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

                                   FORM 10K-SB

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 For the fiscal year ended December 31, 2002

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

         For the transition period from       to

         Commission file number: 000-26807

                                 CYTOGENIX, INC.
                 (Name of Small Business Issuer in its charter)

                         NEVADA                                 76-0484097
            (State or other jurisdiction of                 (I.R.S. Employer
             incorporation or organization)                  Identification No.)

        3100 WILCREST, STE. 140, HOUSTON, TEXAS                    77042
        (Address of principal executive offices)                 (Zip Code)

          Issuer's telephone number, including area code (713) 789-0070

           Securities to be registered under Section 12(b) of the Act:

       Title of each class                     Name of each exchange on which
       to be so registered                      each class to be registered
             NA                                           NA

           Securities to be registered under Section 12(g) of the Act:

                     Common Stock, par value $.001 per share
                                (Title of class)

         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 |X|  No |_|

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. |_|

         Issuer's  revenues  for the fiscal  year ended  December  31, 2003 were
$80,000.

         As of March 31, 2004 the  aggregate  market  value of the  registrant's
common stock (based on the closing  sales price for the common stock as reported
on the OTC Bulletin Board on such date) held by non-affiliates of the registrant
was approximately  $65,723,565 (Aggregate market value has been estimated solely
for the  purpose of this  report.  For the  purpose  of this  report it has been
assumed that all officers and directors are  affiliates of the  registrant.  The
statement  made herein shall not be construed as an admission for the purpose of
determining  the  affiliate  status of any  person.)  As of March  31,  2004 the
registrant had 98,832,430 shares of common stock issued and outstanding.

         Transitional small Business Disclosure Format (check one):
         Yes |_| No |X|

         Documents incorporated by reference:
         None.


<PAGE>

<TABLE>

<CAPTION>



                                 CYTOGENIX, INC.
                                   FORM 10-KSB

                                TABLE OF CONTENTS
<S>                                                                             <C>                                    <C>

PART I                                                                                                                  3
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  ITEM 1. Description of Business..............................................................................         3
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  ITEM 2. Description of Property..............................................................................        11
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  ITEM 3. Legal Proceedings....................................................................................        11
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  ITEM 4. Submission of Matters to a Vote of Security Holders..................................................        11
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PART II.........................................................................................................        11
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  ITEM 5. Market For Common Equity and Related Stockholders Matters............................................        11
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  ITEM 6. Management's Discussion and Analysis or Plan of Operation............................................        15
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  ITEM 7. Financial Statements.................................................................................        17
------------------------------
  ITEM 8. Changes in and Disagreements with Accountants........................................................      F-10
-------------------------------------------------------

PART III....................................................... ................................................     F-18
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  ITEM 9. Directors, Executive Officers, Promoters and Control Persons: Compliance with Section 16(a) of the
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Exchange Act...................................................................................................        18
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  ITEM 10. Executive Compensation..............................................................................        20
---------------------------------
  ITEM 11. Security Ownership of Certain Beneficial Owners and Management......................................        22
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  ITEM 12. Certain Relationships and Related Transactions......................................................        23
---------------------------------------------------------
  ITEM 13. Controls and Procedures.............................................................................        23
----------------------------------
  ITEM 14. Exhibits and Financial Statement Schedules and Reports on File 8K...................................        23
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</TABLE>












                                       2
<PAGE>



                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS

CytoGenix,  Inc.  ("CytoGenix" or "the Company") is a biopharmaceutical  company
whose primary focus is the development and  commercialization of its proprietary
technology for  identifying and silencing  disease causing genes.  The Company's
technology silences genes from pathogenic organisms or mutated genes from a host
to  prevent  the  expression  of  harmful   proteins,   thereby   preventing  or
ameliorating  disease.  The company  seeks to generate  revenues and improve the
health and well-being of humans,  animals and plants by utilizing its technology
to produce molecular therapies. In addition to development and commercialization
of  therapeutic  compounds,  the  Company  seeks  to  sell  and/or  license  its
technology to biotechnology  companies seeking  determination of specific genes'
function and purpose.


The Company was formed in 1995 as a biomedical research and development company.
The  original  name of the  Company was  Cryogenic  Solutions,  Inc.,  until the
Company changed its name to CytoGenix,  Inc. in January 2000. Equity funding has
been the only source of  operational,  research  and  commercialization  working
capital  since the  Company's  inception.  Since our  inception in 1995, we have
dedicated ourselves to engineering  DNA-based molecules for therapeutic and drug
target identification purposes. Our expertise in nucleic acid technology enables
us to focus on the development of new types of nucleic  acid-based  therapeutics
based on the  ability  to express  single  stranded  DNA inside  cells of living
organisms.

GENE EXPRESSION AND HUMAN DISEASE

Widely  published  scientific  studies  conducted  over the last twenty years by
leading  universities,  government  research  laboratories  such as the National
Institutes  of Health and the National  Cancer  Institute  and private  research
laboratories   have   established   that  most   diseases   are  the  result  of
malfunctioning  genes in an organism's  genome,  or the activities of genes from
pathogens such as viruses,  bacteria or funguses . This genetic  activity causes
the  production of harmful  proteins  that lead to the symptoms and  destructive
results of  disease.  Examples  of  diseases  caused by the  production  of such
harmful proteins include cancer,  herpes, sepsis (blood poisoning) and a host of
others. To produce a protein, a cell first makes a positive copy of the DNA code
containing the information  necessary to produce the protein. This messenger RNA
(mRNA) is called the "sense" molecule. This message-carrying molecule then moves
to another part of the cell where it assembles  the  biochemical  components  to
produce proteins.

In many  instances  it is possible to inhibit the  production  of these  harmful
proteins by  introducing  or  producing  small  molecules  of  specific  genetic
material into the cells  themselves.  Fortunately,  this genetic activity can be
interrupted  and controlled at three levels with the  introduction of a specific
sequence of ssDNA into the cells; at the level of the genome itself, interfering
with the messenger RNA (mRNA)  produced by the genome  leading to the production
of the protein  for which the mRNA is encoded  and at the protein  level where a
single strand of DNA may be made that will bind with the protein and disable it.

CYTOGENIX GENE SILENCING TECHNOLGY

CYTOGENIX OWNS PATENTED INTRACELLULAR  EXPRESSION SYSTEM TECHNOLOGY (CYGXES(TM))
TO PRODUCE ANY DESIRED  SEQUENCE-SPECIFIC,  SSDNA  MOLECULES (ODN) IN INDIVIDUAL
CELLS  FOR  THE  PURPOSE  OF  TRIPLEX,  ANTISENSE,  CATALYTIC  DNA,  COMPETITIVE
INHIBITION AND APTAMER APPLICATIONS.

         1.   Triplex:  As mRNA is  transcribed  and the DNA  strands  are still
              separated,  a single strand of complementary  DNA is inserted into
              the  gap  forming  a  triple  helix  (triplex)   structure,   thus
              preventing the future production of mRNA from that segment.

         2.   Antisense:   Messenger   RNA  is   intercepted   en   route  by  a
              complementary  ssDNA  sequence  that  binds to and  results in the
              destruction  of  the  mRNA  by  enzymes  within  the  cell,   thus
              preventing the mRNA from producing the protein in question.



                                       3
<PAGE>


         3.   Catalytic DNA: Similar to antisense,  a ssDNA sequence  containing
              sequence regions that bind to the mRNA, but also contains a unique
              sequence  region  that  acts to cut and  destroy  the  mRNA,  thus
              preventing it from producing the protein in question.

         4.   Competitive Inhibition:  a ssDNA sequence is produced in profusion
              to compete with an early transcription factor which is part of the
              protein expression process.

         5.   Aptamer:  The ssDNA binds to the  protein  itself in  the cell and
              causes the protein to become inactivated or disfunctional.

The key to success with these genetic interventions is to insure that sufficient
quantities of the ssDNA  molecules  ultimately are produced in targeted cells or
induced from external  sources.  CytoGenix has invented what functions as a tiny
biological  "factory" that, after introduction into the cell,  actually produces
many copies of specific  ssDNA  molecules in the cell. The business of CytoGenix
is to refine this  technology  and apply it to the delivery of various  patented
DNA molecules for the development of effective therapeutic drugs.

DEVELOPMENT TO DATE (REASEARCH AND DEVELOPMENT)

The ssDNA  expression  vector  technology  originated in the work of Dr. Charles
Conrad and InGene,  Inc. On April 25, 2000,  Dr.  Charles  Conrad was issued the
patent for its stranded DNA  expression  vector under United  States  Patent No.
6,054,299  entitled,  "Methods and  Compositions  for Producing  Single-stranded
cloned DNA in eukaryotic  cells."  CytoGenix  purchased Dr.  Conrad's patent and
other  proprietary  information  from InGene and instituted a broad research and
development  program to advance single stranded DNA expression  technology.  Two
other patent applications filed through the Patent Cooperation Treaty (PCT) were
published  on April 20,  2000.  The first  patent was No. WO 00/22113  entitled,
"Enzymatic  Synthesis  of ssDNA."  The second  patent  was No. WO  00/22114  and
entitled  "Production  of ssDNA in vivo." There are fourteen  additional  United
States pending patent  applications  describing  the Company's  technology.  And
approximately thirty pends corresponding  applications in other countries. These
activities enabled the Company's  expansion and refinement of the technology for
possible use in human and animal therapies and agriculture.

These patents are  important to the Company  because they help form the basis of
the technology  needed for the production of the Company's  technology and other
products.  The  technology  has been  proven in numerous  laboratory  and animal
experiments and has been widely published as set forth below.

It has  been  reported  in the  scientific  literature,  such as in the  Reuters
Business Insight 2000  publication,  Antisense  Therapy:  Technical  Aspects and
Commercial  Opportunities  by Prof.  Dr.  K.K.  Jain M.D.  that other  Antisense
molecule  delivery  methods have failed to provide  sufficient  quantities to be
therapeutically  effective  except  in  limited  applications.  Laboratory  cell
culture studies have demonstrated that the Company's ssDNA expression vector can
adequately  deliver sequence specific DNA molecules in sufficient  quantities in
virtually all cell types,  thereby  overcoming many of the problems expressed in
the  literature.  The  Company's  technology  is not  limited to only  antisense
applications,  but can target and  enzymatically  cleave  target  mRNA using DNA
enzyme formulations. The technology can also be used to generate triplex forming
oligonucleotides   that  bind  to  specific   sites  in  the  genome  itself  to
down-regulate expression by the gene at that site, generate ssDNA that will bind
to specific,  targeted  proteins to neutralize  them and  competitively  inhibit
genetic expression/transcription of targeted genes. The Company has extended the
results achieved in cell cultures to cells in live animals.

The Genomics field has vastly expanded the number of potential drug targets. The
Company  has  utilized  its ssDNA  expression  technology  to  develop a library
screening technique for gene target identification and validation. The CytoGenix
proprietary  gene  down-regulation  system is a powerful tool in confirming gene
target function.  The screening  library  technique enables efficient testing of
multiple oligonucleotide sequences with the advantage that when a sequence which
silences a targeted  gene is  identified,  the  construct  for  introducing  the
identified sequence in cellular and animal experiments is readily produced.  Use
of the screening library has led to discovery of sequences that have been useful
in developing several of the products described above.



                                       4
<PAGE>


In July  2002,  the  Company  inaugurated  a service  geared  towards  assisting
pharmaceutical  and biotech  companies  improve drug  discovery  efficiency.  In
addition to our work on in-house  targets,  we are conducting  pilot studies for
several  companies.  For a fixed fee, we will knockdown a gene in a cell system.
This will confirm the gene's  relevance to the disease of interest.  Those genes
found to be highly  disease-related  become  targets  for new drug or  molecular
therapies.

Using its expanding  technological base, the Company is seeking to develop drugs
that address  significant  and unmet  medical  needs.  The Company is conducting
research and/or preclinical development with product candidates in the following
areas:   ANTI-VIRALS,   ANTI-BACTERIALS,    ANTI-INFLAMMATORIES,    ANTI-CANCER,
ALTERNATIVE VIRAL AND NON-VIRAL DELIVERY TECHNOLOGIES.

THE PRODUCTS WE ARE WORKING ON INCLUDE:

CYGX0301  (SIMPLEVIR(TM))  anti herpes topical cream-  addresses the needs of 70
million infected Americans;  today's marginally effectiVE products have revenues
in  excess  of  $1  billion.   Indications  include  prophylactic  and  neonatal
applications.  Our proprietary  plasmid DNA sequences  turn-off the HSV ICP4 and
ICP47 genes.  Found in HSV 1, 2 and Herpes  Zoster the ICP4 gene is critical for
the replication of the virus in the host cell. The ICP47 gene produces a protein
that assists the virus in interfering with a host's immune system in recognizing
the virus  and  eliminating  it.  Pre-clinical  in vitro  studies  have  shown a
100-fold  reduction  in HSV viral load in test cells  containing  the  company's
proprietary plasmid DNA coded with an ICP4 knockdown sequence. Mouse trials were
initiated  in August,  2003 and are  continuing.  Trials  using  human skin from
cadavers or from surgical  procedures  have been  initiated with tissue data now
being analyzed.

CYGX0302  targets genes in strains of the human Papilloma virus  recognized as a
cause of cervical cancer.

CYGX0303  targets  genes in the human rhino  virus,  the major cause of rhinitis
(colds) in humans.

CYGX0401 (INFLAMOX(TM)) is a broad-spectrum anti-inflammatory skin cream for the
treatment of psoriasis,  contact dermatitis,  acne, decubitus, rosacea and joint
swelling. Pre-clinical trials are pending availability of funds.

CYGX0501,  CYGX0502 and CYGX0503 are experimental  anti-bacterial agents against
E. coli, streptococcus, and staphylococcus.  CytoGenix patent pending technology
has been used to  identify  several  bacterial  genes that when  turned off will
cause bacteria to die, to cease growing or prevent the bacteria from  expressing
toxins.  CYGX0501  sequences have been tested against E-coli and have been shown
to eliminate sepsis in mice.  CYGX0502 AND 0503 are under  development and test.
This  technology  has a  significant  advantage  over the present  generation of
antibiotics because the bacteria cannot mutate and evolve away from this attack.

CANCER

investigators  have used the company's  ssDNA  expression  vector  technology to
knockdown  cancer  genes.  Some of this work is now  progressed  to the level of
preclinical studies and possibly clinical applications.

AEROSOL DELIVERY OF ANTI METASTATIC TUMORS IN LUNGS

"Metastatic  tumors in the lungs are  malignancies  (cancers)  that developed at
other  sites and spread via the blood  stream to the lungs.  Common  tumors that
metastasize to the lungs include breast cancer,  colon cancer,  prostate cancer,
sarcoma,  bladder cancer,  neuroblastoma,  and Wilm's tumor. However, almost any
cancer has the capacity to spread to the lungs." Information from MedLinePLus at
http://www.nlm.nih.gov/medlineplus/ency/article/000097.htm.


The company has received a federal government grant from the National Institutes
of Health (the National  Cancer  Institute) to support the Company's work with a
researcher at a major medical school who is using the company's ssDNA expression
vector with a propietary aerosol delivery system against a cancer gene common to
metatastic tumor cells.


ANTI SOLID TUMOR GENE THERAPY


                                       5
<PAGE>

The company has entered into an agreement with  scientists at a university  gene
therapy center for preclinical  experiments using the company's ssDNA expression
vector  technology  to  silence  a gene that has been  shown to cause  malignant
transformation of tumor cells.

The  combination  of a  proprietary  delivery  technology  and  CytoGenix'  gene
silencing technology has great potential for treating malignancies  particularly
in breast, head, neck, and prostate tumors.

NUCLEIC ACID DELIVERY TECHNOLOGY

DNA  delivery  into  cells is a  rapidly  developing  area in gene  therapy  and
biotechnology.   Viral  methods  of  DNA  delivery  are  well-characterized  and
efficient,  but little is known about the toxicity and  immunogenecity  of viral
vectors.  As a result, the company is continuing  investigation of viral vectors
but  concentrating  its  efforts  on  non-viral,  transfection  methods  of  DNA
delivery.

The company is investigating  targeted  delivery to using synthetic DNA delivery
systems containing  histidine-rich  peptides and polypeptides and self-assembled
delivery systems based on cationic lipids and polymers.

The Company has received A Small  Business  Technology  Transfer  Grant from the
National  Institutes  of  Health in May, 2002  entitled,  "Single  Stranded  DNA
Expression  of  Triplex  forming  Oligonucleotides."  The  grant  award  was for
$100,000.  The first phase of this Grant has been completed.  A second Grant for
"PEI Aerosol  Delivery of an ssDNA  Expresion  Vector" from the National  Cancer
Institute was awarded in February, 2004 in the amount of $100,000.

The Company  entered into an agreement with HEMCO Onshore,  L.L.C.  ("HEMCO") on
April 6, 2001 in order to obtain $250,000 of working capital. The note issued in
exchange for the $250,000 has been paid in full by the Company. Pursuant to this
agreement,  the Company assigned to HEMCO an undivided 10% ownership interest in
(i) all of the US and international patents and patent applications owned by the
Company and (ii) any US or international patent obtained,  or patent application
filed,  after  April 6, 2001 based on the  intellectual  property  described  in
clause (i) of this sentence. The Company has the right to acquire from HEMCO the
foregoing 10% interest for $1,000,000 until April 6, 2003.

The Company is  currently  supporting  four (4)  Sponsored  Research  Agreements
(SRA):

         Dr. Cy Stein's  lab at Albert  Einstein  College of  Medicine  is using
         Cytogenix's  proprietary  gene silencing DNA technology  against a gene
         that is expressed in melanoma  cells that  produces a protein  known to
         counteract the effect of several  chemotherapeutic  agents in difficult
         to treat cancers.

         Dr.  Richard  Pyle's lab at the  University of Texas Medical  Branch at
         Galveston,  Texas is conducting animal trials to determine the efficacy
         of the CytoGenix therapeutic compound against Herpes Simplex I and II.

         Dr. Charles  Densmore's lab at Baylor College of Medicine is conducting
         animal trials to determine  the effect of  CytoGenix's  gene  silencing
         technology  on cancer in the lungs of mice using  aerosol gene delivery
         system.

         Dr.  Jeffrey K. Actor's lab at the  University of Texas Health  Science
         Center Houston  Medical School is conducting  studies to determine  the
         effect of  CytoGenix's  gene  silencing  anti-bacterial  agent  against
         Sepsis induced in mice.


         Other research is  contemplated  to explore  various  plasmid  delivery
systems.

Yin Chen, the Company's Vice President of Research and Development,  was invited
to give presentation at 1) the 10th International  Conference on Gene Therapy in
Cancer held from  December  13 to 15,  2001 in San Diego,  CA; and 2) 3rd Annual
Conference:  RNA in Drug  Development - RNA as Tool and Target,  San Diego,  CA,
November 10-13, 2003.




                                       6
<PAGE>


The first phase of a Small  Business  Technology  Transfer  Program (STTR) Grant
entitled,  "ssDNA Expression of Triplex-Forming  Oligonucleotides"  was approved
for funding by the National Institute of Child Health/Human  Development (NICHD)
of the National Institutes of Health and has been completed.

There are additional  investigators  who have requested use of and have received
kits  containing  the  expression  system for  sequences of interest and control
sequences. These include:

         Franklin Bunn,  Harvard Medical School,  Title:  Functional  study of a
         candidate oxygen sensor, b5/b5R;

         Alan Gewirtz,  University of Pennsylvania,  Title: Selective killing of
         cancer  cells  based  on  single  nucleotide  polymorphism  and loss of
         heterozygosity;

         Scott Ebinghaus, Ph.D., University of Arizona, Title: Triplex DNA based
         Gene Therapy of Lung Cancer;

         Ko Mitani,  Ph.D.,  University  of  California  at Los Angeles,  Title:
         Therapeutic gene targeting; and

         Alejandro Barbieri, Ph.D., Washington University, Title: Early endosome
         fusion study.

         Lance  Augustin,  Ph.D.,  University  of Minnesota,  Research:  in vivo
         chromosomal site-directed mutagenesis

         Charles Conrad, MD, M.D. Anderson Hospital and Tumor Institute,  Title:
         To be announced

The Company and its cooperating university scientists have published a number of
scientific  papers and  presented at  scientific  meetings.  These  publications
include:

1.       Tan, X., Knesha, R., Margolin,  W. and CHEN, Y. DNA enzyme generated by
         a novel  single-stranded  DNA expression vector inhibits  expression of
         the essential  bacterial  cell division  gene ftsZ,  Biochemistry,  43:
         1111-1117, 2004.
2.       McMicken,  H.,  Bates,  P. and CHEN, Y.  Antiproliferative  activity of
         G-quartet-containing    oligonucleotides    generated    by   a   novel
         single-stranded   DNA   expression   system,   Cancer   Gene   Therapy,
         10(12):867-869, 2003.
3.       CHEN, Y. and McMicken,  H. Intracellular  production of DNA enzyme by a
         novel    single-stranded   DNA   expression   vector,   Gene   Therapy,
         10:1776-1780, 2003.
4.       CHEN, Y. , Ji, Y., and Conrad, C. Expression of single-stranded  DNA in
         mammalian cells, Biotechniques, 34:167-171, 2003.
5.       CHEN, Y., Novel Technologies for target validation, Genetic Engineering
         News, 23(11):7-9, 2003.
6.       CHEN,  Y.  A  novel   single-stranded  DNA  (ssDNA)  expression  vector
         (Review), Expert Opinion on Biological Therapy, 2:735-740, 2002.
7.       CHEN,  Y. Meeting  highlights,  10th  International  conference on gene
         therapy of cancer,  Expert  Opinion on Biological  Therapy,  2:443-445,
         2002.
8.       CHEN, Y., Growth of oligo-based drugs, Genomics & Proteomics,  October,
         2002.
9.       Datta, H., and Glazer, P.  Intracelullar  generation of single-stranded
         DNA  for  chromosomal  triplex  formation  and  induced  recombination,
         Nucleic Acid  Research,  29:5140-5147,  2001.  A marvel of  biochemical
         engineering  means cells can produce DNA enzyme to attach  cancer,  New
         Scientist, January, 2001.
10.      CHEN,  Y. , Ji, Y.,  Roxby,  R., and Conrad,  C. In vivo  expression of
         single-stranded  DNA in  mammalian  cells  with  DNA  enzyme  sequences
         targeted  to c-raf,  Antisense  & Nucleic  Acid Drug  Development,  10:
         415-422, 2000.

OUR BUSINESS STRATEGY

The goal and the focus of the company are to leverage its proprietary technology
to maximize investor value. The company is developing skin creams that are safer
and more  effective  than  systemic  drugs  (pills)  for  these  diseases.  Upon
successful completion of Phase I/II clinical trials, the company intends to seek
distribution agreements with domestic and foreign pharmaceutical companies.





                                       7
<PAGE>


    o   We intend to independently develop oligonucleotide  mediated therapeutic
        applications in several disease areas.

    o   We will pursue  partnerships with other  pharmaceutical or biotechnology
        companies to develop DNA expression-based therapeutics.

    o   We will seek to maintain and expand our patent portfolio and proprietary
        technology.  We own fifteen (15) issued or pending  patents  relating to
        nucleic  acid  technology,   gene   identification  and  gene  silencing
        techniques.  There are also more than thirty (30) foreign  counterparts.
        We aggressively  pursue patent  protection to maintain  worldwide rights
        relating    to   the    development,    manufacture    and    sale    of
        oligodeoxynucleotide mediated therapeutics and gene target validation.

    o   We intend to leverage our  oligonucleotide  expertise through licensing,
        process  development  and pilot  manufacturing.  We believe that we have
        established  one of the leading  nucleic acid chemistry  groups that can
        provide medicinal  chemistry,  process  development and manufacturing to
        others in need of this  expertise.  We  believe  that we will be able to
        capitalize on our continuing  investment in oligonucleotide  and nucleic
        acid  technology by entering into  licensing,  process  development  and
        pilot   manufacturing   arrangements  with   collaborators  to  generate
        revenues, while retaining this capability for our own drug development.

MANAGEMENT AND EMPLOYEES

The Company has the following 7 full-time employees:

MANAGEMENT

CHIEF EXECUTIVE OFFICER/PRESIDENT - MALCOLM SKOLNICK, PHD, JD
-------------------------------------------------------------
Malcolm Skolnick has served as President,  Chief Executive  Officer and Director
of the Company  since  September  1999.  He received  his Ph.D.  in Physics from
Cornell  University and the JD from the University of Houston Law Center.  Prior
to joining the Company,  Dr.  Skolnick  held  academic  positions in the Medical
School,  the  Graduate  School of  Biomedical  Sciences and the School of Public
Health of the  University  of Texas  Health  Science  Center at Houston.  He has
conducted both animal experiments and clinical trials and has presented clinical
data to the  Food and  Drug  Administration  pursuant  to  obtaining  Pre-Market
Approval for medical devices.  Dr. Skolnick is currently an Adjunct Professor in
the School of Public Health where he formerly  served as Professor of Technology
and Health Law.  Dr.  Skolnick is a registered  patent  attorney and licensed to
practice in Texas.  Prior to joining the School of Public Health,  Dr.  Skolnick
managed the Health Science Center's Office of Technology  Management and oversaw
the  University's  activities in protecting  and licensing its  technology.  Dr.
Skolnick  has been  active in patent  prosecution  and  licensing  for  selected
clients and has served as an expert witness in  intellectual  property,  product
liability,  and accident  reconstruction matters. He also serves on the Board of
Directors of several companies and foundations.

DIRECTOR OF RESEARCH AND DEVELOPMENT -- YIN CHEN, PHD
-----------------------------------------------------
Dr. Chen earned this Ph.D. in Molecular Biology & Biochemistry at the University
of Maine in 1996.  Subsequently,  he was a  post-doctoral  fellow at Beth Israel
Deaconess  Medical Center,  a teaching  hospital of Harvard  Medical School.  In
1999, he joined InGene,  Inc. of St. Louis as senior research scientist and then
Cytogenix,  as  chief  research  scientist  in  February  2000.  He  is  one  of
co-inventors  of our company's  proprietary  ssDNA  expression  systems.  He was
appointed to this  position by the Board of  Directors on November 7, 2001.  Dr.
Yin Chen  has also  been  promoted  to  Executive  Secretary  of the  Scientific
Advisory Committee.

CHIEF FINANCIAL OFFICER - LAWRENCE WUNDERLICH
---------------------------------------------
Mr.  Wunderlich has been Chief Financial Officer of the Company since August 17,
1998.  Previously he worked as a financial consultant at the  investment-banking
firm of Josephthal and Company.  Prior to his employment  with  Josephthal,  Mr.
Wunderlich  co-owned The Language Loop a translation  and  interpreting  service
provider to  international  companies.  Mr. Wunderlich  is fluent in  German and
Russian.  Mr. Wunderlich attended the University of Vienna and Manhattan College
in Riverdale, New York.




                                       8
<PAGE>


CHIEF OPERATING OFFICER - FRANK VAZQUEZ
---------------------------------------
As of July 1, 2002,  Frank  Vazquez has accepted the position of Executive  Vice
President and Chief Operations Officer.  Reporting to Dr. Skolnick,  Mr. Vazquez
is responsible for the day-to-day  operations of the business,  with emphasis on
the coordination of our scientific and commercial activities. Mr. Vazquez has 38
years of executive,  marketing and  operations  management  and  entrepreneurial
experience   in   Biotechnology,    Pharmaceutical,    Computer   Software   and
Telecommunications companies. He was founding President/CEO and Vice Chairman of
Lark Technologies,  Inc. and founding  President/CEO of Medical Metrics, Inc. He
is highly  experienced in establishing and developing  biotechnology and medical
products  start-up  companies.  He has  held  the  positions  of Vice  President
Marketing and Sales, Trinity Computing Systems, Inc., Vice President, Operations
and Logistics,  CooperVision (PR), Inc., Senior Consultant with the firm of Booz
Allen and Hamilton,  and line management  positions with ITT Corporation and IBM
Corporation.  He holds a B.S. in  Economics,  from Columbia  University  and has
attended advanced  management programs at Stanford University and the University
of  Chicago.  Mr.  Vazquez  will  remain  on the  Board  of  Directors  until  a
replacement  acceptable  to the Board can be  identified,  invited to join,  and
accepts.


KEY EMPLOYEES

SENIOR LABORATORY DIRECTOR-HARILYN MCMICKEN, BS, MT(ASCP)
---------------------------------------------------------
Harilyn W. McMicken  graduated from Abilene Christian  University and University
of Texas at  Galveston.  She has done post  graduate  work at the  University of
Texas School for Biomedical Sciences in Houston,  Texas.  CytoGenix,  Inc. hired
Ms.  McMicken as its Senior  Laboratory  Director  on May 1, 2000.  Prior to her
employment  by the Company,  Ms McMicken was Senior  Research  Assistant  for 23
years in the  Department  of  Pediatrics  at Baylor  College  of  Medicine.  Her
responsibilities and expertise lie in the areas of molecular biology and general
laboratory and personnel management.

RESEARCH SCIENTIST- XIN-XING TAN, PH.D.
---------------------------------------
Dr.  Tan joined the  Company  on  October 1, 2002 as a Research  Scientist.  His
responsibilities  and expertise lie in the areas of DNA/RNA  manipulation,  cDNA
library  screening,  gene  expression  regulation  and  Photosystem  II  protein
complexes.  Dr Tan graduated  from Wuhan  University in Wuhan,  P.R.  China.  He
attained  his  doctorate  in  biochemistry  at the Chinese  Academy of Sciences.
Following graduation he maintained a position of NIH Postdoctoral Fellow at Rice
University before joining CytoGenix, Inc.

All primary  research and  development  at CytoGenix is conducted in the on-site
laboratory  located adjacent to the executive  offices at the same address.  The
Company's  primary  research and development  experiments are being conducted in
human lung cancer  cells (A549  cells) and human  liver cells  (HepG2  cells) to
determine  the   expression   levels  of   single-stranded   catalytic  DNA  and
single-stranded Antisense DNA targeting c-raf kinase mRNA transcripts, bcl-2mRNA
transcripts,  and mouse double minute oncogene 2 (MDM2) MRNA  transcripts.  Live
animal  studies  are being  conducted  pursuant  to the two  sponsored  research
agreements  by Dr.  DeMayo,  Dr.  Richard  Pyle,  Dr.  Cy Stein  and Dr.  Glazer
described above in the "Developments to Date" section.

The Company is relying on Dr.  Chen to develop  products  that the Company  will
ultimately be able to market in the United States as well as abroad.

The  executive  officers  of the  Company  are  described  further  in  Item  9,
"Directors and Executive Officers."

SCIENTIFIC ADVISORY BOARD

The  Scientific  Advisory  Board  (SAB) for  CytoGenix  is  administered  by SAB
Executive  Secretary,  Yin Chen, the Vice President of Research and  Development
for the  Company.  The SAB was  formed  on  August  20,  1998,  by the  Board of
Directors,  to advise the Company on scientific protocol and future experimental
and research endeavors.  Members of the SAB who are not employees of the Company
are paid $200.00 per hour for their services.  There are no existing contractual
relationships  between the Company and any non-employee  member of the SAB other
than the  license  granted  by Dr.  Conrad to the  Company  described  under the
caption   "Development  to  Date"  above.   The  Scientific   Advisory   Board's
responsibilities  are to  scrutinize  and  verify  (1)  protocols  of  sponsored
research agreements to which the Company became a party, (2) papers submitted by




                                       9
<PAGE>

the Company for publication  describing achieved research results, (3) abstracts
of presentations to be made by the Company at scientific and technical meetings,
and (4)  specifications  and  claims  of  patent  applications  proposed  by the
Company.

Dr. Yin Chen also chairs the Scientific  Advisory Board for CytoGenix,  Inc. The
members include:

MADELEINE  DUVIC,  MD is Professor of Medicine - Chief,  Section of Dermatology,
and  Associate  Medical  Director  of the  Melanoma  Skin  Center at the UT M.D.
Anderson Cancer Center  Department of Internal Medicine  Specialties  Section of
Dermatology in Houston. Dr. Duvic received her B.A. from Rice University,  Magna
cum Laude,  National  Merit  Scholar and her M.D. from Duke  University  Medical
School.

PETER GLAZER, MD, PHD holds academic degrees from Harvard (BA), Oxford (MS), and
Yale (Ph.D.) and a Medical Degree from Yale University  School of Medicine where
he is an Associate Professor of Therapeutic Radiology and Genetics. His research
interests  include gene  targeting  and gene  therapy,  genetic  instability  in
cancer, mutagenesis, and DNA repair.

STEPHEN M.  HEWITT,  MD,  PHD is  currently  conducting  medical  research  as a
resident in Anatomic  Pathology in the Laboratory of Pathology,  National Cancer
Institute, National Institute of Health.

CY A. STEIN, MD, PHD Brown University (BA),  Stanford University (PhD in Organic
Chemistry),   Albert   Einstein   College  of  Medicine   (MD),   and  New  York
Hospital-Cornell Medical Center (Internship and Residency in Internal Medicine).
Dr Stein was a Clinical Associate and Senior Staff Fellow at The National Cancer
Institute,  Bethesda,  Maryland.  He is  currently  an  Associate  Professor  of
Pharmacology and Clinical Medicine at Columbia University, College of Physicians
and Surgeons,  in New York. In addition to his clinical and faculty  activities,
he is Co-Editor-in-Chief of Antisense and Nucleic Acid Drug Development, sits on
7 Editorial  Advisory  Boards,  including  Nucleic Acids  Research,  serves on 8
Scientific Advisory Boards including Genta (Berkeley Heights,  NJ), Targent (New
York, NY), A3D (Heidelberg, Germany), and is an Ad hoc Reviewer for over 20 Peer
Review Journals.  Dr Stein is the author of 97 Peer Review Journal Articles,  he
has written 56 book  chapters,  reviews and  editorials,  and he holds 6 patents
issued and has applied for 4 additional patents.

ALAN GEWIRTZ, PH.D., M.D.
Dr. Gewirtz is currently a Member-Institute  for Human Gene Therapy, a Professor
of Internal  Medicine,  and a Professor of Pathology and Laboratory  Medicine at
the University of  Pennsylvania  School of Medicine.  He is also a Member of the
Graduate  Group in Cell and  Molecular  Biology  and the Leader of the Stem Cell
Biology  and  Therapeutics  Program at the  University  of  Pennsylvania  Cancer
Center.  A respected  leader in antisense  research,  Dr. Gewirtz earned a BA at
Colgate University in Marine Biology,  received his MA from the State University
of New York at  Buffalo  and an MD from the  University  at  Buffalo,  School of
Medicine  and  Biomedical  Sciences.  He was a Resident in Medicine at Mt. Sinai
Hospital,  N.Y.,  a  Fellow  in  Hematology/Oncology  at Yale  University  and a
Research Associate in Medicine at Yale University School of Medicine.

SAMUEL KAPLAN,  PH.,D.  Professor and Chairman of the Department of Microbiology
of the University of Texas Houston Medical School.  Dr. Kaplan's  scientific and
academic career spans four decades and several continents. He is chairman of the
publications board of the American Society of Microbiology, publishers of eleven
of the world's premier biological sciences journals. Recognized by his peers, he
is the recipient of twelve honorary awards.  He has authored over 200 scientific
papers and written several chapters of electronic educational texts.

For the  past  twenty  years,  Dr.  Kaplan  has lead  the  investigation  of the
bacterium  Rhodobacter  sphaeroides,  "This group of bacteria are among the most
metabolically  diverse  organisms  known,  being  capable  of  growing in a wide
variety  of  growth  conditions."  Dr.  Kaplan  is a  collaborator  in the  U.S.
Department of Energy funded R.  sphaeroides  Genome Project.  R. sphaeroides has
interesting  properties,  for example,  it can break down or "eat" heavy metals.
The scientific  knowledge  gained in this effort has great  implications  in the
fields of energy transformation and bioremediation.

Dr. Kaplan earned his  bachelor's  degree from Cornell  University,  his masters
from  Yale and his  doctorate  in  molecular  genetics  from the  University  of
California  San Diego.  He  completed  two years of  post-doctoral  training  at
Cambridge  University.  He joined the faculty of University of Illinois - Urbana




                                       10
<PAGE>

in 1967 and moved through the  institution's  academic  ranks to the position of
professor  and director of the  Biotechnology  Center in 1987.  In 1989,  he was
appointed  Chairman of the  Department  of  Microbiology  at University of Texas
Houston Medical School.


YIN CHEN, PH.D.: See the description above under the caption "Management"


REGULATORY ISSUES

The United States Food and Drug  Administration  (FDA)  approves  compounds that
have been  demonstrated as being both safe and effective as individual parts and
in  combination  for medical use in humans.  The FDA also  recognizes  different
categories of disease,  which deserve  different  approval  standards.  The most
lenient   standard  is  accorded  to  those  drugs  that  have  been  designated
"compassionate  use" in that any  dangers or side  effects  they may exhibit are
less harmful than those  inherent in the disease  itself when  compared with the
potential benefits.

Certain diseases have been designated as "orphan"  diseases in that there are so
few  cases  that  the  major  drug  companies  cannot  justify  the  expense  of
investigational development and submitting to the full approval process. Many of
the orphan diseases,  although rare, are nonetheless devastating to the patients
and their  families  from both a physical and financial  point of view.  The FDA
therefore,  has afforded  less rigorous  requirements  for their  approval.  The
Company will work within the existing FDA guidelines  described above to achieve
approval for the use of the Company's technology.

Once a therapeutic  drug has been  demonstrated in the laboratory,  typically in
cell  cultures  where  Antisense  compounds  are  investigated,  the drug may be
studied in  animals.  Laboratory  and animal data may be used to apply for a new
drug application  (NDA) from the FDA and to support  protocols and study designs
for clinical trials submitted to an Institutional  Review Board (IRB). Data from
the  clinical  trials may be  submitted  to the FDA to complete the NDA process.
Once the FDA approves the NDA, the company may market the drug.

CytoGenix has produced demonstrations in several cell cultures of the expression
capabilities of its technology.  It may require an additional one to three years
to complete adequate animal trials to support  initiation of clinical trials for
a specific Antisense compound against a disease.  These clinical trials may take
from one to three years. At this time the Company has not yet produced any final
products  subject to the approval  regulations of the FDA and therefore,  cannot
anticipate any approval timetable.

ITEM 2: DESCRIPTION OF PROPERTY

The Company's  corporate  executive offices are located at 3100 Wilcrest,  Suite
140, Houston, Texas 77042.  The Company has occupied  approximately  6000 square
feet of executive office and laboratory space since December 2003.  The facility
is in new condition and is adequate for the Company's current  operations.  Rent
on the facility is $5,800.00 per month.

ITEM 3: LEGAL PROCEEDINGS

Not Applicable.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

                                     PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS





                                       11
<PAGE>

PRINCIPAL MARKET

The Company's securities were quoted on the NASD electronic bulletin board, from
February 5, 1996 to February  27, 2000.  The Company was delisted  from the NASD
electronic  bulletin  board on February  27, 2000 due to the Company  having not
achieved  compliance  with NASD  marketplace  rule 6530.  On August 24, 2001 the
Company was  relisted  on the Over The Counter  Bulletin  Board.  The  Company's
ticker  symbol is "CYGX".  The market  makers in 2003 for the  Company's  common
stock were:

ACAP FINANCIAL, INC.
BAIRD, PATRICK & CO., INC
BROKERAGEAMERICA, INC
BISHOP, ROSEN & CO., INC.
CROWN FINANCIAL GROUP, INC.
FLEET TRADING/A DIVISION OF FLEET SECURITIES
WM. V. FRANKEL & CO., INCORPORATED
GVR COMPANY LLC
HILL THOMPSON MAGID, L.P.
HERZOG, HEINE, GEDULD, LLC
LADENBURG, THALMANN & CO., INC.
MAY FINANCIAL CORPORATION/SPECIAL ACCOUNT
M G SECURITIES GROUP, INC.
KNIGHT SECURITIES, L.P.
PARAGON CAPITAL MARKETS, INC.
SCHWAB CAPITAL MARKETS, L.P.
WIEN SECURITIES CORP.


BID INFORMATION

The high and low bid  prices for the  Company's  common  stock for each  quarter
within the last two fiscal years, as quoted by the OTC Bulletin  Board,  were as
follows.  The quotations reflect  inter-dealer  prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions.




                                    HIGH LOW





                                                             HIGH        LOW

Fiscal Year Ending December 31, 2003
        Fourth Quarter Ended 12/31/03...............         .87         .62
        Third Quarter Ended 9/30/03.................        1.16         .58
        Second Quarter Ended 06/30/03...............         .19         .04
        First Quarter Ended 3/31/03.................         .13         .05
Fiscal Year Ending December 31, 2002
        Fourth Quarter Ended 12/31/02...............         .19         .09
        Third Quarter Ended 9/30/02.................         .25         .11
        Second Quarter Ended 06/30/02...............         .46         .19
        First Quarter Ended 3/31/02.................         .48         .16




                                       12
<PAGE>



STOCKHOLDERS

As of December 31, 2003 there were  approximately  620 shareholders of record of
our Common  Stock,  one of which is Cede & Co., a nominee for  Depository  Trust
Company (or DTC).  All of the shares of Common  Stock held by  brokerage  firms,
banks,  and other financial  institutions as nominees for beneficial  owners are
deposited  into  participant  accounts at DTC, and are  considered to be held of
record by Cede & Co. as one shareholder.  The Company has not paid any dividends
on its Common  Stock and the Board does not intend to declare any  dividends  in
the foreseeable future.

CHANGES IN SECURITIES

On January 27, 2003 the Company  issued  2,632,393  shares of common  stock.  Of
these shares,  191,166 were issued (Scott Edward  Parazynski-  91,737 shares and
Michael  Walters-  99,429  shares) for $25,000  services  rendered (or $0.13 per
share). Also of these shares, 911,227 were issued to executive officers (Malcolm
Skolnick-288,000  shares,  Frank Vazquez- 78,261 shares, Yin Chen-125,217 shares
and Lawrence  Wunderlich-  125,217  shares) and  employees  (Kim Totsky-  65,823
shares, Maury M. Fogle- 120,000 shares,  Xin-Xing Tan- 13,043 shares and Harilyn
McMicken-  95,666  shares)  of the  Company  as bonus  for  compensation  for an
aggregate price of $70,913 or an average of $0.11 per share (based on a bonus of
20  % of  annual  gross  salary  period)  in  reliance  on  the  exemption  from
registration  provided  by  Section  4(2)  of the  Securities  Act of  1933  for
transactions not involving a public offering.  Of the $70,913, $191 was received
from the employees in cash and the remainder represents stock compensation. Also
of these shares,  1,100,000 were issued (Frank Vazquez-500,000  shares, Xin-Xing
Tan- 100,000  shares and Yin Chen-  500,000  shares) for an  aggregate  price of
$66,000  (or an average of $0.06 per share) as bonuses for  compensation,  which
shares were issued in reliance on the exemption  from  registration  provided by
Section 4(2) of the  Securities  Act of 1933 for  transactions  not  involving a
public offering.  Of the $66,000,  $1,100 was received from the employee in cash
and the remainder  represents stock  compensation.  The remaining 430,000 shares
were sold for an  aggregate  cash  price of  $38,700  (or $0.09 per  share) in a
private placement to accredited  investors (Lou Howard- 30,000 shares and Roland
L Violette- 400,000 shares) pursuant to the exemption from registration provided
by Section 3(b) of the Securities Act of 1933 and Rule 506 thereunder.

On March 11, 2003,  the Company  issued  251,496 shares of common stock (Hydeman
family  Partners-  86,497 shares,  Marc Nelkin- 13,333 shares,  Douglas  Nelkin-
40,000 shares,  Richard Cecil- 8,333 shares and Andrew  Yasinoff-  3,333 shares)
for services rendered aggregating $17,605 (or $0.07 per share) ) pursuant to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 506 thereunder.

On March 24, 2003,  the Company  issued  1,521,428  shares of its common  stock.
These  shares were sold for an  aggregate  cash price of $106,500  (or $0.07 per
share) in a private placement to accredited  investors (Robert P.  Maddox-50,000
shares,  Kenneth Howard- 30,000 shares,  Kenneth Howard II- 10,000 shares, Karen
Howard- 10,000 shares,  Eric H. Stocker- 142,857 shares,  G. Don Edwards 150,000
shares,  Paul Goldman- 100,000 shares, John P. Skubinski- 50,000 shares, Marc S.
Nelkin-  28,571  shares,  Brad  Houston-  350,000  shares and Roland L Violette-
600,000 shares) pursuant to the exemption from registration  provided by Section
3(b) of the Securities Act of 1933 and Rule 506 thereunder.

On May 06, 2003, the Company  issued  364,285 shares of its common stock.  These
shares were sold for an aggregate  cash price of $25,500 (or $0.07 per share) in
a private  placement to  accredited  investors  (Brad  Houston-  78,571  shares,
William  Waldroff-  285,714 shares  pursuant to the exemption from  registration
provided by Section 3(b) of the Securities Act of 1933 and Rule 506 thereunder.

On May 16, 2003 the Company issued  2,043,210  shares of common stock.  Of these
shares,  1,943,210  shares were sold for an aggregate  cash price of $35,000 (or
$0.018  per  share) in a  private  placement  to  accredited  investors  (Roland
Violette-1,943,210 shares ) pursuant to the exemption from registration provided
by  Section  3(b) of the  Securities  Act of 1933 and Rule 506  thereunder.  The
remaining  shares  were  issued to (Harry  Bushong-  50,000  shares and  Timothy
Kipper- 50,000 shares) for $7,000 of services rendered (or $0.14 per share).

On June 03, 2003 the Company issued 719,413 shares of common stock. All of these
shares were issued to executive officers (Malcolm Skolnick-156,648 shares, Frank
Vazquez- 117,510 shares, Yin Chen-93,989 shares and Lawrence  Wunderlich- 93,989
shares) and employees (Kim Totsky- 49,407 shares, Maury M. Fogle- 57,739 shares,



                                       13
<PAGE>

Xin-Xing Tan- 78,324 shares and Harilyn  McMicken- 71,807 shares) of the Company
as bonus  compensation for an aggregate price of $69,835 or an average of $0.097
per share (based on a bonus of 20 % of annual  gross  salary) in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933 for transactions not involving a public offering.

On June 26, 2003, the Company issued  1,616,067  shares of common stock (Hydeman
Family  Partners-  5,000 shares,  Douglas C. Nelkin- 67,857  shares,  for $5,100
services rendered (or $0.07 per share).  The remaining shares,  1,543,210 shares
were sold for an  aggregate  cash price of $25,000  (or  $0.0126 per share) in a
private  placement to accredited  investor (Roland  Violette-1,543,210  shares )
pursuant to the  exemption  from  registration  provided by Section  3(b) of the
Securities Act of 1933 and Rule 506 thereunder.

On June 30, 2003 the Company issued  15,616,666 shares of common stock. Of these
shares,  15,616,666 shares were sold for an aggregate cash price of $468,500 (or
$0.03  per  share)  in  a  private  placement  to  accredited   investors  (Paul
Goldman-500,000  shares,  Andrew  Yosinoff - 266,666  shares,  Jett -  5,000,000
shares, John Sullivan - 300,000 shares, Robert Lilley - 333,333 shares, Janie F.
Edwards - 450,000  shares,  Gary Edwards - 650,000 shares,  Charles  Skarshaug -
300,000  shares,  Richard  Cecil - 250,000  shares,  Series LTD,  Inc. - 500,000
shares,  Robert Pietrantonio - 166,667 shares, Joel Ray - 200,000 shares.  Jerry
Tullo -  100,000  shares,  Nasir &  Samina  Shaikh  -  500,000  shares,  John P.
Skubinski - 500,000 shares,  Yvonne  Gattineri - 100,000  shares,  John & Sandra
Ehlert - 200,000  shares,  Ronald  Huntsman  -  300,000  shares,  Donald  Lawlor
-200,000 shares,  Peter Corbet - 200,000 shares,  Robert James - 166,667 shares,
Scott  Huntsman - 200,000  shares,  Robert  Charney - 200,000  shares,  Robert &
Claudia White - 200,000 shares,  Steven Huntsman - 200,000 shares, Jerome Butler
- 200,000  shares,  Ray Adams - 100,000  shares,  Andrew Adams - 100,000 shares,
Carey D. Gray - 200,000 shares,  Ronald Kozak - 200,000 shares, D & L Builders -
200,000 shares,  Warren Hammer - 200,000  shares,  Donals Lawlor 200,000 shares,
Bill Mergo - 200,000 shares,  Mark H. Mackain - 500,000 shares, Ruth V. Marascia
trust - 200,000 shares,  Dino Landino - 100,000 shares,  Richard Barry - 333,333
shares,  Roland  Violette - 900,000  shares ).  pursuant to the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 506
thereunder )


On August 7, 2003 the Company issued  7,303,493 shares of common stock. Of these
shares,  7, 303,493 were sold for an aggregate  cash price of $219,105 (or $0.03
per share) in a private placement to accredited investors (Richard Cecil-500,000
shares,  Larry Masi - 200,000 shares,  Larry Massi,  Maximum Value  Promotions -
166,666 shares,  Rosemarie  Brokenshire - 166,666  shares,  Donald Dow - 100,000
shares,  Bob Hydeman - 836,827 shares,  Marcus & Diane Kuypers - 166,667 shares,
Frances Nelkin - 500,000  shares,  Vera & Cyril Brandt - 600,000  shares,  Peter
Imbert - 333,333 shares,  Richard Bean - 1,000,000 shares,  Steve Pearce 166,667
shares,  Peter Imbert-  266,667 shares,  Thomas Loucas - 200,000 shares,  Robert
Kirk - 100,000  shares,  Roland  Violette -  2,000,000  shares  pursuant  to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 506 thereunder)

On August 20, 2003, the Company issued 100,000 shares of common stock (Corporate
Image Bureau- 100,000 shares for services rendered aggregating $14,000 (or $0.14
per share) pursuant to the exemption from registration  provided by Section 3(b)
of the Securities Act of 1933 and Rule 506 thereunder.

On September 22, 2003 the Company issued  2,062,414  shares of common stock.  Of
these shares, 346,080 were issued to executive officers (Malcolm Skolnick-29,065
shares,  Frank  Vazquez-  42,349  shares,  Yin  Chen-65,184  shares and Lawrence
Wunderlich-  105,362  shares) and  employees  (Xin-Xing  Tan- 54,320  shares and
Harilyn  McMicken-  49,800 shares) of the Company as bonus  compensation  for an
aggregate  price of $69,835 or an average of $0.076 per share (based on bonus of
20 % of annual  gross  salary) in reliance on the  exemption  from  registration
provided by Section  4(2) of the  Securities  Act of 1933 for  transactions  not
involving a public offering. Of these shares,  1,662,016 were issued to (Hydeman
Family Partners-  1,203,683 shares,  Rick Barry- 30,000 shares,  John Gattineri-
26,667  shares,  Kirk  Huntsman-  35,000 shares,  Donals  Lawler-50,000  shares,
Richard  Cecil- 30,000  shares,  Andrew  Yosinoff-  20,000  shares,  and Douglas
Nelkin-266,666  shares) for services  rendered  aggregating  49,820 (or $.03 per
share).  The remaining  shares were issued to (Scott Edward  Parazynski-  47,273
shares and Cy Stein- 7,045 shares) for Board of Directors  compensation,  $5,000
(or an average price of $.092 per share).





                                       14
<PAGE>



On September 30, 2003 the Company  issued  442,857  shares of common  stock.  Of
these shares,  442,856  shares were sold for an aggregate  cash price of $62,000
(or  $0.14  per  share)  in a private  placement  to  accredited  investors(John
Skubinski - 50,000 shares,  Eric Stocker - 142,857,  Paul Goldman- 100,000,  and
Don Edwards- 150,000,).  pursuant to the exemption from registration provided by
Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder)

On September 30, 2003 the Company issued  1,157,142  shares of common stock.  Of
these shares, 1,157,142 shares were sold for an aggregate cash price of $162,000
(or $0.14 per share) in a private placement to accredited investors(Brad Houston
- 428,571 shares,  Roland  Violette - 600,000,  Robert & Ingrid Maddox - 50,000,
Mark  Nelkin - 28,571,  Ken Howard - 30,000,  Ken Howard II - 10,000,  and Karen
Howard-  10,000,).  pursuant  to the  exemption  from  registration  provided by
Section 3(b) of the Securities Act of 1933 and Rule 506 thereunder )

On November 26, 2003, the Company issued  1,108,260  shares of common stock.  Of
these  shares  121,284  shares were  issues to Chris  Hymel for $6,431  services
rendered  (or $0.05 per  share),  531,976  shares  issued to Douglas  Nelkin for
$24,825.54  services rendered (or $.05 per share),  55,000 shares issued to Marc
Nelkin for $48,000  services  rendered (or $.88 per share) and 400,000 shares to
Twitchell Corporation,  Jan Vonk, Jim Wrobel, Clayton Carter and Cade Carter for
$352,000  services  rendered (or $.88 per share)  pursuant to the exemption from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 506
thereunder.

On December 09, 2003 the Company  issued  1,140,257  shares of common stock.  Of
these shares, 48,757 were issued to executive officers (Malcolm  Skolnick-12,357
shares,  Frank  Vazquez-  8,783  shares,  Yin  Chen-7,026  shares  and  Lawrence
Wunderlich- 9,368 shares) and employees  (Xin-Xing Tan- 5,855 shares and Harilyn
McMicken-  5,368  shares)  of the  Company  as  bonus  for  compensation  for an
aggregate price of $31,313 or an average of $0.64 per share (based on a bonus of
25 % of annual  gross  salary) in reliance on the  exemption  from  registration
provided by Section  4(2) of the  Securities  Act of 1933 for  transactions  not
involving a public  offering.  The  remaining  1,091,500  share were sold for an
aggregate cash price of $436,600 (or $0.40 per share) in a private  placement to
accredited  investors(Donald  Griffin - 100,000 shares, Margaret Barham - 25,000
shares,  Jackie Houston- 180,000 shares,  Terry Jenkins - 25,000 shares,  Barney
Jeffcoats - 200,000 shares, Samuel & Lee Wilkins - 50,000 shares, Brad Houston -
75,000  shares,  David & Tara  O'Donnell  - 12,500  shares,  Ashley  &  Caroline
Hollowell - 25,000 shares, Larry & Jennifer Lowe - 25,000 shares,  Clayton Smith
- 25,000 shares,  Marcus Kuypers - 25,000  shares,  Series Unltd,  Inc. - 50,000
shares,  Frank Esposito - 20,000 shares, John Drury - 2,500 shares, James Loflin
- 2,500 shares, Irle Dean Rhodes - 25,000 shares, Richard Thomas Barnes - 12,500
shares,  Michael  Deno - 75,000,  Dorian  Shapiro - 36,500 and Nicolas  Wonnell-
100,000,)  pursuant to the exemption from registration  provided by Section 3(b)
of the Securities Act of 1933 and Rule 506 thereunder )



ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Management's Plan of Operation contains  forward-looking  statements,  which
involve  risks and  uncertainties.  The  Company's  actual  results  may  differ
materially from the results discussed in the forward-looking statements.

The Company has budgeted approximately  $3,200,000 for operations in fiscal year
2004,  of which  approximately  $1,700,000  has been  allocated  for general and
administrative  costs and $1,500,000 for research and development.  We will rely
on equity financing to satisfy its working capital  requirements,  and has as of
December  31,  2003  $236,962  of cash on hand  for  fiscal  year  2004.  Of the
$1,500,000  budgeted  for  research  and  development   expenses,   the  Company
anticipates  $1,100,000  will  be  utilized  for  pre-clinical  development  and
$155,000 will be paid as salary to the Company's  employees and  researchers and
$55,000 will be paid for supplies.

There  are  currently  over  800  U.S.  patents  for  Antisense  molecules  with
therapeutic potential,  each of which is a prospective licensee for the Company.
The Company  anticipates  entering into  licenses for revenues  upon  successful
completion  of phase  I/II FDA  clinical  studies  of its  pre-clinical  product
candidates.

The Company's ability to continue  operations  through December 31, 2004 depends
on its success in obtaining equity financing in an amount  sufficient to support
its operations  through that date.  There is substantial  doubt that the Company
will  be able to  generate  sufficient  revenues  or be able to  raise  adequate





                                       15
<PAGE>

capital to remain a going concern through December 31, 2004. Based on historical
yearly financial  requirements,  operating capital of approximately $3.2 million
will be needed for each of the calendar years 2004 and 2005.

The  Company  has  also  entered  into a  Consulting  Agreement  with  Eurotrade
Financial,   Inc.  dated  March  19,  2002.  Pursuant  to  this  agreement,  the
consultants are advising the Company as to, among other things, financial public
relations  and  corporate  finance  matters,  including  the  raising  of  up to
$5,000,000 of working  capital  through the issuance of equity  securities.  The
term of this consulting  agreement  expires on March 19, 2003. In  consideration
for the financial public relations consulting,  the Company has issued 2,200,000
shares of its Common Stock to six entities selected by the consultant.  Of those
shares,  1,200,000  have been released from escrow to those six entities and the
remaining  1,000,000  shares are to be released at the rate of 100,000 per month
on the  last day of each  remaining  month in  2002.  As of March  19,  2003 all
2,200,000  shares of Common Stock have been released  from escrow.  In the event
the Company raises working capital  pursuant to this consulting  agreement,  the
Company is  obligated  to pay the  consultant  a finder's fee equal to 2% of the
gross proceeds.  In addition, if the Company obtains working capital as a result
of any licensing, joint venture or other mutual exploitation of any asset of the
Company due to the advice  received  from the  consultant,  the Company would be
obligated to pay the  consultant;  (i) 5% of the first  $1,000,000  of proceeds,
plus (ii) 4% of the portion of proceeds  in excess of  $1,000,000  but less than
$1,999,999, plus (iii) 3% of the portion of proceeds in excess of $2,000,000 but
less than  $2,999,999,  plus (iv) 2% of the  portion  of  proceeds  in excess of
$3,000,000 but less than  $3,999,999,  plus (v) 1% of the portion of proceeds in
excess of  $4,000,000.  As of March 19, 2003,  the Company has raised no working
capital as a result of this consulting agreement and the agreement on this dated
has expired.

The  Company  expects its sources of revenue,  for the next  several  years,  to
consist  primarily of payments under future product  development  joint ventures
and of  licensing  agreements  as well as  possible  royalties.  The  process of
developing the Company's products will require  significant  additional research
and development,  preclinical testing and clinical trials, as well as regulatory
approvals.   These   activities,   together  with  the  Company's   general  and
administrative expenses, are expected to result in operating losses for at least
two more years.  The Company will not receive product  revenue from  therapeutic
products unless it completes clinical trials and successfully  commercializes or
arranges for the  commercialization of one or more products,  the accomplishment
of which no assurance can be given.

The Company is subject to risks common to biopharmaceutical companies, including
risks  inherent in its research  and  development  efforts and clinical  trials,
reliance  on  collaborative  partners,  enforcement  of patent  and  proprietary
rights,  the need for future capital,  potential  competition and uncertainty in
obtaining  required  regulatory   approval.   In  order  for  a  product  to  be
commercialized,  it will be necessary for the Company and its  collaborators  to
conduct  pre-clinical tests and clinical trials demonstrate  efficacy and safety
of the Company's product candidates obtain regulatory  clearances and enter into
distribution and marketing  arrangements either directly or through sublicenses.
From the Company's  inception through the date of this document,  the major role
of  management  has been to obtain  sufficient  funding for  required  research,
monitoring research progress and developing and licensing intellectual property.













                                       16
<PAGE>



ITEM 7: FINANCIAL STATEMENTS

                                TABLE OF CONTENTS



Independent Auditor's Report                                                F-1

Balance Sheet                                                               F-2

Statement of Operations                                                     F-3

Statement of Changes in Stockholders' Deficit                               F-4

Statement of Cash Flows                                                     F-5

Notes To The Financial Statements                                           F-6













                                       17
<PAGE>




                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
 CytoGenix, Inc.
 A Development Stage Company
 Houston, Texas

We have audited the accompanying balance sheet of CytoGenix, Inc. as of December
31, 2003, and the related statements of operations,  stockholders'  deficit, and
cash flows for each of the two years then ended and the period from February 10,
1995 (Inception)  through December 31, 2003. These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on these  financial  statements  based  on our  audits.  The  financial
statements for the period  February 10, 1995  (inception)  through  December 31,
2000,  were  audited  by other  auditors  whose  reports  expressed  unqualified
opinions on those statements.  The financial  statements for the period February
10, 1995 (inception)  through December 31, 2000,  include total revenues and net
loss of $0 and  $8,248,701,  respectively.  Our  opinion  on the  statements  of
operations,  stockholders'  equity  (deficit),  and cash  flows  for the  period
February 10, 1995 (inception)  through December 31, 2003,  insofar as it relates
to amounts for prior periods  through  December 31, 2000, is based solely on the
report of other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of CytoGenix,  Inc. as of December
31, 2003,  and the results of its  operations and its cash flows for each of the
two years then ended and the period from February 10, 1995  (Inception)  through
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States of America.

As discussed in Note 2 to the  financial  statements,  the  Company's  recurring
losses from  operations and the need to raise  additional  financing in order to
satisfy its  vendors and other  creditors  and execute its  Business  Plan raise
substantial doubt about its ability to continue as a going concern. Management's
plans  as to these  matters  are also  described  in Note 2. The 2003  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Malone & Bailey, PLLC
-------------------------
    Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas
March 22, 2004













                                       F-1



<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                DECEMBER 31, 2003


                                 ASSETS
<S>                                                                                   <C>

CURRENT ASSETS:
     Cash                                                                             $      236,962
    Prepaid expenses                                                                          20,374
                                                                                      --------------
           Total current assets                                                              257,336

Property and equipment, net of $113,521 accumulated depreciation                              90,223
Deposits                                                                                       6,399
                                                                                      --------------
           Total assets                                                               $      353,958
                                                                                      ==============

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable                                                                  $      288,367
     Accrued expenses                                                                        308,835
                                                                                      --------------
           Total current liabilities                                                         597,202
                                                                                      --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 150,000,000 shares
       authorized, 98,724,993 shares issued and outstanding                                   98,725
    Additional paid-in capital                                                            17,447,556
    Treasury stock                                                                          (629,972)
    Deficit accumulated during the development stage                                     (17,159,553)
                                                                                      --------------
           Total stockholders' deficit                                                      (243,244)
                                                                                      --------------

           Total liabilities and stockholders' deficit                                $      353,958
                                                                                      ==============
</TABLE>














     See accompanying summary of accounting policies and notes to financial
     statements.


                                       F-2
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF OPERATIONS
                YEARS ENDED DECEMBER 31, 2003 AND 2002 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH DECEMBER 31, 2003


                                                                                                       Inception
                                                                                                        Through
                                                                2003                 2002                2003
                                                         ------------------   -----------------   ------------------
<S>                                                      <C>                  <C>                 <C>

 REVENUES                                                $        80,000      $         1,700     $        82,575

 COST OF REVENUES                                                264,893                    -             264,893
                                                         ---------------      ---------------     ---------------

 GROSS MARGIN                                                   (184,891)               1,700            (182,316)

 COSTS AND EXPENSES:
     Research and development                                   (454,433)            (187,040)         (5,250,403)
     General and administrative                               (1,629,649)          (2,203,165)        (11,157,880)
     Depreciation and amortization                               (38,445)             (40,699)           (206,075)
     Impairment expense                                                -                    -            (345,588)
     Equity in losses of joint venture                                 -                    -             (10,000)
                                                         ---------------      ---------------     ---------------
 LOSS FROM OPERATIONS                                         (2,307,420)          (2,429,204)        (17,152,262)

 OTHER INCOME:
     Gain on sale of security                                          -                    -                 881
       Loss on disposal of property of equipment                  (9,805)                   -              (9,805)
     Dividend income                                                   -                    -               1,633
                                                         ---------------      ---------------     ---------------
 NET LOSS                                                $    (2,317,225)     $    (2,429,204)    $   (17,159,553)
                                                         ===============      ===============     ===============

 Net loss per share:
     Basic and diluted net loss per share                $          (.03)     $          (.04)
                                                         ===============      ===============

 Weighed average shares outstanding:
     Basic and diluted                                        81,413,585           55,765,944
                                                         ===============      ===============
</TABLE>










     See accompanying summary of accounting policies and notes to financial
     statements.


                                       F-3
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                       STATEMENT OF STOCKHOLDERS' DEFICIT
       PERIOD FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH DECEMBER 31, 2003



                                                COMMON STOCK            Additional                                         Total
                                        ----------------------------     Paid -in        Treasury         Retained     Stockholders'
                                           Shares         Amounts        Capital           Stock           Deficit         Deficit
                                        -------------  -------------  --------------  ---------------  -------------- --------------
<S>                                     <C>            <C>            <C>             <C>              <C>            <C>

Shares issued for cash - Note 5            19,983,036  $      19,983  $    2,748,733  $             -  $           -  $   2,768,716

Shares issued for services - Note 5        15,243,474         15,243       5,213,895                -              -      5,229,138

Stock option expense                                -              -       1,797,300                -              -      1,797,300

Contributions to capital                            -              -         152,500                -              -        152,500

Purchase of treasury stock                          -              -               -          (60,000)             -        (60,000)

Sales of treasury stock                             -              -      (1,639,938)       2,180,506              -        540,568

Shares issued for debt                        212,780            213         135,777                -              -        135,990

Issuance of stock into treasury            20,000,000         20,000      10,455,016      (10,475,016)             -              -

Retirement of treasury stock              (11,048,625)       (11,048)     (6,862,825)       6,873,873              -              -

Penalty on sale of treasury stock                   -              -        (125,765)         125,765              -              -

Shares issued for patent                      500,000            500         374,500                -              -        375,000

Shares received for note receivable                 -              -               -          (25,100)             -        (25,100)

Reclassify prior year treasury sales to

   additional paid in capital in 2000               -              -               -          750,000              -        750,000

Deficit accumulated in development stage            -              -               -                -    (12,413,124)   (12,413,124)
                                        -------------  -------------  --------------  ---------------  -------------- --------------

BALANCE, December 31, 2001                 44,890,665         44,891      12,249,193         (629,972)   (12,413,124)      (749,012)
Shares issued for cash                     12,992,411         12,992       1,583,051                -              -      1,596,043
Shares issued for services                  3,162,535          3,163       1,013,584                -              -      1,016,747
Net loss                                            -              -               -                -     (2,429,204)    (2,429,204)
                                        -------------  -------------  --------------  ---------------  -----------------------------

BALANCE, December 31, 2002                 61,045,611         61,046      14,845,828         (629,972)   (14,842,328)      (565,426)
Shares issued for cash, net fundraising    31,662,784         31,663       1,289,686                -              -      1,321,349
Shares issued for services                  4,295,315          4,295         729,056                -              -        733,351
Shares issued for debt                        121,284            121          95,693                -              -         95,814
Shares issued for exercised warrants        1,599,999          1,600         222,400                -              -        224,000
Share rights issued as revenue                      -              -         264,893                -              -        264,893
incentive
Net loss                                            -              -               -                -     (2,317,225)    (2,317,225)
                                        -------------  -------------  --------------  ---------------  -------------  -------------

BALANCE, December 31, 2003                 98,724,993  $      98,725  $   17,447,556  $      (629,972) $ (17,159,553) $    (243,244)
                                        =============  =============  ==============  ===============  =============  =============
</TABLE>





     See accompanying summary of accounting policies and notes to financial
     statements.

                                       F-4
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY
                      Consolidated Statement of Cash Flows
                YEARS ENDED DECEMBER 31, 2003 AND 2002 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH DECEMBER 31, 2003

                                                                                                      Inception
                                                                                                       Through
                                                                2003                2002                 2003
                                                         ---------------     ---------------      ---------------
<S>                                                      <C>                 <C>                  <C>
OPERATING ACTIVITIES:
   Net loss                                              $    (2,317,225)    $    (2,429,204)        $(17,159,553)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                               38,445              40,699              206,076
      Impairment expense                                               -                   -              345,588
      Stock issued for services                                  733,351           1,016,747            6,979,237
      Stock option expense                                       264,891                   -            2,062,191
          Loss on disposal of property & equipment                 9,805                   -                9,805
      Equity in losses of joint venture                                -                   -               10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                        (12,160)              2,982              (20,374)
              Deposits                                            (6,399)                  -               (6,399)
         Accounts payable & accrued expenses                      31,263            (237,568)             825,629
                                                         ---------------     ---------------      ---------------
Net cash used in operating activities                         (1,258,029)         (1,606,344)          (6,747,800)
                                                         ---------------     ---------------      ---------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                            (45,358)            (10,387)            (273,315)
   Issue note receivable                                               -                   -              (25,100)
   Investment in joint venture                                         -                   -              (10,000)
                                                         ---------------     ---------------      ---------------
Net cash provided by used in investing activities                (45,358)            (10,387)            (308,415)
                                                         ---------------     ---------------      ---------------

FINANCING ACTIVITIES PROVIDED BY:
   Proceeds from notes payable                                         -                   -              250,000
   Payments on notes payable                                           -                   -             (250,000)
   Treasury shares sold                                                -                   -            1,290,568
   Purchase of treasury shares                                         -                   -              (60,000)
   Sale of common stock, net fundraising                       1,321,349           1,596,043            5,461,109
    Sale of common stock for exercised warrants                  224,000                   -              449,000
   Loans from related parties, net                                (5,000)              5,000                    -
   Contributions to capital                                            -                   -              152,500
                                                         ---------------     ---------------      ---------------
Net cash provided by financing activities                      1,540,349           1,601,043            7,293,177
                                                         ---------------     ---------------      ---------------
NET CHANGE IN CASH                                               236,962             (15,688)             236,962
CASH, beginning of period                                              -              15,688                    -
                                                         ---------------     ---------------      ---------------
CASH, end of period                                      $       236,962     $             -      $       236,962
                                                         ===============     ===============      ===============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                         $            -      $             -      $             -
                                                         ==============      ===============      ===============
   Income taxes paid                                     $            -      $             -      $             -
                                                         ==============      ===============      ===============
NONCASH TRANSACTIONS:
   Common stock issued for debt                          $       95,814      $             -      $       231,804
   Received treasury stock for note receivable                        -                    -               25,100
   Common stock issued for patent                                     -                    -              375,000
</TABLE>





     See accompanying summary of accounting policies and notes to financial
     statements.

                                       F-5

<PAGE>


                                 CYTOGENIX, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

CytoGenix,  Inc.  ("CytoGenix") was incorporated on February 10, 1995 in Nevada.
CytoGenix  is  a   biotechnology   company   focusing  on  controlled   cellular
dedifferentiation and transdifferentiation processes. CytoGenix has acquired the
rights for applications to a specialized  expression vector capable of producing
single stranded DNA (ssDNA) in both eukaryotes and prokaryotes.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the balance  sheet.  Actual results could differ from
those estimates.

Cash Equivalents

Cash  equivalents  include highly  liquid,  temporary  cash  investments  having
original  maturity dates of three months or less. For reporting  purposes,  such
cash  equivalents  are stated at cost plus accrued  interest which  approximates
fair value.

Revenue Recognition

CytoGenix's   revenues  are  derived  from  selling  research  kits.   CytoGenix
recognizes revenue when persuasive evidence of an arrangement  exists,  delivery
has occurred,  the sales price is fixed or determinable  and  collectibility  is
probable.

Long-lived Assets

Property and equipment are stated at cost less accumulated  depreciation.  Major
renewals and improvements are capitalized;  minor replacements,  maintenance and
repairs are charged to current operations.  Depreciation is computed by applying
the  straight-line  method  over  the  estimated  useful  lives  of each  asset.
CytoGenix  performs  reviews for the  impairment of long-lived  assets  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for the
Impairment of or Disposal of Long-Lived  Assets,  sets forth guidance as to when
to  recognize  an  impairment  of  long-lived  assets  and how to  measure  such
impairment.  The standards  require  certain  assets be reviewed for  impairment
whenever  events  or  circumstances  indicate  the  carrying  amount  may not be
recoverable.

Income Taxes

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
bases of assets and  liabilities.  CytoGenix  records a valuation  allowance  to




                                       F-6

<PAGE>


                                 CYTOGENIX, INC.
                         NOTES TO FINANCIAL STATEMENTS


reduce the  deferred tax assets to the amount that is more likely than not to be
realized.

Earnings Per Common Share

Basic and  diluted  net loss per share  excludes  dilution  and is  computed  by
dividing net loss by the weighted  average  number of common shares  outstanding
for the period presented

Stock-Based Compensation

CytoGenix  accounts for stock-based  compensation  issued to employees under the
intrinsic  value  method.   Under  this  method,   the  Company   recognizes  no
compensation  expense for stock  options  granted when the number of  underlying
shares is known and exercise price of the option is greater than or equal to the
fair  market  value of the  stock on the date of  grant.  No  options  have been
granted.

CytoGenix accounts for non-cash stock-based compensation issued to non-employees
in  accordance  with the  provisions  of SFAS No. 123.  Common  stock  issued to
non-employees  and consultants is based upon the value of the services  received
or the quoted market price, whichever value is more readily determinable.

Recent Accounting Pronouncements

CytoGenix   does  not  expect  the  adoption  of  recently   issued   accounting
pronouncements  to  have  a  significant   impact  on  CytoGenix's   results  of
operations, financial position or cash flows.


NOTE 2 - GOING CONCERN

CytoGenix has incurred losses totaling $17,159,553 through December 31, 2003 has
a working  capital  deficit of $339,866 at December 31,  2003.  Because of these
conditions,  CytoGenix  will  require  additional  working  capital  to  develop
business  operations.  CytoGenix  intends to raise  additional  working  capital
either through private placements, public offerings and/or bank financing.

There  are no  assurances  that  CytoGenix  will be able to  achieve  a level of
revenues  adequate to generate  sufficient  cash flow from  operations or obtain
additional  financing through private  placements,  public offerings and/or bank
financing necessary to support CytoGenix's working capital requirements.  To the
extent that funds generated from any private placements, public offerings and/or
bank financing are insufficient, CytoGenix will have to raise additional working
capital. No assurance can be given that additional  financing will be available,
or if available,  will be on terms acceptable to CytoGenix.  If adequate working
capital is not available CytoGenix may not increase its operations.

These conditions raise substantial  doubt about CytoGenix's  ability to continue
as a going  concern.  The financial  statements  do not include any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of  liabilities  that might be necessary  should
CytoGenix be unable to continue as a going concern.


NOTE 3 - PROPERTY

Property consisted of the following as of December 31, 2003:


               Lab equipment                   5 years          $  110,384
               Furniture and office equipment  3-7 years            93,360
               Less: accumulated depreciation                     (113,521)
                                                                ----------
               Net book value                                  $    90,223
                                                               ===========


Depreciation   expense   totaled   $38,455   and  $40,699  for  2003  and  2002,
respectively.
                                       F-7

<PAGE>

                                 CYTOGENIX, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - ACCRUED EXPENSES

Accrued  expenses mainly consists of unpaid salaries and unpaid payroll taxes on
cash  compensation  and stock  based  compensation.  Total  accrued  payroll and
accrued  payroll  taxes as of  December  31,  2003 and  2002  was  $269,458  and
$162,551, respectively.

NOTE 5 - COMMON STOCK ISSUANCES

CytoGenix common stock issuances since inception have been as follows:

STOCK ISSUED FOR SERVICES:
                         Year                  Shares               Amount
                         ----              ------------          -----------
                         1995                 4,584,500           $     47,383
                         1996                   500,000                375,000
                         1997                 3,687,425                691,392
                         1998                 3,601,021              2,820,826
                         1999                   544,348                468,322
                         2000                   546,171                491,473
                         2001                 1,780,009                334,742
                                            -----------            -----------
                         Sub-total           15,243,474              5,229,138
                         2002                 3,162,535              1,016,747
                         2003                 4,295,315                733,351

STOCK ISSUED FOR CASH:
                         Year                  Shares               Amount
                         ----              ------------          -----------
                         1995                   110,000           $     21,000
                         1997                   825,974                129,132
                         1998                 2,964,000                593,800
                         1999                   317,220                130,026
                         2000                 1,268,989                610,800
                         2001                14,496,853              1,283,958
                                            -----------            -----------
                         Sub-total           19,983,036              2,768,716
                         2002                12,992,411              1,596,043
                         2003                31,662,784              1,321,349

In 2003,  restricted  common stock sold for cash was  consistently  sold through
private placement memorandums at a discount.  The difference between the selling
price and the fair market  value on the date sold was  approximately  $6,200,000
for the year.

In connection with the private placement memorandums, CytoGenix issued 2,248,992
shares of common stock for costs of capital.

STOCK ISSUED FOR DEBT:
In 2003, 121,284 shares were issued for debt totaling $95,814.

In 1998,  212,780  shares were issued for debt  totaling  $135,990  and in 2000,
500,000 shares were issued for a patent, recorded at the fair value of the stock
issued totaling $375,000.  In 1999, 20,000,000 shares were put into treasury and
8,229,288 were retired from treasury. In 2001, 2,819,337 shares were retired.

NOTE 6 - STOCK OPTIONS AND WARRANTS

In 2003  CytoGenix  issued  3,771,426  warrants  as part of a private  placement
memorandum.  The warrants  vest  immediately  and expire one year from the grant
date.  The exercise  price on 1,885,713  warrants is $0.14 per share,  while the
other  1,885,713 is $0.28 per share.  As of December 31, 2003 all but 285,714 of
the $0.14 warrants have been exercised, and none of the $0.28 warrants have been
exercised.  Variables used in the Black-Scholes option-pricing model include (1)
1.5% risk-free  interest rate, (2) expected option life is the actual  remaining
life of the options as of each year end, (3) expected  volatility  is 200%,  and
(4) zero expected dividends.




                                      F-8
<PAGE>


                                 CYTOGENIX, INC.
                          NOTES TO FINANCIAL STATEMENTS


In July 2003,  CytoGenix  issued 750,000 stock right in conjunction with revenue
of $80,000.  The stock right vest  immediately  and have a term of one year. The
exercise  price is $0.13 per share.  The fair market  value of  $264,893and  was
classified as Cost of Revenues.  As of December 31, 2003 none of the stock right
have been exercised.

NOTE 7 - INCOME TAXES

For the period from inception through December 31, 2003,  CytoGenix has incurred
net losses and,  therefore,  has no tax  liability.  The net  deferred tax asset
generated  by the loss  carry-forward  has been fully  reserved.  The  valuation
allowance increased  approximately  $450,000.  The cumulative net operating loss
carry-forward is approximately  $8,084,000 at December 31, 2003, and will expire
in the years 2010 through 2023.

Deferred income taxes consist of the following at December 31, 2003:

               Long-term:
               Deferred tax assets                    $   2,748,500
               Valuation allowance                       (2,745,500)
                                                      -------------
                                                      $           -
                                                      =============

NOTE 8 - COMMITMENTS AND CONTINGENCIES

CytoGenix  leases  office  facilities  under an operating  lease that expires on
December  31,  2009.  Rent  expense  was  $35,653 and $19,000 for 2003 and 2002,
respectively.  Monthly rent is as follows:


                                                       Rent per Month
                                 Period

         December 1, 2003 - March 30, 2004              $         0
         April 1, 2004 - September 30, 2004                   2,979
         October 1, 2004 - September 30, 2005                 5,958
         October 1, 2005 - September 30, 2007                 6,179
         October 1, 2007 - September 30, 2009                 6,399


Over the term of the lease the rent  works out to an average of $5,701 per month
starting December 2003 and ending September 2009. As of December 31, 2003 $5,701
of deferred rent has been recorded.

CytoGenix  has entered into  Sponsored  Research  Agreements  (SRA) with several
Universities.  The Universities do research for CytoGenix related to CytoGenix's
proprietary technology.  As work progresses,  the Universities invoice CytoGenix
for  reimbursement  of  expenses  related  to  the  research.   The  SRA's  have
established  budgets.  As of December 31, 2002, unbilled amounts under the SRA's
totaled approximately $62,578

Litigation

Not Applicable








                                       F-9
<PAGE>

                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY


ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Not Applicable
                                    PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain  information  with respect to each of the
Directors, executive Officers, key employees and control persons of the Company.

                NAME         AGE                TITLE
--------------------------------------------------------------------------------

Malcolm H.                          Chief Executive Officer, President, Director
Skolnick....................  68    Term of Office:  2003 to 2006

Lawrence                            Chief Financial Officer, Director
Wunderlich..................  45    Term of Office:  2003 to 2004

Frank                               Director
Vazquez.....................  63    Term of Office:  2003 to 2005

Yin
Chen........................  41    VP.of.Research & Development
Scott E                             Director
Parazynski, M.D.............  44    Term of Office: 2003-2006

Cy A. Stein, M.D., Ph.D.....  50    Director
                                    Term of Office: 2003-2005

John J. Rossi, Ph.D.........  57    Director
                                    Term of Office: 2003-2004

Raymond L. Ocampo, Jr.......  50    Director
                                    Term of Office: 2003-2004


None of the members of  management  are  related.  The  Company has  executed an
employment  agreement  with  each of the  officers  of the  Company.  Employment
compensation  can be made in the form of cash or restricted  common stock at the
prevailing ask price of the stock.  The executive  officers are given the option
of accruing cash payments until such time as the Company can afford to make such
payments, in the sole discretion of the Board of Directors. The payment of stock
is based on the closing asked price of the Company's common stock on the 1st and
15th of each month for the preceding pay period.

DR.  MALCOLM H. SKOLNICK has been the Chief  Executive  Officer and President of
the  Company  since  September  1, 1999.  Prior to that time and for the last 30
years Dr.  Skolnick was a Professor in the  University of Texas Health  Sciences
Center at  Houston.  Dr.  Skolnick  received  a Ph.D.  in physics  from  Cornell
University and a J.D. from the University of Houston. He is licensed to practice
law in Texas and is a registered patent attorney. He has practiced  intellectual
property law, been active in technology  transfer and licensing  activities  and
serves on the Boards of Biodyne, Inc., Public Health Services,  Inc., QBIT, Inc.
and several non-profit foundations.

MR. LAWRENCE WUNDERLICH  worked as  a  financial  consultant  at the  investment
banking firm of  Josephthal  and Company from October 1996 until August 1998. At
that time, Mr. Wunderlich became the Company's Chief Financial Officer. Prior to
his employment with  Josephthal,  Mr.  Wunderlich  co-owned The Language Loop, a
translation  service from 1991 to 1996 and held the position of  President.  Mr.
Wunderlich attended the University of Vienna and Manhattan College in Riverdale,
New York.


                                       18
<PAGE>

                                 CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY


DR. YIN CHEN  earned  this Ph.D.  in  Molecular  Biology &  Biochemistry  at the
University of Maine in 1996. Subsequently, he was a post-doctoral fellow at Beth
Israel Deaconess  Medical Center, a teaching hospital of Harvard Medical School.
In 1999, he joined InGene,  Inc. of St. Louis as senior  research  scientist and
then  Cytogenix,  as chief  research  scientist in February  2000.  He is one of
co-inventors  of our company's  proprietary  ssDNA  expression  systems.  He was
appointed  to this  position  by the Board of  Directors  on November 7, 2001 to
replace Dr. Jonathan Elliston.  Dr. Yin Chen has also been promoted to Executive
Secretary of the Scientific Advisory Committee.

MR.  FRANK  VAZQUEZ  is a  consultant  specializing  in  life  science  start-up
enterprises.  He was President/CEO of Lark Technologies,  Inc. from 1989 to 1999
and Medical  Metrics,  Inc. from 2000 to 2001.  Mr.  Vazquez has been engaged by
BCMT, Inc. the commercialization  subsidiary of Baylor College of Medicine,  the
University of Texas Health  Science  Center-Houston  and  individual  clients to
organize  and  start  new  medical  and  biotechnology  companies.  Mr.  Vazquez
previously  held management  positions with Cooper Vision,  Inc., Booz Allen and
Hamilton, ITT Corporation and IBM.  He holds a B.S. from Columbia University.

SCOTT E. PARAZYNSKI,  M.D. Dr.  Parazynski is a graduate of Stanford  University
and Stanford  Medical  School and pursued  clinical  training at the Brigham and
Women's  Hospital  (Boston,  MA) and emergency  medicine  residency  training in
Denver, CO. He has published articles in the field of space physiology and has a
expertise in human  adaptation to stressful  environments.  Dr.  Parazynski is a
member  of  the  Aerospace  Medical   Association,   the  American  Society  for
Gravitational  and Space  Biology  and has  received  numerous  special  honors,
including the National Institutes of Health Predoctoral Training Award in Cancer
Biology, NASA Graduate Student Researcher's Award and Research Honors Award from
Stanford Medical School. Dr. Parazynski has been an astronaut since 1992 and has
logged  over  262  hours in  space.  He  first  flew in 1994 on the  Atmospheric
Laboratory for Applications and Science (ATLAS-3) mission,  which was part of an
on-going program to determine the Earth's energy balance and atmospheric  change
over an 11-year  solar cycle.  During this mission,  he and his  crewmates  also
evaluated the Interlimb Resistance Device, a free-floating exercise he developed
to prevent musculoskeletal atrophy in microgravity.

RAYMOND  L.  OCAMPO JR. is a lawyer,  businessman.  He  currently  serves on the
boards of PMI Group, Inc. (PMI) and Pinpoint  Solutions  Corporation.  Mr. Campo
retired in November 1996 as Senior Vice  President,  General Counsel & Secretary
at Oracle  Corporation,  the world's  second  largest  software  company,  after
serving as its chief legal counsel for more than a decade. Before joining Oracle
Corporation  in 1986,  Mr. Ocampo was engaged in the private  practice of law in
San Francisco  (1976-86) and was an adjunct professor at Hastings College of the
Law (1977-83).  He received his undergraduate  degree form U.C.L.A.  in 1973 and
his law degree from Boalt Hall School of Law at U.C. Berkely in 1976. Mr. Ocampo
authored Surfing the Law and Technology Tsunami (American Bar Association 2001),
a collection of keynote  addresses about the intersection of law and technology,
and  co-  authored  Negotiating  and  Drafting  Software  Consulting  Agreements
(Glasser  LegalWorks 1996). Mr. Ocampo was the 2001-02 Chair of the American Bar
Association's  Section of Science & Technology law. He previously  served as the
chair of the Section's  E-Commerce  Division (1998-99) and Internet & Cyberspace
Committee  (1996-99)  and served as co-chair  of the  Multimedia  &  Interactive
Technologies  Committee  (1995-96).  He also  served  as chair  of the  Computer
Litigation Committee (1992-94) of the ABA's Section of Litigation.

JOHN J. ROSSI, PH.D.,  Associate Director for Laboratory Research,  City of Hope
Comprehensive  Cancer Center.  Dr. Rossi began his employment  with City of Hope
(COH) in 1980 as an assistant  research scientist in the Department of Molecular
Genetics.  He was  promoted to chairman of the  Division of Biology in 1992.  In
1993,  COH bestowed  its highest  honor upon him by naming him to its Gallery of
Medical and  Scientific  Achievement  for his  pioneering  work at the molecular
level in the battle  against AIDS and other major  diseases.  In 1998, Dr. Rossi
was  appointed  as the Dean of the City of Hope  Graduate  School of  Biological
Sciences.

Dr.  Rossi is an  expert  in  ribozymes  (molecular  scissors).  One of his most
notable  projects  is in the  area of  ribozyme  research  in  AIDS.  He led the
research team that first suggested applying ribozymes to treat HIV. His research
in molecular  genetics and  microbiology  has  resulted in eight  patents  being
granted and has served as the basis for more than 120 scientific papers.


                                       19
<PAGE>

                                 CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY


Dr. Rossi  received his  bachelor's  degree from the University of New Hampshire
and earned his doctorate at the University of Connecticut.  Prior to his working
at COH,  Dr.  Rossi  completed  four  years  of post  Ph.D.  training  at  Brown
University in Providence, Rhode Island.

CY A. STEIN,  M.D.,  PH.D. Dr. Stein is currently  Professor of Medicine Urology
and  Pharmacology  in the  Oncology  Department  of Albert  Einstein  College of
Medicine,  New York. In addition to his clinical and faculty  activities,  he is
co-editor-in-chief of Antisense and Nucleic Acid Drug Development, sits on seven
editorial  advisory boards,  including  Nucleic Acids Research,  serves on eight
scientific advisory boards, including Genta (Berkeley Heights, NJ), Targent (New
York, NY), A3D (Heidelberg, Germany), and is an ad hoc reviewer for over 20 peer
reviewed  journals.  He has authored 97 peer reviewed journal  articles.  He has
written 56 book  chapters,  reviews  and  editorials,  and he holds six  patents
issued and four patents pending.  He attended Brown  University  (BA),  Stanford
University (PhD in Organic Chemistry), Albert Einstein College of Medicine (MD),
and New York  Hospital-Cornell  Medical  Center  (Internship  and  Residency  in
Internal Medicine). Dr Stein was a Clinical Associate and Senior Staff Fellow at
The National Cancer Institute, Bethesda, Maryland.

Based upon a review of filings with the Securities  and Exchange  Commission and
written  representations  that no  other  reports  were  required,  the  Company
believes that all of the Company's  directors  and executive  officers  complied
during 2003 with the reporting  requirements  of Section 16(a) of the Securities
Exchange Act of 1934.


ITEM 10: EXECUTIVE COMPENSATION

The Company has entered  into an  employment  agreement  with Dr.  Skolnick.  In
addition to salary,  Dr. Skolnick has the option each quarter to purchase common
stock at a price per share equal to $0.001 in an amount equivalent to 25% of his
gross salary computed at the closing price on the last day of each pay period.

The following table sets forth certain  information  concerning  compensation of
the person who served as the Company's Chief  Executive  Officer during the last
fiscal year of the Company. No other executive officers of the Company were paid
aggregate cash compensation exceeding $100,000 during the last fiscal year.


                           SUMMARY COMPENSATION TABLE
                                                                LONG-TERM
                                                                COMPENSATION
                                                                AWARD(S)
NAME AND PRINCIPAL                                              RESTRICTED STOCK
POSITION                 YEAR     SALARY ($)      BONUS ($)     AWARD(S) ($)
Malcolm Skolnick
  (CEO) (1)              2003       126,000             --      $           0
                         2002       120,000             --             72,200
                         2001       120,000                            30,000


--------------------
(1) Dr. Skolnick was issued shares of restricted Common Stock as compensation as
follows:

     DATE            $VALUE            CLOSE               NUMBER OF SHARES
    12/31/03    $        1,500   $         0.80                    1,875
    12/15/03    $        1,500   $         0.535                    2,804
    11/28/03    $        1,500   $         0.58                    2,586
    11/14/03    $        1,500   $         0.79                    1,899
    10/31/03    $        1,500   $         0.83                    1,807
    10/15/03    $        1,500   $         0.87                    1,724
     9/30/03    $        1,500   $         0.81                    1,852
     9/15/03    $        1,500   $         0.74                    2,027
     8/30/03    $        1,250   $         0.58                    2,155



                                       20
<PAGE>

     8/15/03    $        1,250   $         0.61                    2,049
     7/30/03    $        1,250   $         0.59                    2,119
     7/15/03    $        1,250   $         0.58                    2,155
     6/30/03    $        1,250   $         0.19                    6,579
     6/15/03    $        1,250   $         0.13                    9,615
     5/31/03    $        1,250   $         0.07                   19,231
     5/15/03    $        1,250   $         0.08                   16,667
     4/30/03    $        1,250   $         0.04                   35,714
     4/14/03    $        1,250   $         0.06                   20,833
     3/31/03    $        1,250   $         0.05                   25,000
     3/14/03    $        1,250   $         0.08                   15,625
     2/28/03    $        1,250   $         0.08                   15,625
     2/14/03    $        1,250   $         0.09                   13,889
     1/31/03    $        1,250   $         0.13                    9,615
     1/27/03    $       22,969   $        0.115                  208,426
     1/15/03    $        1,250   $         0.10                   12,500
    12/31/02    $        1,250   $         0.10                   12,500
    12/13/02    $        1,250   $         0.12                   10,417
    11/29/02    $        1,250   $         0.11                   11,364
    11/15/02    $        1,250   $         0.11                   11,364
    10/31/02    $        1,250   $         0.12                   10,417
    10/12/02    $        1,250   $         0.15                    8,333

    09/30/02    $        1,250   $         0.12                   10,417
    09/13/02    $        1,250   $         0.15                    8,333
    08/30/02    $        1,250   $         0.17                    7,576
    08/15/02    $        1,250   $         0.17                    7,576
    07/31/02    $        1,250   $         0.22                    5,814
    07/12/02    $        1,250   $         0.20                    6,250
    06/30/02    $        1,250   $         0.19                    6,579
    06/15/02    $        1,250   $         0.25                    5,000
    05/31/02    $        1,250   $         0.27                    4,630
    05/15/02    $        1,250   $         0.27                    4,630
    04/30/02    $        1,250   $         0.28                    4,545
    04/15/02    $        1,250   $         0.40                    3,125
    03/29/02    $        1,250   $         0.37                    3,378
    03/15/02    $        1,250   $         0.35                    3,571
    02/28/02    $        1,250   $         0.22                    5,682
    02/15/02    $        1,250   $         0.20                    6,250
    01/31/02    $        1,250   $         0.21                    5,952
    01/15/02    $        1,250   $         0.21                    5,952













                                       21
<PAGE>



ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Principal Shareholders

The following  table sets forth the name and address,  as of April 14, 2004, and
the approximate  number of shares of Common Stock of the Company owned of record
or beneficially by each person who owned of record,  or was known by the Company
to own  beneficially,  more than 5% of the Company's  Common Stock, and the name
and ownership  rights of each executive  officer and director,  and all officers
and directors as a group.

                                                      NUMBER OF       PERCENT OF
       NAME AND ADDRESS OF BENEFICIAL OWNER            SHARES           SHARES


Malcolm H. Skolnick, Ph.D., J.D...................     3,893218          4.0%
3100 Wilcrest, Suite 140
Houston, TX 77042

Lawrence Wunderlich...............................    2,096,549          2.2%
3100 Wilcrest, Suite 140
Houston, TX 77042

Frank Vazquez.....................................    1,488,375          1.5%
3100 Wilcrest, Suite 140
Houston, TX 77042

Scott E. Parazynski...............................      231,650            *
3100 Wilcrest, Suite 140
Houston, TX 77042

Cy A. Stein, M.D., Ph.D...........................      90,378             *
3100 Wilcrest, Suite 140
Houston, TX 77042

John J Rossi, Ph.D................................      83,333             *
3100 Wilcrest, Suite 140
Houston, TX 77042

Raymond L. Ocampo, Jr.............................      83,333             *
3100 Wilcrest, Suite 140
Houston, TX 77042





All Executive Officers and Directors as a
 group (seven persons)............................    7,966,836          8.0%

--------------------

        * Less than 1%



                                       22
<PAGE>

                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Management is unaware of any other  interests of its officers and directors that
may create a potential conflict of interest with the Company.

ITEM 13:  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
Within  the 90 days  prior  to the  date  of  this  report,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  our  President and Chief  Executive  Officer and our Chief  Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures pursuant to Rules 13a-14 and 15d-14 under the Securities
Exchange  Act of 1934.  Based on their  review of our  disclosure  controls  and
procedures,  the President and Chief  Executive  Officer and the Chief Financial
Officer have concluded that our disclosure controls and procedures are effective
in timely alerting them to material  information relating to us that is required
to be included in our periodic SEC filings.

Internal Controls and Procedures
There were no significant  changes in internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to the  date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.


ITEM 14: EXHIBITS AND REPORTS ON FORM 8-K
         (a) Exhibits.

    EXHIBIT
    NUMBER                             DESCRIPTION
---------------     ------------------------------------------------------------


      3.1*     --   Articles  of  Incorporation  of  Cryogenic  Solutions,  Inc.
                    (incorporated   by   reference   to   exhibit   3.1  to  the
                    registrant's   registration  statement  on  Form  10-SB,  as
                    amended (File No.  000-26807),  filed with the  Securities &
                    Exchange  Commission  initially  on July 23, 1999 (the "Form
                    10-SB"))

      3.2*     --   Certificate of Amendment  dated November 1, 1995 of Articles
                    of Incorporation of Cryogenic Solutions,  Inc. (incorporated
                    by reference to exhibit 3.2 of the Form 10-SB).

      3.3*     --   Certificate of Amendment  dated January 13, 2000 of Articles
                    of  Incorporation  of  CytoGenix,   Inc.   (incorporated  by
                    reference to exhibit 3.3 of the Form 10-SB)

      3.4*     --   Bylaws  of  Cryogenic  Solutions,   Inc.   (incorporated  by
                    reference to exhibit 3.4 of the Form 10-SB)

      3.5      --   Certificate of Amendment dated April 6, 2004 of  Articles of
                    Incorporation of CytoGenix, Inc.

      10.1*    --   Employment   Agreement   dated  September  1,  1999  between
                    Cryogenic   Solutions,   Inc.   and   Malcolm  H.   Skolnick
                    (incorporated  by  reference  to  exhibit  10.2 of the  Form
                    10-SB).

      10.2*    --   License Agreement dated February 3, 2000, between CytoGenix,
                    Inc. and  PharmaGenix,  LLC.  (incorporated  by reference to
                    exhibit 10.3 of the Form 10-SB)

      10.3*    --   Technology  Transfer  Agreement  dated June 26, 1998 between
                    Cryogenic Solutions,  Inc. and InGene, Inc. (incorporated by
                    reference to exhibit 10.4 of the Form 10-SB)

      10.4*    --   Employment   Agreement   dated   February  1,  2000  between
                    CytoGenix,  Inc. and Lawrence  Wunderlich  (incorporated  by
                    reference to exhibit 10.5 of the Form 10-SB).

      10.5*    --   Sponsored  Research  Agreement between  CytoGenix,  Inc. and
                    Baylor College of Medicine as of March 1, 2000 (incorporated
                    by reference to exhibit 10.7 of the Form 10-SB).

      10.6*    --   Loan Agreement dated April 6, 2001, between CytoGenix,  Inc.
                    and HEMPCO.

      10.7*    --   Consulting   Agreement   dated  February  15,  2001  between
                    Cryogenic Solutions, Inc. and Mike Skillern.

      10.8*    --   Consulting   Agreement   dated   October  27,  2001  between
                    CytoGenix, Inc. and Origenesis, LLC.



                                       23
<PAGE>


      10.9*    --   Consulting  Agreement between CytoGenix,  Inc. and EuroTrade
                    Financial, Inc. as of March 19, 2002

      16.1*    --   Letter re: change in certifying accountant  (incorporated by
                    reference to exhibit 16 to the  registrant's  Current Report
                    on  Form  8-K/A  filed  with  the   Securities   &  Exchange
                    Commission on February 21,2002).

      99.1     --   Certifications   of  Chief   Executive   Officer  and  Chief
                    Financial  Officer  pursuant to 18 U.S.C.  Section  1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002

----------------------
         *Incorporated by reference as indicated.

         **Previously Filed

         (b) Reports on Form 8-K.

         None.

                                   SIGNATURES

In accordance with Section 13 or 15(d) Exchange Act, the registrant  caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                           CYTOGENIX, INC.

                                       By: /s/ Malcolm Skolnick
                                           -------------------------------------
                                           MALCOLM SKOLNICK, PH.D.
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: April 14, 2004


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Date: April 14, 2004                   By: /s/ Malcolm Skolnick
                                           -------------------------------------
                                           MALCOLM SKOLNICK, PH.D.
                                           PRESIDENT, CHIEF EXECUTIVE OFFICER
                                           AND DIRECTOR (PRINCIPAL EXECUTIVE
                                           OFFICER AND DIRECTOR)




Date: April 14, 2004                   By: /s/ Raymond L. Ocamp0, Jr.
                                           -------------------------------------
                                           RAYMOND L.OCAMPO, JR.
                                           DIRECTOR


Date: April 14, 2004                   By:  /s/ Frank Vazquez
                                           -------------------------------------
                                           FRANK VAZQUEZ
                                           DIRECTOR, EXECUTIVE VP


Date: April 14, 2004                   By:  /s/ Scott E. Parazynski
                                           -------------------------------------
                                           SCOTT E. PARAZYNSKI
                                           DIRECTOR



                                       24
<PAGE>


Date: April 14, 2004                   By: /s/ Cy A. Stein
                                           -------------------------------------
                                           CY A. STEIN
                                           DIRECTOR


Date: April 14, 2004                   By: /s/ John J. Rossi
                                           -------------------------------------
                                           JOHN J. ROSSI
                                           DIRECTOR


Date: April 14, 2004                   By: /s/ Lawrence Wunderlich
                                           -------------------------------------
                                           LAWRENCE WUNDERLICH
                                           CHIEF FINANCIAL OFFICER, CONTROLLER
                                           AND DIRECTOR (PRINCIPAL FINANCIAL AND
                                           ACCOUNTING OFFICER AND DIRECTOR)







                                       25
<PAGE>




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


I, Lawrence Wunderlich, Chief Financial Officer certify that:

1. I have reviewed this annual report on Form 10-KSB of CytoGenix, Inc.;

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  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 annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 14, 2004

/s/ Lawrence Wunderlich
--------------------------------------------
LAWRENCE WUNDERLICH
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)






<PAGE>



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


I, Malcolm Skolnick, President and Chief Executive Officer certify that:

2. I have reviewed this annual report on Form 10-KSB of CytoGenix, Inc.;

2.  Based on my  knowledge,  this  annual  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 annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  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 annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 14, 2004

/s/ Malcolm Skolnick
-----------------------------
MALCOLM SKOLNICK
PRESIDENT & CEO
(PRINCIPAL EXECUTIVE OFFICER)


<PAGE>




                                                                    EXHIBIT 99.1


                                CERTIFICATION OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   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 Annual Report of CytoGenix, Inc. (the "Company")
on Form  1O-KSB  for the  year  ending  December  31,  2002 as  filed  with  the
Securities and Exchange Commission on the date hereof (the "Report"), I, Malcolm
H. Skolnick,  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:

(1) The  Annual  Report of  CytoGenix,  Inc.  on form  10-KSB for the year ended
December 31, 2002 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 such Annual Report of CytoGenix,  Inc. on form
10-KSB fairly presents,  in all material respects,  the financial  condition and
result of operations of the Company.


/s/ Malcolm H. Skolnick
-----------------------
MALCOLM H. SKOLNICK
CHIEF EXECUTIVE OFFICER
April 14, 2004



<PAGE>




                                CERTIFICATION OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   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 Annual Report of CytoGenix, Inc. (the "Company")
on Form  1O-KSB  for the  year  ending  December  31,  2002 as  filed  with  the
Securities  and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,
Lawrence Wunderlich,  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:

(1) The  Annual  Report of  CytoGenix,  Inc.  on form  10-KSB for the year ended
December 31, 2002 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 such Annual Report of CytoGenix,  Inc. on form
10-KSB fairly presents,  in all material respects,  the financial  condition and
result of operations of the Company.


/s/ Lawrence Wunderlich
------------------------
LAWRENCE WUNDERLICH
CHIEF FINANCIAL OFFICER
Date: April 14, 2004