
                                  
                                  60,436Net
      increase (decrease) in cash and cash equivalents
                                  
                                  
                                  (810,781
                                  )
                                  
                                  
                                  301,912Cash and cash
      equivalents, beginning of
      period
                                  
                                  
                                  981,510
                                  
                                  
                                  
                                  1,225,723Cash and cash
      equivalents,end of
      period
                                  
                                  $
                                  170,729
                                  
                                  
                                  $
                                  1,527,635Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                                  
                                  $
                                  75,848
                                  
                                  
                                  $
                                  2,405Income
      taxes
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  69,803Non
      Cash Investing and Financing Activities:Debt
      discount on convertible notes
                                  
                                  $
                                  11,105
                                  
                                  
                                  $
                                  -


See
accompanying  notes to unaudited condensed consolidated financial
statements.





5




IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements





1.
            BASIS OF
      PRESENTATION





The
consolidated financial statements of Imagenetix, Inc. ("Imagenetix") presented
herein have been prepared pursuant to the rules of the Securities and Exchange
Commission for quarterly reports on Form 10-Q and do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America. These statements should be read in conjunction
with our audited consolidated financial statements and notes thereto included in
Form 10-K for the year ended March 31, 2010.





In the
opinion of management, the interim consolidated financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of the
results for interim periods. Operating results for the three and nine month
periods are not necessarily indicative of the results that may be expected for
the year.





Earnings Per
Share





We follow
the Financial Accounting Standards Board Accounting Standards Codification
("ASC") No. 260.  Under ASC No. 260, basic earnings per share is
calculated as earnings available to common stockholders divided by the weighted
average number of common shares outstanding.  Diluted earnings per
share is calculated as net income divided by the diluted weighted average number
of common shares. The diluted weighted average number of common shares is
calculated using the treasury stock method for common stock issuable pursuant to
outstanding stock options and common stock warrants and were antidilutive for
the periods ended December 31, 2010. See Note 8 for a discussion of commitments
to issue additional shares of common stock and warrants.





Stock Based
Compensation





We
account for stock based compensation under ASC Nos. 718 and 505. ASC Nos. 718
and 505 require all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
their fair values.





We have
selected the Black-Scholes method of valuation for share-based compensation. The
charge is recognized in non-cash compensation, which is included in stock-based
compensation expense, on a straight-line basis over the remaining service period
based on the options’ original estimate of fair value.





We apply
ASC Nos. 718 and 505 in valuing options granted to consultants and estimate the
fair value of such options using the Black-Scholes option-pricing model. The
fair value is recorded as consulting expense as services are provided. Options
granted to consultants for which vesting is contingent based on future
performance are measured at their then current fair value at each period end,
until vested.





Research
and Development





We incur
expenses to further develop our products and formulas, commission entities to
perform clinical trials and evaluate potential products to expand our
portfolio.  In addition, we recently received a new patent for a drug
candidate which, if successful, will address periodontal diseases.  We
have started the initial new drug process and have completed several animal
studies.  During the three and nine months ended December 31, 2010 we
incurred research and development expenses of $2,325 and $21,816, respectively,
compared to $14,188 and $65,083 for the corresponding periods of the previous
fiscal year.


6


IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)





2.
            NEW
      ACCOUNTING STANDARDS





In
February 2010, the FASB issued a standards update on improving disclosures about
subsequent events so that SEC filers no longer are required to disclose the date
through which subsequent events have been evaluated in originally issued and
revised financial statements.  This update to the standards is
effective for this interim report.  The adoption of this update to the
standards did not impact our financial statements as it only impacts the
footnote disclosures.  We have included the applicable disclosure in
Note 10- Subsequent Events.





A variety
of proposed or otherwise potential accounting standards are currently under
study by standard-setting organizations and various regulatory
agencies.  Because of the tentative and preliminary nature of these
proposed standards, management has not determined whether implementation of such
proposed standards would be material to the Company’s consolidated financial
statements.





3.
            ACCOUNTS
      RECEIVABLE





Accounts
receivable are carried at the expected realizable value. Accounts receivable
consisted of the following:


December 31,
                        
                        
                        March 31,2010
                        
                        
                        2010Accounts
      receivable - trade
                        
                        $
                        1,129,212
                        
                        
                        $
                        1,185,047Allowance
      for doubtful accounts
                        
                        
                        (25,000
                        )
                        
                        
                        (50,000
                        )Allowance
      for returns and discounts
                        
                        
                        (145,000
                        )
                        
                        
                        (86,000
                        )Accounts receivable, net
                        
                        $
                        959,212
                        
                        
                        $
                        1,049,047





At
December 31, 2010, we had three customers which accounted for 41%, 32% and 13%,
respectfully, of our accounts receivable balances.At March 31,
2010, we had three customers which accounted for 48%, 21% and 10%, respectfully,
of our accounts receivable balances.





For the
nine months ended December 31, 2010, we had two significant customers which
accounted for 64% and 11%, respectfully, of sales.  For the nine
months ended December 31, 2009, we had three significant customers which
accounted for 32%, 18%, and 15%, respectfully, of sales.




4.
            INVENTORIES





Inventories
consist of the following:


7




IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)





December 31,
                        
                        
                        March 31,2010
                        
                        
                        2010Raw
      materials
                        
                        $
                        396,091
                        
                        
                        $
                        1,032,817Finished
      products
                        
                        
                        506,314
                        
                        
                        
                        216,099Boxes,
      labels, tubes & bottles
                        
                        
                        195,622
                        
                        
                        
                        251,1301,098,027
                        
                        
                        
                        1,500,046Less
      reserve for obsolescence
                        
                        
                        109,803
                        
                        
                        
                        150,005$
                        988,224
                        
                        
                        $
                        1,350,041




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,
                            
                            
                            March 31,2010
                            
                            
                            2010Trademarks
                            
                            $
                            13,032
                            
                            
                            $
                            13,032Patent
                            
                            
                            172,965
                            
                            
                            
                            172,965Deferred
      tax asset
                            
                            
                            31,800
                            
                            
                            
                            24,600217,797
                            
                            
                            
                            210,597Less
      accumulated amortization
                            
                            
                            100,817
                            
                            
                            
                            85,999$
                            116,980
                            
                            
                            $
                            124,598




6.
            SECURED NOTE PAYABLE TO A
      BANK





In June
2010, we entered into an asset based line of credit with a bank.  The
terms of the agreement enable us to borrow up to 65% of our accounts receivables
and up to $300,000 of our inventory subject to certain
limitations.  The maximum amount we can borrow is $1,500,000 of which
$1,025,000 was outstanding at December 31, 2010.  The interest rate on
the outstanding balance is the greater of the prime rate plus 1.75% or 5% plus a
monthly maintenance fee of 0.25% and an annual facility fee of 1% of the maximum
borrowing amount.  The bank has been given a secured position in the
assets of the company.  At December 31, 2010, we were not in
compliance with a covenant requiring us to have net income of at least $50,000
on a rolling three month basis starting October 2010.   As a
result of this non-compliance, the bank may cease making further loans under
this line of credit, call the balance, or exercise its security interest in the
assets of the Company.  We anticipate the bank will issue a waiver
concerning this non-compliance.


8


IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)





7.
              CONVERTIBLE
      NOTES





Overview. In May 2010 and
September 2010, we sold an aggregate of $710,000 of 7% convertible notes to a
group of 6 individual investors.   The notes issued in May 2010
aggregating to $410,000 were repaid by the Company in June 2010 under a call
provision which included a 7% premium payment to the note
holders.  The convertible notes entitle the note holder, unless a call
provision is exercised by the Company before the initial maturity date of the
note, to convert the principal into our common stock.  Interest on the
notes  is payable quarterly in cash or at the earlier of maturity,
conversion to common stock, or on the exercise of the call provision previous to
maturity by  the Company.





Number of Shares Notes May Be
Converted Into. The notes can be converted into a number of our common
shares at a conversion price equal to $0.50 per share.





Warrants. Concurrent with the
issuance of the convertible notes, we issued to the note holders warrants to
purchase shares of our common stock. These warrants are exercisable for five
years from the date of issuance at an exercise price of $0.50 per
share.  At the option of the note holder, at the conclusion of the
initial six month term, the convertible notes may be renewed for additional six
month terms.  Should the note be extended, an additional like warrant
will be issued to the note holder.





The
following table presents the status, as of December 31and March 31, 2010, of our convertible
debentures:





As ofDecember 31, 2010
                  
                  
                  March 31, 2010Convertible
      debentures issued
                  
                  $
                  300,000
                  
                  
                  $
                  -Less
      debt discount
                  
                  
                  (5,665
                  )
                  
                  
                  -294,335
                  
                  
                  
                  -Less
      current portion
                  
                  
                  (294,335
                  )
                  
                  
                  -Long
      term portion
                  
                  $
                  -
                  
                  
                  $
                  -Maturity
      dates of outstanding convertible debenturesMarch
      2011
                  
                  $
                  300,000
                  
                  
                  $
                  -




8.
            EQUITY
      TRANSACTIONS





In May
2010, we issued 800,000 shares of restricted common stock to two institutional
investors for an aggregated amount of $400,000, or $0.50 per share.





During
the three and nine months ended December 31, 2010, we recorded non-cash interest
of $9,622 and $76,797 as a result of notes we entered into during the
periods.  We also recorded non-cash compensation of $26,895 and
$149,145 and non-cash selling, general and administrative expense of $9,152 and
$27,456 for stock options and warrants issued to employees and
consultants.  For the three and nine months ended December 31, 2009,
we recorded non-cash compensation of $38,332 and $80,497 and non-cash selling,
general and administrative expense of $53,881 and $53,881 for stock options and
warrants issued to employees




9




IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)





and
consultants.  The significant assumptions used in the Black Sholes
model to estimate the expenses for the issuance of stock options and warrants
are as follows:





Three months ended December 31,
                        
                        Nine months ended December 31,2010
                        
                        
                        2009
                        
                        2010
                        
                        2009Expected
      term of options and warrants
                        
                        -
                        
                        
                        5
      years
                        
                        5
      years
                        
                        5
      yearsExpected
      volatility
                        
                        -
                        
                        
                        78%
                        
                        78%
      to 79%
                        
                        73%-78%Expeceted
      dividends
                        
                        -
                        
                        
                        None
                        
                        None
                        
                        NoneRisk-free
      interest rate
                        
                        -
                        
                        
                        2.16%
      to 2.25%
                        
                        1.28%
      to 2.01%
                        
                        2.16%-2.95%Forteitures
                        
                        -
                        
                        
                        0%
                        
                        0%
                        
                        0%




A summary
of the options outstanding follows:





For the Nine Months EndedDecember 31, 2010WeightedAverageExerciseOptions
                              
                              Shares
                              
                              
                              PriceOutstanding
      at beginning of year
                              
                              
                              1,589,000
                              
                              
                              $
                              1.26Granted
                              
                              
                              895,000
                              
                              
                              
                              0.38Cancelled
                              
                              
                              (594,000
                              )
                              
                              
                              2.04Exercised
                              
                              
                              -
                              
                              
                              
                              -Outstanding
      at end of the period
                              
                              
                              1,890,000
                              
                              
                              $
                              0.60Exercisable
      at end of the the period
                              
                              
                              1,442,500
                              
                              
                              $
                              0.67Weighted
      average fair value of options granted during the period
                              
                              
                              895,000
                              
                              
                              $
                              0.24




As of
December 31, 2010, the unamortized portion of stock compensation expense on all
existing stock options was $71,720.


10




IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)




A summary
of other warrants outstanding follows:


For the Nine Months EndedDecember 31, 2010WeightedAverageExerciseWarrants
                            
                            Shares
                            
                            
                            PriceOutstanding
      at beginning of year
                            
                            
                            3,960,707
                            
                            
                            $
                            1.15Granted
                            
                            
                            501,341
                            
                            
                            
                            0.47Cancelled
                            
                            
                            (3,310,207
                            )
                            
                            
                            1.19Exercised
                            
                            
                            (500
                            )
                            
                            
                            0.45Outstanding
      at end of the period
                            
                            
                            1,151,341
                            
                            
                            $
                            0.74Exercisable
      at end of the the period
                            
                            
                            1,151,341
                            
                            
                            $
                            0.74Weighted
      average fair value of warrants granted during the period
                            
                            
                            501,341
                            
                            
                            $
                            0.28





9.
            INCOME
      TAXES





We have
adopted ASC 740 which prescribes a comprehensive model of how a company should
recognize, measure, present, and disclose in its financial statements uncertain
tax positions that the company has taken or expects to take on a tax
return.  ASC 740 states that a tax benefit from an uncertain position
may be recognized if it is "more likely than not" that the position is
sustainable, based upon its technical merits. The tax benefit of a qualifying
position is the largest amount of tax benefit that is greater than 50
percent likely of being realized upon ultimate settlement with a taxing
authority having full knowledge of all relevant information.





Upon
adoption of ASC 740, there was no impact to our consolidated financial
statements.  We estimate that the unrecognized tax benefit will not
change significantly within the next twelve months.  We will continue
to classify income tax penalties and interest as part of selling, general and
administrative expense in our statements of operations.  Accrued
interest on uncertain tax positions is not significant.  There are no
penalties accrued as of December 31, 2010.  The following table
summarizes the open tax years for each major jurisdiction:





Jurisdiction
                
                Open Tax
                  YearsFederal
                
                2007
      – 2009California
                
                2007
      – 2009





As we
have had significant net operating loss carry forwards, even if certain of our
tax positions were disallowed, it is not foreseen that we would have to pay any
taxes in the near future. Consequently, we do not calculate the impact of
interest or penalties on amounts that might be disallowed.


11


IMAGENETIX,
INC.


Notes
to the Unaudited Condensed Consolidated Financial Statements
(Continued)





10.
            FAIR
      VALUE OF FINANCIAL INSTRUMENTS





In
January 2010, the Financial Accounting Standards Board (FASB) issued
authoritative guidance for fair value measurements, which requires additional
disclosures and clarifications to existing disclosures. This authoritative
guidance requires a reporting entity to disclose separately the amounts of
significant transfers in and out of Level 1 and Level 2 investments
and describe the reasons for these transfers. This authoritative guidance also
requires enhanced disclosure of activity in Level 3 investments. The new
disclosures and clarifications of existing disclosures became effective for
Imagenetix in the first quarter of fiscal year 2011 and had no impact on our
consolidated financial position, results of operations or cash
flows.





11.
            SUBSEQUENT
      EVENTS





In
accordance with FASB ASC Topic 855- Subsequent Events, general standards are
established for the accounting and disclosures of events that occurred after the
balance sheet date but before financial statements are issued or are available
to be issued.  For the three months ended December 31, 2010, we
evaluated, for potential recognition and disclosure, events that occurred
through the date of the filing of our Quarterly Report on form 10Q for the three
and nine months ended December 31, 2010, and determined no adjustment or
additional disclosure is needed.


12


ITEM
2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.





THE
FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO OUR
FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF
FACTORS, INCLUDING THOSE DESCRIBED BELOW UNDER THE SUB-HEADING, "RISK FACTORS."
SEE ALSO OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31,
2010.




Overview




We
develop, formulate and market over-the-counter, natural-based nutritional
supplements and skin care products. Our products are proprietary, often
supported by scientific studies which we request and are offered through
multiple channels of distribution, including direct marketing companies, also
known as network marketing or multi-level marketing companies, and chain store
retailers. Our primary product is Celadrin® a product formulation which we sell
to the mass market through retailers and on a private label basis to wholesale
customers.





A key
part of our marketing strategy is to provide to our wholesale customers a
"turnkey" approach to the marketing and distribution of our products. This
turnkey approach provides these customers with all the services necessary to
market our products, including developing specific product formulations,
providing supporting scientific studies regarding the effectiveness of the
product and arranging for the manufacture and marketing of the
product.





We sell
Celadrin® and BioGuard®, our own branded products, directly to the mass markets
through retailers.  We also develop and sell products and formulations
to businesses and organizations that market these products through multiple
channels of distribution, including direct marketing companies, mass marketing
companies, medical, health and nutritional professionals, medical newsletters
and direct response radio and television. We also offer Celadrin® products
through wholesale customers that in turn offer their products containing
Celadrin® to mass market retailers.





Management's discussion and analysis or
plan of operation is based upon the Company's financial statements. These
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America. These principles require management to
make certain estimates, judgments and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates based on historical experience and various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.





Critical Accounting Policies and
Estimates





We have identified four accounting
principles that we believe are key to an understanding of our financial
statements. These important accounting policies require management's most
difficult, subjective judgments.





1. 
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 collectability of
specific customer accounts and the aging of the accounts
receivable.  In addition, based on historical information, management
estimates the amount of returned or damaged product and customers’ advertising
allowances that may be deducted from outstanding accounts
receivable.  If there were a deterioration of a major customer’s
creditworthiness, or actual defaults or allowances 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.


13




2.    Inventory


Inventory
is carried at the lower of cost or market. Cost is determined by the first-in
first-out method.  At each period end, management adjusts the
inventory allowance based on estimates.  These estimates take into
account


spoilage,
yields, obsolescence and overstocked inventory amounts.





3.   Revenue
Recognition




We
recognize revenue in accordance with the SEC’s Staff Accounting Bulletin
No. 104, “Revenue Recognition in Financial Statements” (SAB104) and ASC
605.   SAB 104 requires that four basic criteria be met before
revenue can be recognized: 1) there is evidence that an arrangement exists; 2)
delivery has occurred; 3) the fee is fixed or determinable; and 4)
collectability is reasonably assured. ASC 605 states that revenue from sales
transactions where the buyer has the right to return the product shall be
recognized at the time of sale only if (1) the seller’s price to the buyer
is substantially fixed or determinable at the date of sale; (2) the buyer
has paid the seller, or the buyer is obligated to pay the seller and the
obligation is not contingent on  resale of the product; (3) the
buyer’s obligation to the seller would not be changed in the event of theft or
physical destruction or damage of the product; (4) the buyer acquiring the
product for resale has economic substance apart from that provided by the
seller; (5) the seller does not have significant obligations for future
performance to directly bring about resale of the product by the buyer; and
(6) the amount of future returns can be reasonably estimated. We recognize
revenue upon determination that all criteria for revenue recognition have been
met. The criteria are usually met at the time title passes to the customer,
which usually occurs upon shipment. Revenue from shipments where title passes
upon delivery is deferred until the shipment has been delivered.




We
account for payments made to customers in accordance with ASC 605, which states
that cash consideration (including a sales incentive) given by a vendor to a
customer is presumed to be a reduction of the selling prices of the vendor’s
products or services and, therefore, should be characterized as a reduction of
revenue when recognized in the vendor’s income statement, rather than a sales
and marketing expense. We have various agreements with customers that provide
for discounts and rebates. These agreements are classified as a reduction of
revenue. Certain other costs associated with customers that meet the
requirements of ASC 605 are recorded as sales and marketing
expense.




We
guarantee customer satisfaction. Our policy requires the customer to return the
unused product to the retailer from whom they originally purchased
it.  We pay the retailer for the returned product plus a handling
cost. We periodically assess the adequacy of this policy and record a reserve as
necessary.   At December 31, 2010, we had established a reserve
of $145,000 to allow for potential customer returns, advertising and
discounts.




We review
gross revenue for estimated returns of private label contract manufacturing
products and direct-to-consumer products. The estimated returns are based upon
the trailing six months of private label contract manufacturing gross sales and
our historical experience for both private label contract manufacturing and
direct-to-consumer product returns. However, the estimate for product returns
does not reflect the impact of a large product recall resulting from product
nonconformance or other factors as such events are not predictable nor is the
related economic impact estimable.   For the three months ended
December 31, 2010, there were no returns that would suggest a liability needed
to be recorded.




As part
of the services we provide to our private label contract manufacturing
customers, we may perform, but are not required to perform, certain research and
development activities related to the development or improvement of their
products. While our customers typically do not pay directly for this service,
the cost of this service is included as a component of the price we charge to
manufacture and deliver their products.





4.   Income
Taxes


Deferred
income taxes are provided using the liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of the changes in tax laws
and rates on the date of enactment.




14


When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that would be ultimately sustained.  The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any.  Tax positions taken are
not offset or aggregated with other portions.  Tax positions that meet
the more-likely-than-not recognition threshold are measured as the largest
amount of tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority.  The portion of the
benefits associated with the tax positions taken that exceed the amount measured
as described above is reflected as a liability for unrecognized tax benefits in
the accompanying balance sheet along with any associated interest and penalties
that would be payable to the taxing authorities upon examination.




Selected
Financial Information




Results
of Operations




Three
Months Ended December 31, 2010 Compared to Three Months Ended December 31,
2009




Three Months Ended
                  
                  
                  Increase12/31/2010
                  
                  
                  12/31/2009
                  
                  
                  (Decrease)
                  
                  
                  %Statements
      of Operations:Net
      sales
                  
                  $
                  1,696,000
                  
                  
                  $
                  1,765,000
                  
                  
                  $
                  (69,000
                  )
                  
                  
                  -3.9
                  %Cost
      of goods sold
                  
                  
                  1,279,000
                  
                  
                  
                  878,000
                  
                  
                  
                  401,000
                  
                  
                  
                  45.7
                  %%
      of net sales
                  
                  
                  75.4
                  %
                  
                  
                  49.7
                  %
                  
                  
                  25.7
                  %
                  
                  
                  51.6
                  %Gross
      profit
                  
                  
                  417,000
                  
                  
                  
                  887,000
                  
                  
                  
                  (470,000
                  )
                  
                  
                  -53.0
                  %%
      of net sales
                  
                  
                  24.6
                  %
                  
                  
                  50.3
                  %
                  
                  
                  -25.7
                  %
                  
                  
                  -51.1
                  %Operating
      expensesSelling,
      general and administrative
                  
                  
                  1,816,000
                  
                  
                  
                  573,000
                  
                  
                  
                  1,243,000
                  
                  
                  
                  216.9
                  %Payroll
      expense
                  
                  
                  272,000
                  
                  
                  
                  325,000
                  
                  
                  
                  (53,000
                  )
                  
                  
                  -16.3
                  %Consulting
      expense
                  
                  
                  353,000
                  
                  
                  
                  434,000
                  
                  
                  
                  (81,000
                  )
                  
                  
                  -18.7
                  %Total
      operating expenses
                  
                  
                  2,441,000
                  
                  
                  
                  1,332,000
                  
                  
                  
                  1,109,000
                  
                  
                  
                  83.3
                  %Interest
      expense
                  
                  
                  (44,000
                  )
                  
                  
                  -
                  
                  
                  
                  (44,000
                  )
                  
                  NMOther
      income
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  (3,000
                  )
                  
                  
                  -100.0
                  %Income
      tax provision
                  
                  
                  (866,000
                  )
                  
                  
                  (148,000
                  )
                  
                  
                  718,000
                  
                  
                  
                  -485.1
                  %Net
      loss
                  
                  
                  (1,202,000
                  )
                  
                  
                  (294,000
                  )
                  
                  
                  (908,000
                  )
                  
                  
                  308.8
                  %Net
      loss per share basic
                  
                  
                  (0.10
                  )
                  
                  
                  (0.03
                  )
                  
                  
                  (0.07
                  )
                  
                  
                  233.3
                  %Net
      loss per share diluted
                  
                  
                  (0.10
                  )
                  
                  
                  (0.03
                  )
                  
                  
                  (0.07
                  )
                  
                  
                  233.3
                  %




Net
Sales




Net sales
for the quarter ended December 31, 2010 decreased $69,000, a 3.9% decrease, to
$1,696,000 compared to $1,765,000 for the quarter ended December 31,
2009.  The primary reason for the sales decrease are increases in
sales of our own branded products, Celadrinâ and BioGuardâ, to the mass market offset
by decreases in wholesale and distributor sales as follows:


15




Breakdown
of net sales





Three Months Ended December 31,2010
                                              
                                              
                                              2009
                                              
                                              
                                              Increase$
                                              
                                              
                                              %
                                              
                                              
                                              $
                                              
                                              
                                              %
                                              
                                              
                                              (Decrease)Wholesale
                                              
                                              $
                                              160,000
                                              
                                              
                                              
                                              9
                                              %
                                              
                                              $
                                              297,000
                                              
                                              
                                              
                                              17
                                              %
                                              
                                              $
                                              (137,000
                                              )Mass
      market
                                              
                                              
                                              1,510,000
                                              
                                              
                                              
                                              89
                                              %
                                              
                                              
                                              1,159,000
                                              
                                              
                                              
                                              66
                                              %
                                              
                                              
                                              351,000Distibutors
                                              
                                              
                                              26,000
                                              
                                              
                                              
                                              2
                                              %
                                              
                                              
                                              309,000
                                              
                                              
                                              
                                              18
                                              %
                                              
                                              
                                              (283,000
                                              )$
                                              1,696,000
                                              
                                              
                                              
                                              100
                                              %
                                              
                                              $
                                              1,765,000
                                              
                                              
                                              
                                              100
                                              %
                                              
                                              $
                                              (69,000
                                              )




With the
expansion to all Costco stores of both Celadrin® and BioGuard®, the initial
shipment of Celadrin® to 800 Walmart stores and expansion of BioGuard® to all
RiteAid stores, we anticipate mass market sales to continue to be our leading
revenue generator.




Cost of Goods
Sold




Cost of
goods sold as a percentage of net sales increased to 75% for the quarter ended
December 31, 2010 compared to 50% for the quarter ended December 31,
2009.  This increase was the result of promotional advertising
campaigns in the form of manufacturer rebates at both Costco and RiteAid
stores.  We anticipate this percentage to decrease as a result of
continued mass market penetration and a reduction in the promotional
programs.




Selling, General and
Administrative




Selling,
general and administrative expenses increased $1,243,000, a 217% increase, to
$1,816,000 for the quarter ended December 31, 2010 compared to $573,000 for the
quarter ended December 31, 2009.   This increase was primarily
due to an increase in print and television advertising and in store
demonstrations of our products totaling approximately $1,273,000.  We
anticipate future decreases in selling, general and administrative expenses as
we stabilize our advertising campaign for Celadrin® and BioGuard®.




Payroll
Expense




Payroll
expense decreased to $272,000 for the quarter ended December 31, 2010, a
decrease of 16% or $53,000, compared to $325,000 for the quarter ended December
31, 2009.   This decrease was a result of non-cash compensation
decreases related to employee stock options for the current fiscal period
compared to the previous year fiscal period.




Consulting
Expenses




Consulting
expenses decreased to $353,000 for the quarter ended December 31, 2010, a
decrease of 19% or $81,000,  compared to $434,000 for the quarter
ended December 31, 2009.  This decrease was a result of a reduction in
marketing consulting services offset by an increase in legal
expenses.




Interest
Expense




Interest
expense of $44,000 was recognized during the quarter ended December 31, 2010
compared to $0 for the quarter ended December 31, 2009.  This increase
was the result of non-cash interest of $15,000 coupled with cash payments of
$29,000 related to the issuance of bridge loans and an asset based line of
credit with a bank.




Provision for Income
Taxes




An income
tax benefit of $866,000 was recognized during the current quarter compared to a
benefit from taxes of $148,000 recognized during the quarter ended December 31,
2009.




16




Nine
months Ended December 31, 2010 Compared to Nine months Ended December 31,
2009




Nine Months Ended
                  
                  
                  Increase12/31/2010
                  
                  
                  12/31/09
                  
                  
                  (Decrease)
                  
                  
                  %Statements
      of Operations:Net
      sales
                  
                  $
                  6,001,000
                  
                  
                  $
                  5,368,000
                  
                  
                  $
                  633,000
                  
                  
                  
                  11.8
                  %Cost
      of goods sold
                  
                  
                  3,460,000
                  
                  
                  
                  2,973,000
                  
                  
                  
                  487,000
                  
                  
                  
                  16.4
                  %%
      of net sales
                  
                  
                  57.7
                  %
                  
                  
                  55.4
                  %
                  
                  
                  2.3
                  %
                  
                  
                  4.1
                  %Gross
      profit
                  
                  
                  2,541,000
                  
                  
                  
                  2,395,000
                  
                  
                  
                  146,000
                  
                  
                  
                  6.1
                  %%
      of net sales
                  
                  
                  42.3
                  %
                  
                  
                  44.6
                  %
                  
                  
                  -2.3
                  %
                  
                  
                  -5.1
                  %Operating
      expensesSelling,
      general and administrative
                  
                  
                  3,288,000
                  
                  
                  
                  1,956,000
                  
                  
                  
                  1,332,000
                  
                  
                  
                  68.1
                  %Payroll
      expense
                  
                  
                  834,000
                  
                  
                  
                  849,000
                  
                  
                  
                  (15,000
                  )
                  
                  
                  -1.8
                  %Consulting
      expense
                  
                  
                  1,106,000
                  
                  
                  
                  1,009,000
                  
                  
                  
                  97,000
                  
                  
                  
                  9.6
                  %Total
      operating expenses
                  
                  
                  5,228,000
                  
                  
                  
                  3,814,000
                  
                  
                  
                  1,414,000
                  
                  
                  
                  37.1
                  %Interest
      expense
                  
                  
                  (158,000
                  )
                  
                  
                  (2,000
                  )
                  
                  
                  (156,000
                  )
                  
                  
                  7800.0
                  %Settlement
      income
                  
                  
                  -
                  
                  
                  
                  1,250,000
                  
                  
                  
                  (1,250,000
                  )
                  
                  
                  -100.0
                  %Other
      income
                  
                  
                  1,000
                  
                  
                  
                  6,000
                  
                  
                  
                  (5,000
                  )
                  
                  
                  -83.3
                  %Income
      tax provision
                  
                  
                  (1,108,000
                  )
                  
                  
                  (9,000
                  )
                  
                  
                  (1,099,000
                  )
                  
                  
                  12211.1
                  %Net
      loss
                  
                  
                  (1,736,000
                  )
                  
                  
                  (156,000
                  )
                  
                  
                  (1,580,000
                  )
                  
                  
                  1012.8
                  %Net
      loss per share basic
                  
                  
                  (0.15
                  )
                  
                  
                  (0.01
                  )
                  
                  
                  (0.14
                  )
                  
                  
                  1400.0
                  %Net
      loss per share diluted
                  
                  
                  (0.15
                  )
                  
                  
                  (0.01
                  )
                  
                  
                  (0.14
                  )
                  
                  
                  1400.0
                  %




Net
Sales




Net sales
for the nine months ended December 31, 2010 increased $633,000, a 12% increase,
to $6,001,000 compared to $5,368,000 for the nine months ended December 31,
2009.  The primary reasons for the sales increase are an increase in
sales of our own branded product, Celadrinâ and BioGuardâ, to the mass market offset
by a decrease in wholesale sales as follows:




Breakdown
of net sales





Nine Months Ended December 31,2010
                      
                      
                      2009
                      
                      
                      Increase$
                      
                      
                      %
                      
                      
                      $
                      
                      
                      %
                      
                      
                      (Decrease)Wholesale
                      
                      $
                      699,000
                      
                      
                      
                      12
                      %
                      
                      $
                      2,156,000
                      
                      
                      
                      40
                      %
                      
                      $
                      (1,457,000
                      )Mass
      market
                      
                      
                      4,532,000
                      
                      
                      
                      76
                      %
                      
                      
                      2,122,000
                      
                      
                      
                      40
                      %
                      
                      
                      2,410,000Distibutors
                      
                      
                      770,000
                      
                      
                      
                      13
                      %
                      
                      
                      1,090,000
                      
                      
                      
                      20
                      %
                      
                      
                      (320,000
                      )$
                      6,001,000
                      
                      
                      
                      100
                      %
                      
                      $
                      5,368,000
                      
                      
                      
                      100
                      %
                      
                      $
                      633,000




With the
expansion to all Costco stores of both Celadrin® and BioGuard®, the initial
shipment of Celadrin® to 800 Walmart stores and the expansion of BioGuard® to
all RiteAid stores, we anticipate mass market sales to continue to be our
leading revenue generator.




17




Cost of Goods
Sold




Cost of
goods sold as a percentage of net sales increased to 58% for the nine months
ended December 31, 2010 compared to 55% for the nine months ended December 31,
2009.  This increase was the result of advertising allowances and
promotions on our mass market sales.  We anticipate this percentage to
stabilize as the increase in our mass market sales allows for a continuing
economy of scale to be recognized on both product costs and advertising
allowances.




Selling, General and
Administrative




Selling,
general and administrative expenses increased $1,332,000, a 68% increase, to
$3,288,000 for the nine months ended December 31, 2010 compared to $1,956,000
for the nine months ended December 31, 2009.   This increase was
primarily due to an increase in advertising expenses.  We anticipate
future decreases in Selling, general and administrative expenses as we stabilize
our advertising campaign for Celadrin® and BioGuard®.




Payroll
Expense




Payroll
expense decreased to $834,000 for the nine months ended December 31, 2010, a
decrease of 2% or $15,000, compared to $849,000 for the nine months ended
December 31, 2009.   This decrease was a result of non-cash
compensation decreases related to employee stock options for the current fiscal
period compared to the previous year fiscal period.




Consulting
Expenses




Consulting
expenses increased to $1,106,000 for the nine months ended December 31, 2010, an
increase of 10% or $97,000, compared to $1,009,000 for the nine months ended
December 31, 2009.  This increase was a result of increased legal
expenses offset by marketing related consulting expenses.




Interest
Expense




Interest
expense of $158,000 was recognized during the nine months ended December 31,
2010 compared to $2,000 for the nine months ended December 31,
2009.  This increase was the result of non-cash interest coupled with
cash payments related to the issuance of bridge loans and an asset based line of
credit with a bank.




Provision for Income
Taxes




An income
tax benefit of $1,108,000 was recognized during the current nine months compared
to an income tax benefit of $9,000 recognized during the nine months ended
December 31, 2009.




18




Capital
Resources




Working
Capital





Increase12/31/2010
                  
                  
                  3/31/2010
                  
                  
                  (Decrease)Current
      assets
                  
                  $
                  4,434,620
                  
                  
                  $
                  4,464,088
                  
                  
                  $
                  (29,468
                  )Current
      liabilities
                  
                  
                  2,192,798
                  
                  
                  
                  1,190,565
                  
                  
                  
                  1,002,233Working
      capital
                  
                  $
                  2,241,822
                  
                  
                  $
                  3,273,523
                  
                  
                  $
                  (1,031,701
                  )Long-term
      debt
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Stockholders'
      equity
                  
                  $
                  2,434,462
                  
                  
                  $
                  3,505,258
                  
                  
                  $
                  (1,070,796
                  )





Statements
of Cash Flows Select Information





Nine Months Ended
                  
                  
                  Increase12/31/2010
                  
                  
                  12/31/2009
                  
                  
                  (Decrease)Net
      cash provided by (used in):Operating
      activities
                  
                  $
                  (2,522,745
                  )
                  
                  $
                  241,476
                  
                  
                  $
                  (2,764,221
                  )Investing
      activities
                  
                  $
                  (1,762
                  )
                  
                  $
                  -
                  
                  
                  $
                  (1,762
                  )Financing
      activities
                  
                  $
                  1,713,726
                  
                  
                  $
                  60,436
                  
                  
                  $
                  1,653,290





Balance
Sheet Select Information





Increase12/31/2010
                  
                  
                  3/31/2010
                  
                  
                  (Decrease)Cash
      and cash equivalients
                  
                  $
                  170,729
                  
                  
                  $
                  981,510
                  
                  
                  $
                  (810,781
                  )Accounts
      receivable, net
                  
                  $
                  959,212
                  
                  
                  $
                  1,049,047
                  
                  
                  $
                  (89,835
                  )Inventories,
      net
                  
                  $
                  988,224
                  
                  
                  $
                  1,350,041
                  
                  
                  $
                  (361,817
                  )Notes
      payable
                  
                  $
                  1,319,335
                  
                  
                  $
                  -
                  
                  
                  $
                  1,319,335




Liquidity




We have
historically financed our operations internally and through debt and equity
financings. At December 31, 2010, we had cash holdings of $170,729, a decrease
of $810,781 compared to March 31, 2010.  Our net working capital
position at December 31, 2010, was $2,241,822 compared to $3,273,523 as of March
31, 2010.  We have initiated a direct mass market strategy with our
own products, Celadrin® and BioGuard.  We continue to develop our drug
candidate which, if the drug is successfully commercialized, will address
periodontal diseases.  We have started the initial new drug process
and have completed several animal studies.
A significant portion of our working capital may be needed to implement the mass
market advertising campaign, increase inventory to accommodate an increase in
orders, finance an increase in receivables as a result of increased sales
activity and fund new drug development trials.


19


During
the nine months ended December 31, 2010, we sold common stock for cash
aggregating $400,000 to two institutional investors.  In June 2010, we
entered into an asset based line of credit with a bank for up to $1,500,000 to
finance accounts receivable, inventory and advertising.  At December
31, 2010, the line of credit had a balance of $1,025,000.  The bank
has been given a secured position in the assets of the
company.   At December 31, 2010, we were not in compliance with a
covenant requiring us to have at least $50,000 rolling three month profits
starting in October 2010.In
September 2010, we also issued $300,000 of convertible notes with an initial six
month maturity date renewable for additional periods at the option of the note
holder or convertible into our common stock at a conversion rate of $0.50 per
share. We believe that our cash position plus potential debt or equity
financings will be sufficient to fund our operating activities for at least the
next 12 months.





New
Accounting Standards





See Note
2- Recent Accounting Pronouncements- to our condensed consolidated financial
statements included in Item 1 of this Form 10-Q for discussion of recent
accounting pronouncements.




ITEM
4T.     CONTROLS AND PROCEDURES.




Our Chief
Executive Officer and our Chief Financial Officer conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e))
as of December 31, 2010. Based on their evaluation, they concluded that our
disclosure controls and procedures were effective and designed to give
reasonable assurance that the information required to be disclosed by us in
reports that we file or submit under the Exchange Act was made known to them by
others and was recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms. There was no change in our internal
controls that occurred during the period covered by this Quarterly Report on
Form 10-Q that has materially affected, or is reasonably likely to affect, our
internal controls over financial reporting.





PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





TriPharma
Arbitration





On April
30, 2010, TriPharma, Inc., a customer of Imagenetix, filed a legal action
in the United States Southern District Court of California, case number
10CV0933IEG, related to an Exclusive Marketing and Supply Agreement, as amended
on June 19, 2008.   TriPharma asserts that Imagenetix breached
the terms of the Agreement and seeks injunctive relief and unspecified
damages.  The Company denies the allegations and believes the claims
to be frivolous and totally devoid of merit. The Company has retained litigation
counsel and intends to vigorously defend the claims. The amount, if any, of
ultimate liability with respect to the foregoing cannot be determined. Despite
the inherent uncertainties of litigation, the Company at this time does not
believe that TriPharma's claim will have a material adverse impact on its
financial condition, results of operations, or cash flows.





ITEM
1A.  RISK FACTORS.




Risk
Factors




You
should consider the following discussion of risks as well as other information
regarding our common stock. The risks and uncertainties described below are not
the only ones. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. If
any of the following risks actually occur, our business could be
harmed.





There
Is Only One Supplier for Celadrin®. If We Are Unable to Purchase Celadrin® from
This Supplier, Our Business Would Be Harmed.





There is
only one supplier for Celadrin®, which we use in approximately 61% of our
products and which represented approximately 72% of our sales for the year ended
March 31, 2010. We will rely upon Celadrin® to expand our product lines and
revenue in the future. If our Celadrin® supplier goes out of business or elects
for any reason not to supply us with Celadrin®, we would have to find another
Celadrin® supplier or suffer a significant reduction in our
revenue.




20


We
Rely upon a Limited Number of Customers the Loss of Which Would Reduce Our
Revenue and Any Earnings.





Our
largest customers accounted for 64% and 11% of our net sales for the nine months
ended December 31, 2010 and 42% and 15% for the year ended March 31,
2010.  During the previous fiscal year, we entered into a buyout
agreement with our largest customer at that time which resulted in no
significant revenue from that customer in future periods.  We have
several other customers with increased revenue during the three months ended
December 31, 2010 which offset the loss of this significant
customer.  If not replaced by other large customers, the loss of any
significantly large customer could reduce our revenue and adversely affect our
cash flow and earnings, if any.





We
Rely upon Other Outside Suppliers to Produce Our Products Which Could Delay Our
Product Deliveries.





All of
our products are produced by outside manufacturers who process ingredients
provided to them by our suppliers and with whom we have contracts. Our profit
margins and our ability to deliver products on a timely basis are dependent upon
these manufacturers and suppliers. Should any of these manufacturers or
suppliers fail to provide us with product, we would be required to obtain new
manufacturers and suppliers, which would be costly and time consuming and could
delay our product deliveries.




Product
Liability Claims Against Us Could Be Costly.





Some of
our nutritional supplements contain newly-introduced ingredients or combinations
of ingredients, and we have little long-term health information about
individuals consuming those ingredients. If any of these products were thought
or proved to be harmful, we could be subject to litigation. Although we carry
product liability insurance in the face amount of $1,000,000 per occurrence and
$2,000,000 in the aggregate and require our suppliers and manufacturers to
include us as insured parties on their product liability insurance policies, our
coverage may not be adequate to protect us from potential product liability
claims and costs of defense.





We
Are Subject to Intense Competition from Other Nutritional Supplement Marketers
Which Could Reduce Our Revenue and Profit Margins.





Competition
in the nutritional supplement market is intense. We compete with numerous
companies that have longer operating histories, more products and greater name
recognition and financial resources than we do. In order to compete, we could be
forced to lower our product prices, which would reduce our revenue and profit
margins.





We
Are Highly Regulated, Which Increases Our Costs of Doing Business.





We are
subject to laws and regulations which cover:





•
            the formulation,
      manufacturing, packaging, labeling, distribution, importation, sale and
      storage ofour
      products;





•
            the
      health and safety of food and
drugs;





•
            trade
      practice and direct selling laws;
and





•
            product claims and advertising by
      us; or for which we may be held
  responsible.




21


Compliance
with these laws and regulations is time consuming and expensive. Moreover, new
regulations could be adopted that would severely restrict the products we sell
or our ability to continue our business. We are unable to predict the nature of
any future laws, regulations, interpretations or applications, nor can we
predict what effect additional governmental regulations or administrative
orders, when and if promulgated, would have on our business in the future. These
future changes could, however, require the reformulation or elimination of
certain products; imposition of additional record keeping and documentation
requirements; imposition of new federal reporting and application requirements;
modified methods of importing, manufacturing, storing or distributing certain
products; and expanded or different labeling and substantiation requirements for
certain products and ingredients. Any or all of these requirements could harm
our business.





There
Are Limitations on the Liability of Our Officers and Directors Which May
Restrict Our Stockholders from Bringing Claims.





Our
Bylaws substantially limit the liability of our officers and directors to us and
our stockholders for negligence and breach of fiduciary or other duties to us.
This limitation may prevent stockholders from bringing claims against our
officers and directors in the future.





Shares
of Our Common Stock Which Are Eligible for Sale by Our Stockholders May Decrease
the Price of Our Common Stock.





We have
11,811,288 common shares outstanding which are freely tradable or saleable under
Rule 144.  We also have outstanding common stock warrants, convertible
notes and stock options exercisable into up to 3,641,341 shares of common stock
which could become free trading if exercised.   If our
stockholders sell substantial amounts of our common stock, the market price of
our common stock could decrease.





There
is a Limited but Potentially Volatile Trading Market in Our Common Stock, Which
May Adversely Affect Our Stock Price.





Our
common stock trades on the Electronic Bulletin Board. The Bulletin Board tends
to be highly illiquid, in part because there is no national quotation system by
which potential investors can track the market price of shares except through
information received or generated by a limited number of broker-dealers that
make a market in particular stocks. There is a greater chance of market
volatility for securities that trade on the Bulletin Board as opposed to a
national exchange or quotation system. This volatility may be caused by a
variety of factors, including:





•
            The lack of readily
      available price quotations;





•
            The
      absence of consistent administrative supervision of "bid" and "ask"
      quotations;





•
            Lower
      trading volume; and





•
            Market
      conditions.





There
could be wide fluctuations in the market price of our common stock. These
fluctuations may have an extremely negative effect on the market price of our
securities and may prevent an investor from obtaining a market price equal to
his purchase price when he attempts to sell our securities in the open market.
In these situations, the investor may be required to either sell our securities
at a market price which is lower than his purchase price, or to hold our
securities for a longer period of time than he planned.





Because
Our Common Stock May Be Classified as "Penny Stock," Trading in it Could Be
Limited, and Our Stock Price Could Decline.





In the
future, our common stock may fall under the definition of "penny stock" if our
net tangible assets decline below $2,500,000. In such event, trading in our
common stock would be limited because broker-dealers will be required to provide
their customers with disclosure documents prior to allowing them to participate
in transactions involving our common stock. These disclosure requirements are
burdensome to broker-dealers and may discourage them from allowing their
customers to participate in transactions involving our common
stock.


22


"Penny
stocks" are equity securities with a market price below $5.00 per share, other
than a security that is registered on a national exchange or included for
quotation on the NASDAQ system, unless, as in our case, the issuer has net
tangible assets of more than $2,000,000 and has been in continuous operation for
greater than three years. Issuers who have been in operation for less than three
years must have net tangible assets of at least $5,000,000.





Rules
promulgated by the Securities and Exchange Commission under Section 15(g) of the
Exchange Act require broker-dealers engaging in transactions in penny stocks, to
first provide to their customers a series of disclosures and documents,
including:





•
            A
      standardized risk disclosure document identifying the risks inherent in
      investment in pennystocks;





•
            All
      compensation received by the broker-dealer in connection with the
      transaction;





•
            Current
      quotation prices and other relevant market data;
  and





•
            Monthly
      account statements reflecting the fair market value of the securities. In
      addition, theserules
      require that a broker-dealer obtain financial and other information from a
      customer, determinethat
      transactions in penny stocks are suitable for such customer and deliver a
      written statement tosuch
      customer setting forth the basis for this
  determination.




ITEM
6.     EXHIBITS.




Exhibit
      No.
                  
                  Title31.1
                  
                  302
      Certification of William P. Spencer, Chief Executive
    Officer31.2
                  
                  302
      Certification of Lowell W. Giffhorn, Chief Financial
    Officer32.1
                  
                  906
      Certification of William P. Spencer, Chief Executive
    Officer32.2
                  
                  906
      Certification of Lowell W. Giffhorn, Chief Financial
    Officer


23




SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





IMAGENETIX,
      INC.a
      Nevada corporationDate:  February
      18, 2011
              
              By:
              /s/ WILLIAM P. SPENCERWilliam
      P. SpencerChief
      Executive Officer(Principal
      Executive Officer and duly authorizedto
      sign on behalf of the
Registrant)




24