Quarterly Report (10-q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For quarterly period ended June 30, 2015

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

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 105

San 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 ☒ No ☐

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 ☒

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

Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☒ No ☐

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		28,422,955

(Class)		Outstanding at August 14, 2015

Imagenetix, Inc.

INDEX

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets as of June 30, 2015 (unaudited) and March 31, 2015	3

	Condensed Consolidated Statement of Operations for the three months ended June 30, 2015 (unaudited)	4

	Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2015 (unaudited)	5

	Condensed Consolidated Statement of Cash Flows for the three months ended June 30, 2015 (unaudited)	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	*

Item 4T.	Controls and Procedures	20

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	*
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Reserved	*
Item 5.	Other Information	*
Item 6.	Exhibits	24

SIGNATURES

* No information provided due to inapplicability of the item.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Imagenetix, Inc.
Condensed Consolidated Balance Sheets


	June 30,			March 31,
	2015			2015
	(Unaudited)			(Audited)
ASSETS

Current assets:
Cash	$	92,389		$	63,444
Accounts receivable, net		383,141			335,617
Inventories, net		115,153			120,470
Prepaid expenses and other current assets		98,990			68,051
Total current assets		689,673			587,582

Property and equipment, net		21,665			22,939
Goodwill		8,205,597			8,205,597
Other assets		21,189			21,782
Total assets	$	8,938,124		$	8,837,900

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Short term claims payable	$	500,000		$	500,000
Accounts payable		395,075			284,603
Accrued liabilities		15,690			49,159
Insurance contract payable		48,226			13,001
Customer deposits		37,275			8,500
Total current liabilities		996,266			855,263

Long term claims payable		1,650,000			1,650,000

Stockholders’ equity
Preferred stock, $.001 par value; 5,000,000 shares authorized: none outstanding		—			—
Common stock, $.001 par value; 50,000,000 shares authorized: 28,422,955 and 28,372,955 issued and outstanding at June 30, 2015 and March 31, 2015, respectively		28,422			28,372
Capital in excess of par value		6,333,927			6,325,977
Retained earnings		(70,491	)		(21,712	)
Total stockholders’ equity		6,291,858			6,332,637
Total liabilities and stockholders’ equity	$	8,938,124		$	8,837,900

See accompanying notes to unaudited condensed consolidated financial statements.

Imagenetix, Inc.
Condensed Consolidated Statement of Operations
(Unaudited)


	Three Months
	Ended
	June 30,
	2015

Net sales
Product sales	$	209,515
Licenses and royalties		168,000
Total net sales		377,515

Cost of sales		92,184

Gross profit		285,331

Operating expenses:
Selling, general and administrative		91,785
Payroll expense		147,864
Consulting expense		96,564
Operating expenses		336,213

Operating loss		(50,882	)

Other income (expense):
Other income		2,103
Total other income		2,103

Loss before income taxes		(48,779	)

Income tax provision		—

Net loss	$	(48,779	)

Basic net loss per share	$	(0.00	)
Fully diluted net loss per share	$	(0.00	)

Basic weighted average common shares outstanding		28,411,966
Fully diluted weighted average common shares outstanding		28,411,966

See accompanying notes to unaudited condensed consolidated financial statements.

Imagenetix, Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)

	Common Stock				Capital in excess		Retained			Stockholders’
	Shares		Amount		of Par Value		Earnings (Losses)			Equity

Balance, March 31, 2015 (audited)		28,372,955	$	28,372	$	6,325,977	$	(21,712	)	$	6,332,637

Issuance of common stock for services		50,000		50		7,950		—			8,000

Net loss for the period ended June 30, 2015		—		—		—		(48,779	)		(48,779	)

Balance, June 30, 2015		28,422,955	$	28,422	$	6,333,927	$	(70,491	)	$	6,291,858

See accompanying notes to unaudited condensed consolidated financial statements.

Imagenetix, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)


	Three months ended
	June 30, 2015
Operating activities:
Net loss	$	(48,779	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Provision for uncollectible accounts receivable		15,298
Issuance of common stock for services		8,000
Amortization and depreciation		1,867
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(62,822	)
(Increase) decrease in inventories		5,317
(Increase) decrease in other assets		(30,939	)
Increase (decrease) in accounts payable		110,472
Increase (decrease) in accrued liabilities		(33,469	)
Increase (decrease) in customer deposits		28,775
Net cash (used in) operating activities		(6,280	)
Investing activities
Net cash used in investing activities		—
Financing activities:
Proceeds from issuance of insurance contract payable		48,856
Payments against insurance contracts payable		(13,631	)
Net cash provided by financing activities		35,225
Net increase in cash		28,945
Cash, beginning of period		63,444
Cash, end of period	$	92,389

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	—
Income taxes	$	—

Non Cash Operating Activities:
Elimination of accounts receivable reserve	$	73,667

See accompanying notes to unaudited condensed consolidated financial statements.

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.

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 period are not necessarily indicative of the results that may be expected for the year.

Emergence from Bankruptcy

Imagenetix filed for protection under the United States Bankruptcy Code on December 12, 2012. During the period of time from December 12, 2012 to March 31, 2015 (the effective date of the Company’s Plan of Reorganization), the Company filed with the SEC on Form 8Ks portions of its Monthly Operating Reports as filed with the Bankruptcy Court.

The Company’s Plan of Reorganization was approved by the Court on September 10, 2014 with an effective date of September 16, 2015. The Plan of Reorganization included an issuance of common stock and warrants for cash, the acquisition of Periodyne, the issuance of common stock to pay professional fees incurred during the proceeding and a compromise to the claims of TriPharma and the unsecured creditors.

As a result of the issuance of common stock, the Company was eligible to adopt “fresh-start reporting” which enabled the Company to reduce its previous accumulated deficit to zero as of the effective date of the Plan of Reorganization. The accompanying financial statements reflect this election and, accordingly, the financial statements for the three months ended June 30, 2015 do not reflect comparative statements for any prior accounting periods. A reconciliation of the “fresh-start reporting” is included in Note 2.

Going Concern

The Company has historically financed its operations internally and through debt and equity financings. At June 30, 2015, we had cash holdings of $92,389 compared to $63,444 at March 31, 2015. Our net working capital at June 30, 2015, was a deficit of $306,593 compared to a deficit of $267,681 as of March 31, 2015. The Company may incur unknown expenses or may not be able to meet its revenue forecast, and one or more of these circumstances would require the Company to seek additional capital. The Company may not be able to obtain equity capital or debt funding on terms that are acceptable. Even if the Company receives additional funding, such proceeds may not be sufficient to allow the Company to sustain operations until it becomes profitable and begins to generate positive cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company may employ cost cutting programs should the revenue projections fall short and alternative debt or equity financings are not found at terms acceptable to the Company.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

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 common stock warrants. For any period in which the calculation of loss per share is anti-dilutive, the diluted weighted average number of shares is the equivalent to the number of shares outstanding.

2.	FRESH-START REPORTING

We adopted ASC 852, Reorganizations, effective as of September 16, 2014, the effective date of the Plan of Reorganization. Under ASC 852 the following pro-forma balance sheet represents the change from the final bankruptcy filing to the initial accounting balances using “Fresh-Start Reporting.”

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

				Reorganization				Fresh-start
	Predecessor			adjustments				adjiustments				Successor

Cash	$	235,622		$	1,258,087		^1,3	$	—			$	1,493,709
Accounts receivable		206,494			—				(45,692	)	⁵		160,802
Inventory		31,780			34,460		³		(17,500	)	⁵		48,740
Prepaid assets		23,899			—				—				23,899
Property, plant & equipment					—				25,487		⁵		25,487
Goodwill					1,163,383		³		7,042,214		⁵		8,205,597
Intangible assets		23,166			—				—				23,166
Total assets		520,961			2,455,930				7,004,509				9,981,400

Accounts payable- post-petition		532,338			(489,000	)	^1,2		—				43,338
Accrued interest		30,902			—								30,902
Accrued liabilities		23,619			190,393		⁴		—				214,012
Secured liabilities- PRI		726,250			—				—				726,250
Secured liabilities- TriPharma		2,594,884			(194,884	)	⁴		—				2,400,000
Priority tax liability		1,895			(190	)	⁴		—				1,705
Customer deposits		128,100			(57,870	)	³		(61,980	)	⁶		8,250
Unsecured debt- pre-petition		949,628			(717,034	)	⁴		—				232,594
Total liabilities		4,987,616			(1,268,585	)			(61,980	)			3,657,051

Common stock		13,061			15,211		^1,2,3		—				28,272
Additional paid in capital		13,690,254			6,296,077		^1,2,3		(13,690,254	)	⁷		6,296,077
Retained earnings (deficit)		(18,169,970	)		(2,586,773	)	^1,2,3,4		20,756,743		⁷		—
Total stockholders’ equity (deficit)		(4,466,655	)		3,724,515				7,066,489				6,324,349
Total liabilities and stockholders equity	$	520,961		$	2,455,930			$	7,004,509			$	9,981,400

Reorganization adjustments reflect equity funding of the plan of reorganization, issuance of common stock in exchange of professional fees, the acquisition of Periodyne and the discharge of liabilities subject to compromise in accordance with the plan of reorganization as follows:

Issuance of common stock to fund plan of reorganization	¹	$	1,254,800
Issuance of common stock for professional fees	²		790,000
Acquisition of Periodyne	³		1,258,000
Liabilities subject to compromise	⁴		421,715
		$	3,724,515


Fresh-start adjustments to accounts receivable, inventory, property and equipment, and goodwill reflect the adjustment of the assets of the successor to their fair values, including tangible assets not previously recognized:

Accounts receivable		$	(45,692	)
Inventory			(17,500	)
Property and equipment			25,487
Goodwill			7,042,214
Total asset adjustments	⁵	$	7,004,509

Fresh-start adjustments to customer deposits reflects the adjustment of the liabilities of the successor to its fair value:

Customer deposits	⁶	$	(61,980	)

⁽⁷⁾Fresh-start adjustment to retained earnings (deficit) resets accumulated deficit to zero.

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

3. ACCOUNTS RECEIVABLE

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

	June 30,		March 31,
	2015		2015

Accounts receivable	$	383,141	$	393,986
Allowance for doubtful accounts		—		(58,369	)

Accounts receivable, net	$	383,141	$	335,617

At June 30, 2015, we had three customers which accounted for 44%, 33% and 14%, respectfully, of our accounts receivable balances. At March 31, 2015, we had five customers which accounted for 49%, 15%, 14%, 11% and 11%, respectfully, of our accounts receivable balances.

For the period ended June 30, 2015, we had three significant customers which accounted for 44%, 29% and 14% of our net sales.

4. INVENTORIES

Inventories are carried at the lower of cost or market. Cost is determined by the first-in first-out method. Indirect overhead costs are allocated to inventory. Inventories consist of the following:

	June 30,		March 31,
	2015		2015

Finished products	$	115,153	$	120,470
Less reserve for obsolescence		—		—
	$	115,153	$	120,470

5.	GOODWILL

As a result of adopting “Fresh-Start Reporting” goodwill of $7,042,214 was recognized when accumulated retained deficit was reduced to zero and goodwill of $1,163,383 was recognized on the acquisition of Periodyne.

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

7.	TRIPHARMA SETTLEMENT

In November 2011, a judgment in the amount of approximately $4,500,000 was entered against us as the result of an arbitration ruling in favor of TriPharma LLC, a previous distributor of ours. As a result of aggressive collection actions taken by TriPharma, we filed a Bankruptcy proceeding in December 2012. As part of the Bankruptcy proceeding we negotiated a reduction in the arbitration award to approximately $2,500,000 with an additional reduction of $500,000 available if we pay any remaining balance by March 16, 2016. However, if we default on payment of the obligation, the amount is increased by $1,000,000. There is no interest on the obligation as long as we are not in default and the balance is paid in full by March 16, 2016. Interest will be charged from September 16, 2014 at a rate of 6% if we go into default. As a result of negotiations as to where payments were to be made in December 2014, a payment that was due on December 1, 2014 was not paid until December 16, 2014 when TriPharma issued a Notice of Default. Although we contend that no default took place, we entered into a Forbearance Agreement which deferred the March 1, 2015 payment of $100,000 until June 1, 2015. Again, in June 2015, there arose a dispute as to where payments were to be made and the Company did not make the deferred payment from March 1, 2015 or the payment that was due on June 1, 2015. TriPharma did not issue a Notice of Default. Eventually, the issue as to whether a default took place in December 2014 and to where payments are to be made may need to be resolved by the Bankruptcy Court.

The following is the scheduled amounts due, assuming no reduction as a result of early payment and no increase as a result of default, reflected as Long term claims payable as of June 30, 2015:

Years ending March 31,
	2016	$	500,000
	2017		450,000
	2018		550,000
	2019		600,000
	2020		50,000
	Total	$	2,150,000

8. COMMITMENTS AND CONTINGINCIES

Contingencies

We are involved in litigation from time to time in the normal course of business.

Management believes there are no claims, which would have a material effect on our financial position.

9. EQUITY TRANSACTIONS

Common Stock

In April 2015, we issued 50,000 shares of restricted common stock to a consultant in exchange for services at an amount of $8,000, or $0.16 per share.

In September 2014, we issued 5,228,333 shares of restricted common stock to a group of individual investors for an aggregate amount of $1,254,800, or $0.24 per share, related to the financing of our emergence from the Bankruptcy proceeding. In addition, in September 2014, we issued 6,583,333 shares of unrestricted common stock to two legal firms as settlement of administrative claims as a result of the Bankruptcy proceeding for an aggregate amount of $790,000, or $0.12 per share, and 3,400,000 shares of restricted common stock to the sole owner of Periodyne LLC for the acquisition of the membership interests in Periodyne LLC for an aggregate amount of $1,258,000, or $0.37 per share.

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

In November 2014, we issued 100,000 shares of restricted common stock to a consultant in exchange for services at an amount of $30,000, or $0.30 per share.

Warrants

In September 2014, as part of the Plan of Reorganization we issued warrants to investors, the principal of Periodyne and employees.

A summary of outstanding warrants is as follows:

	For the Period Ended
		June 30, 2015
				Weighted
				Average
				Exercise
Warrants		Shares		Price
Outstanding at March 31, 2015			8,409,334	$	0.62
Granted			—	$	—
Cancelled			—	$	—
Exercised			—	$	—
Outstanding at June 30, 2015			8,409,334	$	0.62

Exercisable at June 30, 2015			8,409,334	$	0.62

Weighted average fair value of warrants granted during the period				$	—

10. 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.

IMAGENETIX, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements (Continued)

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 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 June 30, 2015. The following table summarizes the open tax years for each major jurisdiction:

Jurisdiction		Open Tax Years
Federal		2011 – 2013
California		2011 – 2013

As we have had significant net operating loss carry forwards from the predecessor company, 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.

During the period ended June 30, 2015, we reviewed our deferred tax assets and determined that, as a result of previous continuing losses, we could not expect a greater than 50 percent likelihood of the tax benefits being realized. Accordingly, we will continue to recognize a full valuation allowance against our current and long-term deferred tax assets.

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.”

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. We also license our intellectual property to third parties.

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.

Historically, we have sold our own branded product, Celadrin®, directly to the mass markets through retail sellers. We currently plan to expand our activities in developing, licensing and selling products and formulations to businesses and organizations that in-turn market our 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 of results of operations and financial condition are 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 ten 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. Fresh-Start Reporting.

As a result of the issuance of common stock during its emergence from a bankruptcy proceeding, the Company was eligible to adopt “fresh-start reporting” which enables the Company to reduce its previous accumulated deficit to zero as of the effective date of the Plan of Reorganization. A reconciliation of the “fresh-start reporting” is included in Note 2 to these financial statements.

2. Cash and Cash Equivalents.

For purposes of the financial statements, we consider all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

3. 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. If there were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of amounts due to us could be overstated, which could have a negative impact on operations.

4. Inventory

Inventory is carried at the lower of cost or market. Cost is determined by the first-in first-out method. Indirect overhead costs are allocated to inventory.

5. 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 over the estimated useful life of three to seven years, except leasehold improvements which are depreciated over the lesser of the remaining lease life or the life of the asset, using the straight-line method. We follow the provisions of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) No. 360. Under ASC No. 360, long-lived assets and certain identifiable intangibles to be held and used by us are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We continuously evaluate the recoverability of our long-lived assets based on estimated future cash flows and the estimated fair value of such long-lived assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the long-lived asset.

6. Trademarks and Patents

Patents and trademarks are carried at cost less accumulated amortization and are amortized over their estimated useful lives of from 8 to 17 years for patents and 17 years for trademarks. The carrying value of patents and trademarks is periodically reviewed and impairments, if any, are recognized when the expected future benefit to be derived from individual intangible assets is less than its carrying value determined based on the provisions of ASC No. 360 as discussed above.

7. Revenue Recognition

We recognize revenue in accordance with the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial Statements” (SAB104) and ASC No. 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 No. 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 No. 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 No. 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 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. We periodically assess the adequacy of this policy and record a liability as necessary.

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.

Royalties- we recognize revenue from royalties based on reports provided by our customers (typically 30 days after the end of the quarter on which the royalty payment is based.)

Licensing- we also derive license revenue from fees for the transfer of proven and reusable intellectual property components. Generally, these payments will include a nonrefundable technology license fee, which will be payable upon the transfer of intellectual property. License fees will be recognized upon the execution of the license agreement and transfer of intellectual property provided no further significant performance obligations exist and collectability is deemed probable. If additional performance obligations are present, we defer revenue recognition until such time as the performance obligation is satisfied.

8. Income Taxes

We account for income taxes in accordance with ASC No. 740. This statement requires an asset and liability approach for accounting for income taxes and 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 No. 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.

Selected Financial Information

Results of Operations

Three Months Ended June 30, 2015

		Three Months
		Ended
		6/30/15

Net sales	$	377,515
Cost of goods sold		92,184
% of net sales		24.4	%
Gross profit		285,331
% of net sales		75.6	%

Operating expenses
Selling, general and administrative		91,785
Payroll expense		147,864
Consulting expense		96,564
Total operating expenses		336,213

Other income (expense)		2,103

Net income before taxes		(48,779	)
Income taxes		—
Net income	$	(48,779	)

Net Sales

Net sales for the three months ended June 30, 2015 was $377,515 and was derived primarily from license income. We anticipate that in future periods revenue will increase as a result of our acquiring Periodyne and increased sales of our products post-bankruptcy.

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 24.4% for the three months ended June 30, 2015. We anticipate that in future periods cost of goods sold will increase as a result of our acquiring Periodyne and increased sales of our products post-bankruptcy.

Selling, General and Administrative

Selling, general and administrative expenses were $91,785 for the three months ended June 30, 2015. We anticipate expenses will increase as a result of our acquiring Periodyne and increased sales of our products post- bankruptcy.

Payroll Expense

Payroll expense was $147,864 for the three months ended June 30, 2015. We anticipate that payroll expenses will increase in future periods as a result of our acquiring Periodyne and increased sales of our products post- bankruptcy.

Consulting Expense

Consulting expense was $96,564 for the three months ended June 30, 2015. We anticipate an increase in consulting expense in future periods as a result of our acquiring Periodyne and increased sales of our products post- bankruptcy.

Other Income

Other income was $2,103 for the three months ended June 30, 2015.

Capital Resources

Working Capital
							Increase
	6/30/15			3/31/15			(Decrease)

Current assets	$	689,673		$	587,582		$	81,738
Current liabilities		996,266			855,263			120,650
Working capital	$	(306,593	)	$	(267,681	)	$	(38,912	)

Long-term debt	$	1,650,000		$	1,650,000		$	—

Stockholders’ equity	$	6,291,858		$	6,332,637		$	(40,779	)

Statements of Cash Flows Select Information

	Three months ended
	6/30/15
Net cash provided by (used in):
Operating activities	$	(6,280	)
Investing activities	$	—
Financing activities	$	35,225


Balance Sheet Select Information
					Increase
	6/30/15		3/31/15		(Decrease)

Cash	$	92,389	$	63,444	$	28,945

Accounts receivable, net	$	383,141	$	335,617	$	27,171

Inventories, net	$	115,153	$	120,470	$	(5,317	)

Secured note payable	$	—	$	—	$	—

Accounts payable and accrued expenses	$	410,765	$	333,762	$	56,650

Liquidity

The Company may employ cost cutting programs should the revenue projections fall short and alternative debt or equity financings are not found at terms acceptable to the Company.

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 June 30, 2015. 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 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.

We cannot provide assurance that debt or equity financings will be available to fund the company

Since inception, we have satisfied our capital needs through debt and equity financings and expect to fund the company from these sources until profitability is achieved. There can be no assurance that funds will be available at terms favorable to us or that future profitability can be achieved.

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®. 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.

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

Our largest customer accounted for 78% of our net sales for the period ended June 30, 2015. If not replaced by other large customers, the loss of this significantly large customer could reduce our revenue and adversely affect our cash flow and earnings, if any.

We Have Recently Changed to a Licensing Model to Generate Revenue Which Could Impact Our Revenue and Profitability.

Our business model has changed from exclusively selling products directly to wholesalers, retailers, and customers to additionally licensing the sale of our products to third parties. This business model requires the third parties to commit to such an agreement and to successfully sell products with our technologies. We have not achieved similar significant revenue producing license deals in the past. If we are not successful at implementing a licensing model, our revenues, cash flow and earnings, if any, could be adversely affected.

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 of our 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.

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 28,422,955 common shares outstanding of which approximately 24 million are freely tradable or saleable under Rule 144. We also have outstanding common stock warrants exercisable into up to 8,409,334 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 Is Classified as a “Penny Stock,” Trading in it Could Be Limited, and Our Stock Price Could Decline.

Our common stock falls under the definition of “penny stock” since our net tangible assets are below $2,500,000. In such event, trading in our common stock may be limited because broker-dealers are 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.

“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 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 penny stocks;

•

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, these rules require that a broker-dealer obtain financial and other information from a customer, determine that transactions in penny stocks are suitable for such customer and deliver a written statement to such customer setting forth the basis for this determination.

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITES AND USE OF PROCEEDS

During the quarter ended June 30, 2015 we issued the following equity securities:

Common Stock

Date Stock		Price per
Issued	Number of Shares	Share	Consideration
4/20/2015	50,000	$0.16	Services

With respect to the above equity securities issuances, the Company relied on exemptions provided by Sections 4(a)(2) and 3(a)9 of the Securities Act of 1933, as amended (the “Securities Act”). No advertising or general solicitation was employed in offering the securities. The securities were issued to a limited number of persons all of whom were accredited investors as that term is defined in Rule 501 of Regulation D under the Securities Act. All were capable of analyzing the merits and risks of their investment, acknowledged in writing that they were acquiring the securities for investment and not with a view toward distribution or resale, and understood the speculative nature of their investment. All securities issued contained a restrictive legend prohibiting transfer of the shares except in accordance with federal securities laws.

ITEM 6. EXHIBITS.

Exhibit No.		Title

31.1		302 Certification of William P. Spencer, Chief Executive Officer

31.2		302 Certification of Lowell W. Giffhorn, Chief Financial Officer

32.1		906 Certification of William P. Spencer, Chief Executive Officer

32.2		906 Certification of Lowell W. Giffhorn, Chief Financial Officer

101.INS		XBRL Instant Document

101.SCH		XBRL Taxonomy Extension Scheme Document

101.CAL		XBRL Taxonomy Extension Calculati8on Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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 corporation


Date: August 14, 2015	By:	/s/ WILLIAM P. SPENCER
		William P. Spencer
		Chief Executive Officer

		(Principal Executive Officer and duly authorized to sign on behalf of the Registrant)

Exhibit 31.1

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, William P. Spencer, certify that:

I have reviewed this quarterly report on Form 10-Q of Imagenetix, Inc.;

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

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

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 14, 2015	By:	/s/ WILLIAM P. SPENCER
		William P. Spencer
		President and CEO

Exhibit 31.2

CERTIFICATION AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lowell W. Giffhorn, certify that:

I have reviewed this quarterly report on Form 10-Q of Imagenetix, Inc.;

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

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

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 14, 2015	By	: /s/ LOWELL W. GIFFHORN
		Lowell W. Giffhorn
		CFO

Exhibit 32.1

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 on Form 10-Q of Imagenetix, Inc. (the “Company”) for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William P. Spencer, Chief Executive Officer 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:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 14, 2015		s/ WILLIAM P. SPENCER
		William P. Spencer
		Chief Executive Officer and President

Exhibit 32.2

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 on Form 10-Q of Imagenetix, Inc. (the “Company”) for the period ended June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lowell W. Giffhorn, Chief Financial Officer 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:

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.