U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


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

     For the quarterly period ended June 30, 2002

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

     For the transition period from _________________ to __________________


                       Commission File No. 33-24138-D


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


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


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

                Issuer's Telephone Number:  (800) 323-1688


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.

(1)  Yes  X    No                  (2)  Yes   X     No
         ---      ---                        ---      ---

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

                                  N/A

                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

                             June 30, 2002

                    Common Voting Stock - 8,550,000 shares


                      PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
          ---------------------

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes.  In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

       UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         JUNE 30, 2002
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY



                             CONTENTS

                                                               PAGE

        Unaudited Condensed Consolidated Balance Sheets,
           June 30, 2002 and March 31, 2002                          1

        Unaudited Condensed Consolidated Statements of
           Operations, for the three months ended
           June 30, 2002 and 2001                                    2

        Unaudited Condensed Consolidated Statements of
           Cash Flows for the three months ended June 30, 2002
           and 2001                                              3 - 4

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

<CAPTION>
          UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                              ASSETS
                                              June 30,       March 31,
                                                2002           2002
                                             ____________   ____________
<S>                                           <C>          <C>
CURRENT ASSETS:
  Cash in bank                                $   142,862   $    303,986
  Account receivable, net                         732,852        569,739
  Inventory, net                                  876,649      1,040,609
  Prepaid expenses                                  5,000          5,000
                                             ____________   ____________
        Total Current Assets                    1,757,363      1,919,334

PROPERTY AND EQUIPMENT, net                       111,863        119,050

OTHER ASSETS                                       47,482         85,886
                                             ____________   ____________
                                             $  1,916,708   $  2,124,270
                                             ============   ============

               LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                           $    405,584   $    512,992
  Accrued liabilities                              14,501         20,809
  Customer Deposits                                44,587         43,153
  Income tax payable                               21,330         22,130
  Notes payable-related party                      20,436         20,436
  Current portion of capital leases                 2,349          2,634
  Line of credit-related party                    177,259        177,585
                                             ____________   ____________
        Total Current Liabilities                 686,046        799,739

CAPITAL LEASE LIABILITIES:
  Capital lease liabilities, less current
   portion                                          2,467          5,719
                                             ____________   ____________
        Total Liabilities                         688,513        802,824
                                             ____________   ____________
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value, 5,000,000
   shares authorized, no shares issued and
   outstanding                                          -              -
  Common stock, $.001 par value, 50,000,000
   shares authorized, 8,550,000 shares issued
   and outstanding                                  8,550          8,550
  Capital in excess of par value                2,270,540      1,862,213
  Retained earnings                            (1,050,895)      (549,317)
                                             ____________   ____________
        Total Stockholders' Equity              1,228,195      1,321,446
                                             ____________   ____________
                                             $  1,916,708   $  2,124,270
                                             ============   ============
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements

Note: The balance sheet as of March 31, 2002 was taken from the audited
financial statements at that date and condensed.
                                1
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

        UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                    For the Three
                                                    Months Ended
                                                      June 30,
                                            __________________________
                                                  2002         2001
                                            ____________   ___________
<S>                                         <C>             <C>
NET SALES                                    $  961,554    $ 1,064,394

COST OF GOODS SOLD                               664,182       752,389
                                            ____________   ___________
GROSS PROFIT                                     297,372       312,005

EXPENSES:
  General and administrative                     359,329       288,383
  Non cash consulting expense                    408,327             -
                                            ____________   ___________
      Total Expenses                             767,656       288,383
                                            ____________   ___________
OPERATING INCOME (LOSS)                         (470,284)       23,622
                                            ------------   -----------
OTHER INCOME (EXPENSE):
  Interest income                                      2         1,972
  Interest (expense)                             (31,296)       (3,330)
                                            ____________   ___________
        Total Other Income (Expense)             (31,294)       (1,358)
                                            ____________   ___________
INCOME BEFORE INCOME TAXES                      (501,578)       22,264

CURRENT TAX EXPENSE                                    -             -

DEFERRED TAX EXPENSE (BENEFIT)                         -             -
                                            ____________   ___________
NET INCOME                                  $   (501,578)  $    22,264
                                            ============   ===========
EARNINGS (LOSS) PER SHARE:
  Basic earnings (loss) per common share    $       (.06)  $       .00
                                            ============   ===========
  Diluted earnings (Loss) per common share  $        N/A   $       .00
                                            ============   ===========
</TABLE>
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statement.
                                2
<PAGE>
<TABLE>
                 IMAGENETIX, INC. AND SUBSIDIARY

    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                       For the Three
                                                       Months Ended
                                                          June 30,
                                              ______________________________
                                                      2002        2001
                                              _______________  _____________
<S>                                          <C>               <C>
Cash Flows from Operating Activities:
  Net income (loss)                           $     (501,578)  $      22,264
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation & amortization expense                7,861           5,859
    Non-cash expense                                 432,801         100,204
    Deferred taxes                                                         -
    Changes in assets and liabilities:
      (Increase) decrease in account receivable     (163,113)       (517,249)
      (Increase) decrease in inventory               163,960        (376,484)
      (Increase) decrease in receivable - employee         -          12,280
      (Increase) decrease in prepaid expense               -            (148)
      (Increase) in other assets                      13,256               -
      Increase (decrease) in accounts payable       (107,408)        361,893
      (Decrease) in accrued liabilities               (6,308)         (4,177)
      (Decrease) in customer deposits                  1,434          (4,485)
      Increase in income tax payable                    (800)              -
                                              ______________   _____________
        Net Cash Provided by Operating
        Activities                                  (159,895)       (400,043)
                                              ______________   _____________
Cash Flows from Investing Activities:
      Acquisition of office equipment                      -          (4,992)
                                              ______________   _____________
        Net Cash (Used) by Investing Activities            -          (4,992)
                                              ______________   _____________
Cash Flows from Financing Activities:
  Payments on notes payable   related party                -         (27,396)
  Payments on capital leases                            (903)         (1,732)
  Proceeds from line of credit                          (326)              -
                                              ______________   _____________
        Net Cash (Used) by Financing Activities       (1,229)        (29,128)
                                              ______________   _____________
Net Increase (Decrease) in Cash                     (161,124)       (434,163)

Cash at Beginning of Period                          303,986         489,041
                                              ______________   _____________
Cash at End of Period                         $      142,862   $      54,878
                                              ==============   =============
</TABLE>
[Continued]
                                3
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

     UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                      For the Three
                                                      Months Ended
                                                        June 30,
                                              _____________________________
                                                    2002        2001
                                              ______________ ______________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                  $        6,822 $        3,330
    Income taxes                              $            - $            -

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the Period Ended June 30, 2002

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


  For the Period Ended June 30, 2001

     In April 2001, the Company granted options to purchase 25,000 shares of
     common stock at $1.00 per share. The Company recorded expense of $22,570
     related to the granting of these options.

     In April 2001, the Company granted options to purchase 100,000 shares of
     common stock at $.86 per share. The Company recorded expense of $77,634
     related to the granting of these options.


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

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The accompanying consolidated financial statements represent
  the accounts of Imagenetix, Inc. ["Parent"] organized under the laws of the
  State of Nevada on March 28, 1988; and its subsidiary Imagenetix, Inc
  ["Subsidiary"] organized under the laws of the state of Colorado on July
  26, 1996 and its subsidiary Imagenetix ["Imagenetix CA"] organized under
  the laws of the State of California on January 7, 1999, ["The Company"].
  The Company is engaged in the business of developing and marketing
  nutritional supplements and skin care products.

  On March 23, 1999, Subsidiary completed an exchange agreement with
  Imagenetix CA wherein Subsidiary issued 3,900,000 shares of its common
  stock in exchange for all of the outstanding common stock of Imagenetix CA.
  The Acquisition was accounted for as a recapitalization of Imagenetix CA as
  the shareholders of the Imagenetix CA controlled the combined entity after
  the acquisition.  There was no adjustment to the carrying values of the
  assets or liabilities of the Subsidiary or Imagenetix CA as a result of the
  recapitalization.

  During October 2000, the Subsidiary entered into a definitive merger
  agreement and plan of reorganization with Parent. The transaction was
  accounted for as a recapitalization of the Subsidiary, wherein the
  Subsidiary became a wholly owned subsidiary of the Parent. After giving
  effect to the preceding transaction, the parent had 8,550,000 shares of
  common stock, 3,183,750 warrants, and 525,000 options outstanding. In
  connection with the reverse acquisition, the parent changed its name to
  Imagenetix, Inc.

  The Company has, at the present time, not paid any dividends, and any
  dividends that may be paid in the future will depend upon the financial
  requirements of the Company and other relevant factors.

  Condensed Financial Statements   The accompanying financial statements have
  been prepared by the Company without audit.  In the opinion of management,
  all adjustments (which include only normal recurring adjustments) necessary
  to present fairly the financial position, results of operations and cash
  flows at June 30, 2002 and 2001 and for the periods then ended have been
  made.

  Certain information and footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted accounting
  principles in the United States of America have been condensed or omitted.
  It is suggested that these condensed financial statements be read in
  conjunction with the financial statements and notes thereto included in the
  Company's March 31, 2002 audited financial statements.  The results of
  operations for the periods ended June 30, 2002 and 2001 are not necessarily
  indicative of the operating results for the full year.

  Consolidation   All significant intercompany transactions between the
  Parent and Subsidiary, and Subsidiary and Imagenetix CA have been
  eliminated in consolidation.

  Reclassification - The financial statements for periods prior to June 30,
  2002 have been reclassified to conform to the headings and classifications
  used in the June 30, 2002 financial statements.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles in the United
  States of America requires management to make estimates and assumptions
  that effect the reported amounts of assets and liabilities, the disclosures
  of contingent assets and liabilities at the date of the financial
  statements, and the reported amounts of revenues and expenses during the
  reporting period.  Actual results could differ from those estimated by
  management.
                                5
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Cash and Cash Equivalents - For purposes of the financial statements, the
  Company considers all highly liquid debt investments purchased with a
  maturity of three months or less to be cash equivalents. At June 30, 2002,
  the Company had approximately $42,862 in cash balances in excess of
  federally insured limits.

  Inventory   Inventory is carried at the lower of cost or market method
  valuation.

  Property and Equipment   Property and equipment are stated at cost.
  Expenditures for major renewals and betterments that extend the useful
  lives of property and equipment are capitalized, upon being placed in
  service.  Expenditures for maintenance and repairs are charged to expense
  as incurred.  Depreciation is computed for financial statement purposes
  using the straight-line method over the estimated useful lives of the
  assets ranging from 5 to 7 years.

  Trademarks   Costs of purchasing trademarks are amortized on a straight-
  line basis over 17 years.

  Stock Based Compensation   The Company accounts for its stock based
  compensation in accordance with Statement of Financial Accounting Standard
  No. 123  "Accounting for Stock-Based Compensation." This statement
  establishes an accounting method based on the fair value of equity
  instruments awarded to employees as compensation.  However, companies are
  permitted to continue applying previous accounting standards in the
  determination of net income with disclosure in the notes to the financial
  statements of the differences between previous accounting measurements and
  those formulated by the new accounting standard.  The Company has adopted
  the disclosure only provisions of SFAS No. 123, and accordingly, the
  Company has elected to determine net income using previous accounting
  standards.  Equity instruments issued to non-employees are valued based on
  the fair value of the services received or the fair value of the equity
  instruments given up which ever is more reliably measurable.

  Advertising Costs   Costs incurred in connection with advertising and
  promotion of the Company's products are expensed as incurred. Such costs
  amounted to approximately $0 and $0 for the three months ended June 30,
  2002 and 2001, respectively.

  Revenue Recognition   Revenue is recognized when the product is shipped.
  The Company evaluates whether an allowance for estimated returns is
  required based on historical returns.  The Company has not had significant
  returns and accordingly, has not established an estimated allowance for
  returns at June 30, 2002.

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

  Earnings (Loss) Per Share - The computation of earnings (loss) per share is
  based on the weighted average number of shares outstanding during the
  period presented in accordance with Statement of Financial Accounting
  Standards ["SFAS"] No. 128, "Earnings (Loss) Per Share" [See Note 12].
                               6
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently Enacted Accounting Standards - Statement of Financial Accounting
  Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142,
  "Goodwill and Other Intangible Assets", SFAS No. 143, "Accounting for Asset
  Retirement Obligations", SFAS No. 144, "Accounting for the Impairment or
  Disposal of Long-Lived Assets", and SFAS No. 145, "Rescission of FASB
  Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
  Technical Corrections", were recently issued.  SFAS No. 141, 142, 143, 144
  and 145 have no current applicability to the Company or their effect on the
  financial statements would not have been significant.

NOTE 2   INVENTORY

  Inventory consists of the following at:
                                                  June 30,   March 31,
                                                    2002       2002
                                                 ______________________
          Raw Materials                          $748,719   $ 1,036,827
          Boxes, labels, tubes & bottles          152,930        28,782
          Reserve for obsolete inventory          (25,000)      (25,000)
                                                 __________ ___________
                  Total Inventory                $876,649   $ 1,040,609
                                                 ========== ===========

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

NOTE 3 - PROPERTY AND EQUIPMENT

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

                                                   June 30,    March 31,
                                                     2002          2002
                                                  __________   __________
       Lease-hold improvements                    $  107,572   $  107,572
       Office equipment                               44,202       44,202
       Leased equipment                               21,341       21,341
       Less accumulated depreciation                 (61,252)     (54,065)
                                                  __________   __________
                                                  $  111,863   $  119,050
                                                  ==========   ==========

  Depreciation expense for the three months ended June 30, 2002 and 2001 was
  $7,187 and $5,756, respectively.

  The Company has pledged its property and equipment as collateral against a
  line of credit. [See Note 7]
                                7
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4   ACCOUNTS RECEIVABLE

  Accounts receivable is carried at the expected realizable value. Accounts
  receivable consisted of the following:
                                                   June 30,    March 31,
                                                     2002        2002
                                                  __________  __________
          Accounts receivable - trade             $  764,923  $  625,063
          Allowance for doubtful accounts            (32,071)    (55,324)
                                                  __________  __________

                  Accounts receivable, net        $  732,852  $  569,739
                                                  __________  __________

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

NOTE 5   OTHER ASSETS

  The following is a summary of intangible assets which is included in "Other
  Assets" on the face of the balance sheet:
                                                   June 30,    March 31,
                                                     2002        2002
                                                 __________   __________
       Trademarks                                $    8,016   $    8,016
       Globestar                                      3,675        3,675
       Less Amoritization                            (1,949)      (1,285)
                                                 __________   __________
                                                 $    9,742   $   10,416
                                                 ==========   ==========

  For the three months ended June 30, 2002 and 2001 amortization expense was
  $674 and $103, respectively.

  Deposits - The Company has also made a deposit of $13,266 as prepaid rent
  for its corporate offices. This amount is included in "Other Assets" on the
  face of the balance sheet at June 30, 2002.

  Deferred expenses - Line of credit   Two shareholders of the Company agreed
  to provide the Company with a $1,000,000 line of credit. The balance of the
  line of credit accrues interest at a rate of 12% per annum and expires in
  September 2002. The Company granted warrants to purchase 250,000 shares of
  common stock to these shareholders as an incentive for the line of credit.
  The fair value of the warrants was $97,896, of which $73,422 has been
  expensed as interest expense and $24,474 was recorded as deferred expense,
  which is included in "Other Assets" on the face of the balance sheet.  For
  the three months ended June 30, 2002, the Company expensed $24,474 related
  to these warrants.
                                8
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6   NOTES PAYABLE   RELATED PARTY

  The following is a summary of notes payable to related parties, as of:

                                                 June 30       March 31,
                                                   2002         2002
                                                __________    ___________
  10% unsecured note payable to an
      officer/shareholder, due July 20, 2002    $   20,436    $    20,436
                                                __________    ___________
                                                    20,436         20,436
  Less current portion                             (20,436)       (20,436)
                                                __________    ___________
  Long-term portion                                      -    $         -
                                                ==========    ===========

  During the three months ended June 30, 2002 and 2001 the Company recorded
  $514 and $3,330, respectively, for interest on notes payable.

NOTE 7   LINE OF CREDIT

  In October 2001, the Company entered into an line of credit agreement with
  two principal shareholders. The shareholders agreed to provide a line of
  credit in the amount of $1,000,000. The balance on the line of credit
  accrues interest at a rate of 12% per annum.  The line of credit is for
  working capital needs and is secured with the Company's assets.  The line
  of credit expires on September 30, 2002. The Company issued warrants to
  purchase 250,000 shares of common stock at $.70 per share to the
  shareholders as an incentive for the line of credit agreement. The warrants
  have a five- year life and vested immediately. The warrants were valued at
  $97,896 and are being amortized over the life of the line of credit. At
  June 30, 2002, the balance owing on the line of credit was $177,259.

NOTE 8   LEASES OBLIGATIONS

  Capital Lease   The following schedule details equipment purchased under
  capital leases as of:

                                                  June 30,        March 31,
                                                    2002            2002
                                                 ___________     ___________
          Leased equipment                       $    21,341     $    21,341
          Less accumulated depreciation              (13,493)        (12,429)
                                                 ___________     ___________
                                                 $     7,848     $     8,912
                                                 ===========     ===========

  Depreciation expense on capital leases for the three months ended June 30,
  2002 and 2001 amounted to $1,064 and $1,064, respectively.
                                8
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8   LEASES OBLIGATIONS [Continued]

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

                     June 30,                        Principal Payments
                  ______________                      ______________
                       2003                           $          2,349
                       2004                                      2,467
                       2005                                          -
                       2006                                          -
                       2007                                          -
                                                            __________
                                                                 4,815
     Less:  current portion                                      2,349
                                                            __________
     Capital lease obligations   long-term            $          2,467
                                                            ==========

  Operating Lease   The Company has entered into a building lease for its
  office.  The lease on the facility expires on December 31, 2002, and may be
  extended by mutual agreement on a year-to-year basis.  Lease expense for
  the three months ended June 30, 2002 and 2001 amounted to $45,669 and
  $41,844, respectively.  The following is a schedule of minimum annual
  rental payments for the next five years.

                                                     Minimum Annual
                March 31,                            Rental Payments
               __________                             _____________
                  2003                                $       91,338
                  2004                                             -
                  2005                                             -
                  2006                                             -
                  2007                                             -
                                                       _____________
                                                       $      91,338
                                                       _____________

  Sublease   In August 2001, the Company verbally entered into a building
  sublease agreement with a legal consultant of the Company, wherein the
  consultant would share some of the Company's office space. The agreement is
  for $1,300 per month on a month to month basis. For the three months ended
  June 30, 2002, the Company recorded $3,900 of legal expense and as an
  offset to rent expense.
                                10
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9   COMMITMENTS AND CONTINGINCIES

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

  During the three months ended June 30, 2002 and 2001, the Company expensed
  $18,000 and $46,000, respectively related to this agreement.

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

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

NOTE 10   CAPITAL STOCK

  Preferred Stock - The Company has authorized 5,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations and
  to be issued in such series as determined by the Board of Directors.  No
  shares are issued and outstanding at June 30, 2002.

  Common Stock   The Company has authorized 50,000,000 shares of common stock
  at $.001 par value.  At June 30, 2002, the Company had 8,550,000 shares of
  common stock issued and outstanding.

  Stock Bonus Plan   During the year ended March 31, 2000 the Board of
  Directors of the Company adopted a stock bonus plan.  The plan provides for
  the granting of awards of up to 724,500 shares of common stock to officers,
  directors, consultants and employees.  Awards under the plan will be
  granted as determined by the board of directors.  At present, 499,500
  shares have been granted under the plan.  During June 1999 an officer and
  majority shareholder returned and canceled 724,500 shares of common stock
  so that the common shares issued through the stock bonus plan will not
  further dilute the public shareholders of the company.
                                11
<PAGE>
                  IMAGENETIX, INC. AND SUBSIDIAR

  UNADUITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   CAPITAL STOCK [Continued]

  Warrants   At June 30, 2002, the Company had warrants outstanding to
  purchase a total of 4,178,750 shares of common stock at prices ranging from
  $.70 to $2.00 per share. The various types of warrants are explained in the
  following detail.

  The Company's Class A warrants have an exercise price of $1.00 per share of
  common stock. At June 30, 2002, 1,483,750 Class A warrants were
  outstanding.

  The Company's Class B warrants have an exercise price of $1.10 per share of
  common stock. During the three months ended June 30, 2002, the Company
  granted warrants to purchase 600,000 shares of common stock to consultants
  for services valued at $405,060. At June 30, 2002, 1,570,000 Class B
  warrants were outstanding.

  The Company's Class C warrants have an exercise price of $2.00 per share of
  common stock. At March 31, 2002, 750,000 Class C warrants were outstanding.

  The Company's Class D warrants have an exercise price of $1.75 per share of
  common stock. At June 30, 2002, 125,000 Class D warrants were outstanding.

  The Company's Class E warrants have an exercise price of $.70 per share of
  common stock.  At June 30, 2002, 250,000 Class E warrants were outstanding.

  The Class A, C and D warrants are redeemable at $.01 per warrant at the
  option of the Company if there is an effective registration of the
  securities and the closing bid or selling price of the Company's common
  stock for 10 consecutive trading days equal or exceeds $3.00 per share for
  Class A warrants and $6.00 per share for Class C and D warrants.  The Class
  A, C, and D Warrants expire September 30, 2005.  The Class B warrants may
  be exercised from December 19, 2001 through December 19, 2005.  As of June
  30, 2002 none of the warrants had been exercised.

  Stock Option Plan   In October 2000, the Company adopted a Stock Option
  Plan which provides for the granting of stock options intended to qualify
  as "incentive stock option" and "nonqualified stock options" within the
  meaning of Section 422 of the United States Internal Revenue Code of 1986.
  Under the Plan, stock options may be issued to any officer, director, key
  employees, or consultants.

  A summary of the status of the options granted under the stock option plan
  and other agreements at June 30, 2002, are presented in the table below:

                  Options Outstanding                     Options Exercisable
      __________________________________________     _________________________
Range of             Weighted-Avg  Weighted-Avg                  Weighted-Avg
Exercise   Number    Remaining         Exercise        Number      Exercise
Prices  Outstanding Contractual Life    Price      Exercisable      Price
______________________________________________________________________________
$.86-1.00  350,000     3.75 years     $  .96        250,000     $    1.00
$    2.00  300,000     8.50 years     $ 2.00        128,335     $    2.00
           -------                                  -------
           650,000                                  328,335
                                12
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10   CAPITAL STOCK [Continued]

  Stock Options   During the period presented in the accompanying financial
  statements, the Company has granted no options under the 2000 Stock Option
  Plan (the Plan), executive, and other agreements. The Company has adopted
  the disclosure-only provisions of Statement of Financial Accounting
  Standards No. 123. "Accounting for Stock-Based Compensation." Accordingly,
  no compensation cost has been recognized for the stock option plan or other
  agreements.

NOTE 11 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109.  SFAS No. 109 requires the Company
  to provide a net deferred tax asset or liability equal to the expected
  future tax benefit or expense of temporary reporting differences between
  book and tax accounting and any available operating loss or tax credit
  carryforwards.  The Company has a federal net operating loss carryover of
  approximately $327,000 and a state net operating loss carryover of
  approximately $429,000 at June 30, 2002.

  At June 30 and March 31, 2002, the total of all deferred tax assets was
  approximately $166,000 and 139,000, respectively.  The total of all
  deferred tax liabilities was $0 and $0, respectively.  The amount of and
  ultimate realization of the benefits from the deferred tax assets for
  income tax purposes is dependent, in part, upon the tax laws in effect, the
  Company's future earnings, and other future events, the effects of which
  cannot be determined.  Because of the uncertainty surrounding the
  realization of the loss carryforwards the Company has established a
  valuation allowance of approximately $166,000.  The net change in the
  valuation allowance for the three months ended June 30, 2002 was an
  increase of approximately $27,000.

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

                                                              June 30,
                                                                2002
                                                              _________
       Excess of tax over financial
         accounting depreciation                              $   5,409
       Allowance for obsolete inventory                           9,959
       Allowance for bad debt                                    12,775
       Net operating loss carryover - state                      25,033
       Net operating loss carryover - federal                   111,144
       Contribution carryover                                     1,699
                                13
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES [Continued]

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

                                                               June 30,
                                                                2002
                                                              __________
       Current income tax expense:
             Federal                                          $        -
             State                                                     -
                                                              __________
       Net current tax expense                                $        -
                                                              __________

       Deferred tax expense (benefit) resulted from:
        Excess of tax over financial accounting
          depreciation                                        $   (1,913)
        Contribution carryover                                      (219)
        Net operating loss                                       (34,389)
        Valuation allowance                                       27,258
        Allowance for bad debts                                    9,263
                                                              __________
       Net deferred tax expense                               $        -
                                                              ==========

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

The reconciliation of income tax from continuing operations computed at the
U.S. federal statutory tax rate to the Company's effective rate is as follows
for the three months ended:

                                                               June 30,
                                                                2002
                                                              _________
       Computed tax at the expected
         federal statutory rate                                  34.00%
       State income taxes, net of federal benefit                 5.83
       Compensation due to options/warrants                     (34.37)
       Valuation allowance                                       (5.43)
       Other                                                      (.03)
                                                              _________
       Effective income tax rates                                 0.00%
                                                              _________
                                14
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12   EARNINGS (LOSS) PER SHARE

  The following data show the amounts used in computing earnings (loss) per
  share of common stock for the period presented:
                                                     For the Three
                                                     Months Ended
                                                       June 30,
                                               ___________________
                                                   2002     2001
                                               _________ _________
   Income (loss) available to common
     shareholders (Numerator)                  $(501,578)$  22,264
                                               _________  ________
   Weighted average number of common
     shares outstanding used in earnings (loss)
     per share during the period (Denominator) 8,550,000  8,550,000
                                               _________  _________
   Weighted average number of common
     shares outstanding used in diluted earnings
     (loss) per share during the period
     (Denominator)                                   N/A  9,066,003
                                               _________  _________

  At June 30, 2002, the Company had options to purchase 650,000 shares of
  common stock at prices ranging from $.86 - $2.00 per share and warrants to
  purchase 4,178,750 shares of common stock at prices ranging from $.70 -
  $2.00 per share that were not included in the computation of earnings per
  share because their effects are anti-dilutive.

NOTE 13   RELATED PARTY TRANSACTIONS

  Sales - During the three months ended June 30, 2002, a customer in which
  the President of the Company owns approximately 15%, accounted for
  approximately 9% of the Company's total sales.

  Notes payable   An officer of the Company has provided a loan to the
  Company, which has a principal balance of $20,436 and accrued interest of
  $688 at June 30, 2002. During the three months ended June 30, 2002 and
  2001, the Company expensed $514 and $3,330, respectively in interest
  expenses related to the note payable.

  Line of credit   Two shareholders of the Company agreed to provide the
  Company with a $1,000,000 line of credit. The balance of the line of credit
  accrues interest at a rate of 12% per annum and expires in September 2002.
  At June 30, 2002, the line of credit had a balance of $177,259. During the
  three months ended June 30, 2002, the Company expensed $4,573 in interest
  related to the line of credit. The Company also expensed $24,474 as
  interest expense related to warrants issued in connection with the line of
  credit. [See Note 5]
                                15
<PAGE>
                 IMAGENETIX, INC. AND SUBSIDIARY

  UNAUDITED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14   CONCENTRATIONS

  Sales - During the three months ended June 30, 2002, the Company had two
  significant customers which accounted for 53% and 14% of sales. The Company
  also has a single source and exclusive supplier arrangement with the
  supplier of a specific raw material, which is used in product accounting
  for approximately 80% of the Company's sales. The interruption of raw
  materials or the loss of this significant customer would adversely affect
  the Company's business and financial condition.

  Accounts Receivable   At June 30, 2002, the Company had three customers
  which accounted for 61%, 12%, and 12% of the Company's accounts
  receivables-trade balance.
                                16
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

Plan of Operation.
------------------

       We develop, formulate and market on a private label basis innovative,
natural-based nutritional supplements and skin care products.  Our products
are proprietary, often supported by scientific studies conducted at our
request and are offered primarily to network marketing companies and mass
market distributors that sell to the large retail chains as well as to the
retail chains themselves.  A key part of our marketing strategy is our ability
to provide our customers with what we refer to as a "turnkey" approach to
retail marketing of our products.  Our "turnkey" approach provides:

     *    Specific product formulations requested by our customers;
     *    Scientific studies to support claims made for our products;
     *    Assistance in obtaining foreign country regulatory approval
          for sale of our product;
     *    Marketing materials and marketing assistance to support
          product sales; and
     *    Manufacture of products with delivery directly to the
          customer.

     Following development of a new nutritional or skin care product, we:

     *    Conduct and complete any scientific studies necessary for
          regulatory compliance;
     *    Arrange for the manufacture of finished goods to our
          specifications on behalf of our customers; and
     *    Develop marketing tools and plans to promote product sales,
          including labels and graphic designs, promotional brochures,
          and providing speakers to promote our customers' products.

     We currently sell over sixty products to network marketing companies
including Nikken, American Longevity, Integris, Pharmanex, Noevir, Neways,
and Unicity Network. Our five largest customers, Nikken, Unicity, Integris
Neways, and MTI, accounted for 53%, 14%, 9%, 9%, and 9% respectively, of our
net sales for the three months ended June 30, 2002.

     Our management and key personnel have many years of experience in
developing and selling nutritional products to network marketers as well as to
other direct marketers, distributors, health food stores and mass market
merchandisers.

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

          Three months ended June 30, 2002 and June 30, 2001
          --------------------------------------------------

     Net sales for the three month period ending June 30, 2002, were
$961,554, a decrease of $102,840 or 9%, compared to the same three
month period ended June 30, 2001.  The decrease was due to a moderate
decline in orders from existing clients for inventory adjustment purposes.
The Company experienced a small decrease in the cost of goods sold, as a
percentage of net sales to 69% compared to 71%, for the three month period
ended June 30, 2001 .

     Selling, general, and administrative expenses for the three month period
ending June 30, 2002, were $359,329 compared to $288,383 for the three month
period ending June 30, 2001.  The increase was due to costs associated with
multiple clinical studies.  In addition, the Company granted warrants to
purchase 600,000 shares of common stock.  This non-cash consulting expense
amounted to $408,327 for the quarter ended June 30, 2002.

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

     At June 30, 2002, the Company had cash holdings of $142,862, an
increase of $87,984 compared to June 30, 2001.  The Company's net working
capital position of June 30, 2002, was $1.1 million compared to $1.3 million
as of June 30, 2001.

     Although the Company's client base is growing, the Company still relies
upon a limited number of clients that comprise the majority of its sales.  The
loss of any of its top four clients could have a material adverse impact on
the operations and financial condition of the Company.

     The Company has a single source and exclusive supplier arrangement with
the supplier of a specific raw material, which is used in product accounting
for approximately 80% of the Company's sales for the three month period ending
June 30, 2002.  The interruption of raw material from this supplier would
adversely affect the Company's business and financial condition.

                        PART II - OTHER INFORMATION

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

          None; not applicable.

Item 2.   Changes in Securities.
          ----------------------

          None; not applicable.

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

          None; not applicable.

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

          None; not applicable.

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

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------

          (a)  Exhibits.

               None.

          (b)  Reports on Form 8-K.

               8-K Current Report dated March 5, 2002.


                               SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     IMAGENETIX, INC.


Date: 8/14/02                        By/s/William P. Spencer
      --------------                 -------------------
                                     William P. Spencer
                                     CEO, President and Director


Date: 8/14/02                        By/s/Debra L. Spencer
      --------------                 -------------------
                                     Debra L. Spencer
                                     Secretary/Treasurer and Director
<PAGE>


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly report of Imagenetix, Inc. (the "Company") on
Form 10-QSB for the period ending June 30, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), We, William P.
Spencer, CEO, President and director and Debra L. Spencer, Secretary/Treasurer
and director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
the best of my knowledge and belief:

     (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



/s/William P. Spencer
CEO
President
director
8/14/02


/s/Debra L. Spencer
Secretary
Treasurer
director
8/14/02
<PAGE>