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

                                   FORM 10-KSB

|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.)

  9881 SOUTH WILCREST, HOUSTON, TEXAS                            77099
(Address of principal executive offices)                       (Zip Code)

          Issuer's telephone number, including area code (281) 988-6118

           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, 2002 were
$875.

         As of December 31, 2002 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  $6,064,561  (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 December 31, 2002 the
registrant had 60,645,611 shares of common stock issued and outstanding.

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

         Documents incorporated by reference:
           None.


<PAGE>




                                 CYTOGENIX, INC.
                                   FORM 10-KSB

                                TABLE OF CONTENTS

PART I ..................................................................... 3
-------

  ITEM 1. Description of Business........................................... 3
  -------------------------------
  ITEM 2. Description of Property........................................... 10
  -------------------------------
  ITEM 3. Legal Proceedings................................................. 10
  -------------------------
  ITEM 4. Submission of Matters to a Vote of Security Holders............... 11
  -----------------------------------------------------------

PART II..................................................................... 11
------

  ITEM 5. Market For Common Equity and Related Stockholders Matters......... 11
  -----------------------------------------------------------------

  ITEM 6. Management's Discussion and Analysis or Plan of Operation......... 15
  -----------------------------------------------------------------

  ITEM 7. Financial Statements.............................................. 17
  ----------------------------

  ITEM 8. Changes in and Disagreements with Accountants .................... 18
  -----------------------------------------------------

PART III.................................................................... 18

  ITEM 9. Directors, Executive Officers, Promoters and Control
            Persons: Compliance with Section 16(a) of the Exchange Act...... 18
  --------------------------------------------------------------------
  ITEM 10. Executive Compensation........................................... 20
  -------------------------------
  ITEM 11. Security Ownership of Certain Beneficial Owners and Management... 22
  -----------------------------------------------------------------------
  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








                                       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  applicable to implementing the final stage production of therapeutic
single  stranded DNA (ssDNA)  molecules in cells.  The company seeks to generate
revenues  and  improve  the  health  and  well-being  of humans  and  animals by
utilizing  intracellular  expression  of  ssDNA  for  molecular  therapies.  The
Company's  technology  prevents  diseased  or mutated  cells from  manufacturing
harmful proteins,  thereby preventing disease.  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.

INTRODUCTION

Widely  published  scientific  studies  conducted  over the last twenty years by
leading universities,  including the University of Nebraska, University of Texas
and University of Pennsylvania,  private research  laboratories and the National
Institute  of Health  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.  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 and certain  cardiovascular  diseases. 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 sequence
specific ssDNA into the cells. 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, 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.   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.


                                        3
<PAGE>



The key to success with these genetic interventions is to insure that sufficient
quantities of the ssDNA  molecules  ultimately  are produced in targeted  cells.
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.

THE HUMAN GENOME

The U.S. Department of Energy defines the human genome as follows: "the complete
set of instructions for making an organism is called its genome. It contains the
master blueprint for all cellular  structures and activities for the lifetime of
the cell or organism.  Found in every  nucleus of a person's  many  trillions of
cells,  the human genome consists of tightly coiled threads of  deoxyribonucleic
acid (DNA) and associated  protein  molecules,  organized into structures called
chromosomes.  For each  organism,  the  chromosomes  encode all the  information
necessary for building and maintaining  life, from simple bacteria to remarkably
complex human beings. Understanding how DNA performs this function requires some
knowledge of its structure and organization."

The chromosomes are made up of complementary  intertwined strands of DNA: one is
labeled positive and the other negative. The negative strand of the DNA produces
single  strands of  positive  nucleotides  (messenger  RNA),  each of which move
around in the cell carrying coded  instructions for the production of a specific
protein.

By studying how genes function in the human genome and understanding how they go
awry,  scientists are developing new therapies designed to attack the underlying
causes of disease,  not just the symptoms.  Makers of the new  gene-based  drugs
anticipate  those drugs will offer  advantages over existing  treatments,  which
merely attack the symptoms of a disease,  by providing therapies that attack the
underlying  causes of disease.  The Company is aware of only one proven  product
that  constitutes  an  Antisense  therapy,  VitraveneTM,  which was approved for
marketing  in  the  United   States  on  August  26,  1998,   for  treatment  of
cytomegalovirus  retinitis but was not developed by the Company. There can be no
assurance  that  any  additional   Antisense  drugs  for  illnesses  other  than
cytomegalovirus retinitis will be approved for marketing in the United States.


DEVELOPMENT TO DATE (REASEARCH AND DEVELOPMENT)

The ssDNA expression  vector technology was developed as the direct result of an
exclusive  license and later purchase of the technology  from Dr. Charles Conrad
and  InGene,  Inc.  Dr.  Conrad  first  invented  and  obtained  a patent on the
precursor  technology of expressing  single strands of sequence  specific DNA in
bacteria as a research laboratory  technique,  not contemplating any therapeutic
use in living  organisms.  He  developed  the first  version  of the vector as a
commercial  product,  but later abandoned the enterprise to complete his medical
training. Dr. Conrad is not associated with the Company in any way other than by
membership  on the  Company's  Scientific  Advisory  Board and through the prior
licensing to the Company and purchase of certain rights to technology  developed
by him.

CytoGenix  has extended and expanded upon the original  research and  negotiated
the license to obtain rights to the technology, revived the patent that had been
filed by Dr.  Conrad and entered into a sponsored  research  agreement  with Dr.
Conrad and  InGene,  Inc.,  an entity he had formed to develop  the  technology.
These  activities  enabled  the  Company's   expansion  and  refinement  of  the
technology for possible use in human and animal therapies and  agriculture.  The
technology  was proven by Dr. Conrad and his associates in the  laboratories  in
July 1998 and Dr.  Conrad's  findings  have been  confirmed  and  submitted  for
publication in the ANTISENSE AND NUCLEIC ACID DRUG DEVELOPMENT  JOURNAL on April
4, 2000.

On December  28, 1998 the United  States  Patent  Office  (USPTO)  notified  the
Company that it has allowed all the claims  contained in the patent  application
for the Company's single stranded DNA expression vector. 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", which the Company now
owns.  There are nine  additional  pending  patent  applications  describing the
Company's  technology.  Two other patent  applications  filed through the Patent


                                        4
<PAGE>

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." These  patents are
important  to the  Company  because  they help form the basis of the  technology
needed for the production of the Company's expression system and other products.

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 Columbia  University is targeting  genes that are
         involved in cell  proliferation  or  apoptosis  in prostate and bladder
         cancer cells.  Dr.  Stein's group is expressing  gene specific ODNs and
         testing   whether  down   regulation  of  gene   expression   leads  to
         chemosensitization.

         Dr.  Franco  DeMayo's  lab at Baylor  College of Medicine is  currently
         identifying  and  evaluating  transgenic  mice  expressing  ssDNA  that
         downregulates a targeted  hormonal gene. This is preliminary to testing
         an antisense approach to reduction of solid tumors in mice.

         Dr. Peter Glazer's lab at Yale University is expressing triplex-forming
         ODNs in cells to induce  targeted genome  modification.  Dr. Glazer and
         colleagues have recently published an article entitled,  "Intracellular
         generation of single-stranded DNA for chromosomal triplex formation and
         induced recombination" in Nucleic Acid Research December 15, 2001. This
         paper  details  the use of  CytoGenix  expression  systems  in  triplex
         formation.

         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.

Several new Sponsored Research Agreements are contemplated.

         Dr. Charles  Densmore's lab at Baylor College of Medicine is conducting
         pilot experiments  inducting  aerosolized  plasmid  concentrations into
         lungs.  Dr. Densmore has already  reported success in using this method
         to achieve  transfection  of plasmids  into lung cells.  Dr Densmore is
         conducting  a  pilot   experiment  to  test  down   regulation  of  the
         chloramphenicol  acetyl  transferase  (CAT) gene.  After  evaluation of
         these results,  the Company plans to support additional  investigations
         using Dr. Densmore's techniques to down regulate proteins in lung tumor
         cells inducing  cytotoxicity.  Dr. Densmore has cooperated with Dr. Yin
         Chen  in  formulating  a  Small  Business   Innovation  Research  Grant
         entitled,  "PEI  Aerosol  Delivery  of ssDNA  Expression  Vector,"  and
         submitted to the National Institutes of Health.

         Other research is  contemplated  to explore  various  plasmid  delivery
systems.


Yin Chen,  the  Company's  director of Research and  Development,  presented the
results  of  using  various  forms  of the CYGX  expression  system  at the 10th
International  Conference on Gene Therapy in Cancer held from December 13 to 15,
2001 in San Diego,  CA. Dr. Chen  presented  results  from Dr. Cy Stein's lab at
Columbia University School of Medicine under a sponsored research agreement from
CYGX. Dr. Stein's lab achieved a 95% knockout of the PKC-alpha  target  protein,
considered  to be essential to the  survival and  proliferation  of prostate and
bladder  cancer.  Dr. Chen compared  these results with his own results in using
the  expression  system to achieve  suppression  of c-raf  kinase and with Peter
Glazer's laboratory results using the CYGX expression system to generate triplex
forming oligonucleotides and induced genomic recombination.


                                        5
<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 has not attempted to develop a method of delivering treatment either
in pill form or as an injection, and there can be no assurance those alternative
delivery methods will ever be available for the Company's products.

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   Antisense   molecules  in  sufficient
quantities in virtually all cell types,  thereby overcoming many of the problems
previously experienced.  The Company plans to extend expression achieved in cell
cultures to cells in live animals as has been discussed above.

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

         CHEN, Y. and McMicken, H., Intracellular  production of DNA enzyme by a
         novel  single-stranded  DNA expression vector, Gene Therapy (in press),
         2003.

         CHEN, Y., Ji, Y.,, and Conrad,  C. A novel system for the expression of
         single-stranded  DNA in  mammalian  cells,  Biotechniques,  34:167-171,
         2003.

         CHEN,  Y.  A  novel   single-stranded  DNA  (ssDNA)  expression  vector
         (Review), Expert Opinion on Biological Therapy, 2:735-740, 2002.

         CHEN,  Y. Meeting  highlights,  10th  International  conference on gene
         therapy of cancer,  Expert  Opinion on Biological  Therapy,  2:443-445,
         2002

The  Company has spent  approximately  $2.4  million  during the two years ended
December 31, 2002, on its research and development activities.


HSV PRE-CLINICAL STUDIES
During the past  months,  the  Company  has  continued  to refine  its course of
developing  applications  for  its  core  technology.  Most  significant  is the
pre-clinical  program  for  an  anti-viral  HSV  topical  preparation.  We  have
contracted a Sponsored Research Agreement with a group of leading herpes and STD
investigators  at the  University of Texas  Medical  Branch at Galveston a large
academic medical center to conduct a comprehensive cell and animal study program


                                        6

<PAGE>

designed to yield safety and efficacy data in preparation  for an IND submission
planned for December 2003 and subsequent human trials.


TARGET VALIDATION SERVICES
The Genomics  field has expanded the number of potential drug targets to several
thousand.  The CytoGenix  proprietary gene down-regulation  system is a powerful
tool in confirming gene target function.  In July 2002, we inaugurated a service
geared towards  assisting  pharmaceutical  and biotech companies to improve drug
discovery  efficiency.  In  addition  to our work on  in-house  targets,  we are
conducting  a 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.



MANAGEMENT AND EMPLOYEES

The Company has the following 6 full-time employees:

MANAGEMENT

CEO/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.

VICE PRESIDENT 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.

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


                                        7
<PAGE>

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
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:

CHARLES A.  CONRAD,  MD is Board  Certified  in  Psychiatry  & Neurology  and is
currently  Director  of the Neuro  Center at M.D.  Anderson  Hospital  and Tumor
Institute in Houston, Texas. He is also an Associate Professor in the Department


                                        8

<PAGE>

of Neuro-Oncology.  In addition to his clinical practice in  neuro-oncology,  he
conducts   research  in  molecular   biology   related  to  genetic  factors  in
tumorogenesis and in anti-sense technology.

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.

MARK  R.  EMMETT,   PHD  is  Associate   Director  and  Director  of  Biological
Applications  of  the  Ion  Cyclotron  Resonance  Center  for  Interdisciplinary
Magnetic  Resonance,   National  Magnetic  Field  Laboratory  of  Florida  State
University.  Dr. Emmett's research centers on molecular biological  applications
in neurochemistry and neuropharmacology.

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.

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.


                                        9

<PAGE>


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 9881 S.  Wilcrest,
Houston,  TX 77099. The Company has occupied  approximately  4200 square feet of
executive  office and  laboratory  space since December 1999. The facility is in
good condition and is adequate for the Company's current operations. Rent on the
facility is $2880.00 per month. As of the issuance of this report,  the Company
is eight months in arrears on its rent.

ITEM 3: LEGAL PROCEEDINGS

BOYD/BARDWELL LAWSUIT

Charles S. Boyd and Charles M. Bardwell,  each of whom is a current  director of
the Company (the  "Plaintiffs"),  filed a petition on March 19, 2002 in the 61st
Judicial District Court of Harris County, Texas, which names the Company and the
three other board members as defendants  (collectively,  the "Defendants").  The
petition seeks,  among other things,  an ex-parte  temporary  restraining  order
based upon Plaintiff's  allegations,  temporarily  enjoining and restraining the
Defendants  from  committing  the  Company  to  any  future  obligations  or the
negotiation of any agreements  until the holding of a shareholders'  meeting for
the purpose of the election of directors,  from  hindering the Plaintiffs in the
performance  of their  duties  as  directors,  from  attempting  to  remove  the
Plaintiffs  as  directors,  and  from  issuing  any of the  Company's  stock  to
employees  who  are  both  officers  and  directors.  The  petition  also  seeks
acknowledgement of certain resolutions  purportedly  approved at a board meeting
held on January 17, 2002.

A Temporary  Restraining Order was issued by the court ex-parte,  without notice
to  Defendants  and  without  any  opportunity  to appear,  respond and deny the
allegations  of  Plaintiffs  upon  which  the  order  was  issued.  The  Company
vigorously denies the allegations of Plaintiffs' petition.  On March 27, 2002, a
hearing was held before the presiding judge of the 61st Judicial  District Court
to  consider  the  application  of the  Plaintiffs  for  issuance of a temporary
injunction. The presiding judge, after hearing the arguments of counsel for both
parties,  announced in open court,  prior to the  introduction  of any evidence,
that Plaintiffs' request for relief was, in his opinion, "moot". Thereafter, the
parties agreed to stipulations concerning,  among other things, the holding of a
shareholder's  meeting to elect directors,  the acknowledgement of the directors
to be bound by the January 17, 2002 board  resolutions  governing conduct of the
board and management  until the next election by the  shareholders of directors,
and  not  to  remove  Plaintiffs  as  directors   pending  that  election.   The
stipulations  further provided that the Plaintiffs'  petition would be dismissed
following the 2002 annual meeting of shareholders. By stipulation, no injunctive
relief was granted by the Court and the ex-parte  temporary  restraining  orders
were dissolved."


                                       10

<PAGE>


ELLISTON LAWSUIT

The suit styled  Elliston v. CytoGenix,  Inc et al., Cause no.  2001-4884 in the
269th  District  Court of Harris  County,  Texas was  settled out of court as of
March 10,  2003 with mutual  releases by the parties of any and all claims.  The
terms of the settlement are confidential.

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


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 2002 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
Fiscal Year Ending December 31, 2002
        Fourth Quarter Ended 12/31/02...............         .19          .09
        Third Quarter Ended 9/30/02.................         .25          .11





                                       11
<PAGE>

        Second Quarter Ended 06/30/02...............         .46          .19
        First Quarter Ended 3/31/02.................         .48          .16
Fiscal Year Ending December 31, 2001
        Fourth Quarter Ended 12/31/01...............         .28          .145
        Third Quarter Ended 9/30/01.................         .51          .10
        Second Quarter Ended 9/30/01................         .44          .08
        First Quarter Ended 3/31/01.................         .63          .06

STOCKHOLDERS

As of December 31, 2002 there were  approximately  623 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.

On February 15, 2001,  the Company  entered  into a  consulting  agreement  with
Michael D. Skillern,  a former officer and director of the Company.  Pursuant to
this consulting agreement,  Mr. Skillern has acquired 3,700,000 shares of Common
Stock  (with an  aggregate  value of  $1,772,300)  in  exchange  for  scientific
consulting services and $3,700. In addition the agreement calls for compensation
of  $4,000  per  month per term of the  agreement.  The term of this  consulting
agreement  expired on December 31, 2002. The consulting  agreement also provides
that if (i) Malcolm Skolnick, chief executive officer of the Company, is removed
from office without his consent and agreement or (ii) the Company defaults on an
agreement,  the  performance  of which is secured by the assets of the  Company,
then Mr.  Skillern  would be granted in  perpetuity a worldwide,  non-exclusive,
royalty-free license to use any technology owned by, or assigned or licensed to,
the  Company.  This  provision  may have the effect of  delaying,  discouraging,
inhibiting,  preventing or rendering more difficult an attempt to obtain control
of the Company by means of a tender offer, business  combination,  proxy contest
or otherwise.

CHANGES IN SECURITIES

         On January 7, 2002,  the Company issued 155,090 shares of Common Stock.
These shares were issued to executive officers (Malcolm  Skolnick-38,202 shares,
Dell   Gibson-22,921    shares,   Yin   Chen-   20,949   shares   and   Lawrence
Wunderlich-22,921  shares) and employees (Kim Totsky-11,892 shares, Maury Fogle-
21,011  shares,  and  Harilyn  McMicken-  17,194  shares) of the  Company for an
aggregate  price of  $29,685  (based on gross  salary  for each pay  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
$29,685,  $155  was  received  from  the  employees  in cash  and the  remainder
represents stock compensation.


         On January 24, 2002,  the Company  issued 5,378 shares of Common Stock.
These shares were issued to an executive officer (Yin Chen- 2,689 shares) and an
employee (Harilyn  McMicken- 2,689 shares) of the Company for an aggregate price
of $1,882 (based on gross salary for each accrued pay 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 $1,882,  $5 was
received  from  the  employees  in  cash  and  the  remainder  represents  stock
compensation.  The Company also issued  30,811  shares to Maury Fogle as a bonus
for  compensation  for an aggregate  price of $6,470 (or an average of $0.21 per
share),  which shares were issued in reliance on the exemption from registration


                                       12
<PAGE>

provided by Section  4(2) of the  Securities  Act of 1933 for  transactions  not
involving a public offering.  Of the $6,470,  $31 was received from the employee
in cash and the remainder represents stock compensation.

         Additionally  on January 24, 2002, the Company issued 596,316 shares of
common stock.  These shares were sold for an aggregate cash price of $71,558 (or
$0.12 per share) in a private  placement to  accredited  investors  (Allan Leigh
Jones-30,000  shares, Don Dow-50,000 shares,  John P.  Skubinski-40,000  shares,
Marc S.  Nelkin-41,667  shares,  Richard  A.  Cecil-200,000  shares , William E.
Cecil-25,000  shares,  Patricia  Henry-25,000  shares ,  Terry  L.  Cecil-20,000
shares,  Kelly J. Sutton-20,000 , shares Dixie  Thomas-20,000 , shares Frederick
Decker-41,667 shares, G. M. S. Sichel-9,315 shares, David Nicolau-41,667 shares,
Robert  Maddox-12,000  shares and Kip A. W. Cecil-20,000 shares) pursuant to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 504 thereunder.

         On March 4, 2002, the Company issued 722,251 shares of common stock. Of
these shares 682,440 shares were sold for an aggregate cash price of $81,893 (or
$0.12  per  share) in a  private  placement  to  accredited  investors  (John P.
Skubinski-40,000   ,   shares   Sandra   Kedziniak-41,667   shares,   Walter  L.
Baker-166,667  shares, Brad A. Houston-50,000  shares, Robert Q. Houston-100,000
shares,  Berlinde  Rand-20,704 shares,  Hydeman Family  Partners-27,200  shares,
Douglas C.  Nelkin-94,202  shares,  Scott  MacDonald-42,000  shares and Wisteria
Trading Co.  LTD-100,000  shares)  pursuant to the exemption  from  registration
provided by Section 3(b) of the Securities Act of 1933 and Rule 504  thereunder.
The  remaining  39,811  shares  were  issued  (John  Black  -500  shares , Peter
Glazer-3,750  shares , Charles M. Bardwell-5,882  shares,  Charles S. Boyd-5,882
shares,  Michael  Walters-5,882 shares and Nhan N. T. Nguyen-17,915  shares) for
services rendered aggregating $8,758 (or $0.22 per share).


         On March 26, 2002 the Company issued  2,200,000  shares of common stock
(Chasseur  Corp-200,000  shares,  Camelot  Lakes  LTD-200,000  shares,  Hountoon
LTD-460,000    shares,   WLT   Reification    Trust-550,000    shares,    Fulton
Holdings-550,000 shares and Chasseur Trust-240,000 shares) for services rendered
and for future services aggregating $770,000 (or $0.35 per share).

         On April 26, 2002, the Company issued 7,724,719 shares of common stock.
These  shares were sold for an  aggregate  cash price of $926,966  (or $0.12 per
share) in a private  placement  to  accredited  investors  (Carol  Watral-41,667
shares,   Brian   Baker-62,500   shares,   Paul   Nelkin-62,500   shares,   John
Gattineri-42,000  shares, Gary Templeton-10,000  shares, Kelly McCullough-10,000
shares,  Warren  Hammer-20,000  shares  , Mark  MacKain-416,667  shares,  Series
Unltd.,   Inc.-138,000   shares,   Alan   Baisch-50,000   shares,   Loretta   De
Domenico-60,000 shares, Irene Guarino-60,000 shares, Gary McGuire-30,000 shares,
Peter Imbert-100,000  shares, Marc White-200,000  shares, Don Dow-50,000 shares,
Robert   Petraglia-42,000    shares,   Paul   Goldman-100,000   shares,   Robert
Helfman-4,050 shares, Inez Spain-16,667 shares, Harold  Farrison-83,333  shares,
Joanne Masso-10,000 shares , Peter  Corbett-20,833  shares,  Maria Haslam-10,000
shares,   Laurence   Ancker-20,000  shares,  Linda  Lawlor-20,000  shares,  John
Sullivan-200,000    shares   ,   R.   Dino   Landino-12,500    shares,    Robert
Pietrantonio-100,000 shares, Richard Cecil-300,000 shares, Stephen Howard-41,667
shares, Brian Sullivan-20,000 shares, Vincent  Farricielli-5,000 shares, Charles
Farricielli-5,000 shares, Kirk Huntsman-100,000 shares, Barney Jeffcoats-200,000
shares,   Andrew   Yasinoff-41,167   shares,  John  Ehlert-62,500  shares,  Brad
Houston-50,000  shares,  Robert  Houston-150,000   shares,  Kent  LaGasse-41,667
shares,  Hydeman Family  Partners-258,333  shares, Robert B. Hydeman Jr.-100,000
shares,  Alicia D Hydeman-50,000  shares, Blake B. Hydeman-50,000  shares, Wendy
Blessing-100,000    shares,    Benjamin    Blessing-50,000    shares,   Nicholas
Blessing-50,000  shares,  Jennifer  Blessing-50,000  shares,  Doug Nelkin-16,667
shares,   Joel   Ray-100,000   shares,  R  &  D  Kozak-20,000   shares,   Mathew
Calavan-50,000  shares,  Jett-1,700,000  shares,  Donald  Lawlor-41,667  shares,
William   Merlo-100,000    shares,    Lawrence   Cohen-50,000   shares,   Robert
Patrella-16,667 shares, Roland Violette-1,200,000  shares, John Skubinski-70,000
shares,  Frederick-Decker-41,667  shares,  Chou Ming Tu-200,000 shares, Ruan Mei
Lan-300,000  shares and Wisteria  Trading  Co.-100,000  shares)  pursuant to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 504 thereunder.  The  consideration  for these shares was received
during the first quarter, but certificates were not issued until April 26, 2002,
and will be applied to first quarter financials.



On May 14, 2002, the Company issued 837,069 shares of common stock as commission
for services rendered in connection to the private placement.  These shares were
issued (Hydeman Family Partners LTD -420,162 shares,  Rick Barry-58,917  shares,


                                       13

<PAGE>

Doug C.  Nelkin-201,834  shares,  Marc S.  Nelkin-20,334  shares,  Brad Houston-
48,250,  Elizabeth  McGiboney-  10,000  shares,  Peter T. Imbert- 54,200 shares,
Donald J. Lawlor- 12,872 shares,  John Gattineri- 10,000 and Andrew Yosinoff-500
shares) aggregating $217,638 (or $0.26 per share).

        On May 20, 2002 the Company  issued 76,300  shares of common  stock.  Of
these  shares,  25,834 were issued to Richard A. Cecil for services  rendered in
connection to the private placement aggregating $6,719 (or $0.26 per share). The
remaining 50,466 shares were issued to Mark R Wisner for past services  rendered
aggregating $3,875 (or an average of $0.08 per share).

         On June 11, 2002 the Company  issued  56,084 shares of common stock for
services rendered.  Of these shares,  22,200 were issued (Marc S. Nelkin- 12,200
shares and Doug C. Nelkin- 10,000 shares) for services rendered in connection to
the private  placement  aggregating  $4,662 (or $0.21 per share).  The remaining
33,884  shares  were  issued  to  Frank  Vazquez  for  past  services   rendered
aggregating  $3,769 (or $0.11 per share).  Also, the Company sold 100,000 shares
of common stock for an aggregate cash price of $12,000 (or $0.12 per share) in a
private  placement to accredited  investor  Roland L.  Violette  pursuant to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 504 thereunder.

         On July 2, 2002 the Company issued  138,885 shares of common stock.  Of
these  shares,   72,015  were  issued  to  Mark  Wisner  for  services  rendered
aggregating  $38,888  (or $0.54 per share).  The  remaining  66,870  shares were
issued (Michael Walters-22,220 shares, Charles S. Boyd-10,056 shares, Charles M.
Bardwell-10,056   shares,   Frank   Vazquez-15,231   shares  and  Scott   Edward
Parazynski-9,307  shares) for past services rendered  aggregating $17,251 (or an
average of $0.26 per share).

         Also on July 7,  2002,  the  Company  issued  209,943  shares of Common
Stock.  Of these  shares,  127,726  were issued to executive  officers  (Malcolm
Skolnick-30,786  shares,  Dell Gibson-18,472  shares, Yin Chen-18,472 shares and
Lawrence Wunderlich-18,472 shares) and employees (Kim Totsky-9,710 shares, Maury
M. Fogle- 17,702 shares, and Harilyn McMicken- 14,112 shares) of the Company for
an  aggregate  price of $33,208  (based on gross  salary for each pay 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
$127,726,  $210 was  received  from  the  employees  in cash  and the  remainder
represents stock compensation.  The remaining 82,217 shares were issued (Malcolm
Skolnick-21,429  shares,  Dell  Gibson-12,857  shares, Yin Chen-8,571 shares and
Lawrence   Wunderlich-12,857   shares,   Kim  Totsky-6,146   shares,   Maury  M.
Fogle-11,786   shares,   and  Harilyn   McMicken-8,571   shares)  as  bonus  for
compensation  for an  aggregate  price of  $28,776  (or an  average of $0.35 per
share),  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 $28,776, $82 was received from the employee
in cash and the remainder represents stock compensation.

         On August 26, 2002,  the Company issued 101,171 shares of Common Stock.
These shares were issued to executive officers (Malcolm  Skolnick-28,509 shares,
Yin Chen-17,105 shares and Lawrence Wunderlich-17,105 shares) and employees (Kim
Totsky-8,992 shares, Maury M. Fogle- 16,392 shares, and Harilyn  McMicken-13,068
shares) of the Company for an aggregate price of $26,618 (or an average of $0.26
per share)  (based on gross  salary  for each pay  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 $26,618, $101 was
received  from  the  employees  in  cash  and  the  remainder  represents  stock
compensation.


         On October 28,  2002,  the Company  issued  2,392,596  shares of Common
Stock. 197,596 shares were issued to executive officers (Malcolm Skolnick-45,965
shares,  Frank  Vazquez-34,474  shares,  Yin Chen-  27,579  shares and  Lawrence
Wunderlich-27,579  shares) and employees (Kim Totsky-14,498 shares, Maury Fogle-
26,430  shares,  and  Harilyn  McMicken-  21,071  shares) of the  Company for an
aggregate  price of  $32,246  (based on gross  salary  for each pay  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
$32,246,  $198  was  received  from  the  employees  in cash  and the  remainder
represents stock  compensation.  The remaining 2,195,000 shares were sold for an
aggregate cash price of $197,550 (or $0.09 per share) in a private  placement to
accredited  investors (Andrew  Yasinoff- 66,667 shares,  Paul J. Goldman- 80,000
shares,  Richard A. Cecil-  133,333  shares,  Gary L. Sanford-  133,333  shares,


                                       14

<PAGE>

Karlynn Morgan- 266,667 shares,  Robert A. Strom- 113,333 shares, Jerome Butler-
66,667, Lyn S. Martin- 133,333 shares,  Kenneth R. Howard- 35,000, John P. Kelly
Jr.- 166,667  shares and Roland L Violette-  1,000,000  shares)  pursuant to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 504 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
2003,  of which  approximately  $1,700,000  has been  allocated  for general and
administrative  costs  and  $1,437,420  has  been  allocated  for  research  and
development,  including  three live animal  studies  that are  estimated to cost
$50,000 per study based on current estimates. The scientific protocols have been
determined by Dr. Yin Chen of CytoGenix for three of these studies.  The Company
will rely on equity financing to satisfy its working capital  requirements,  and
has as of December  31,  2002 $553 of cash on hand for fiscal year 2003.  Of the
$1,437,420  budgeted  for  research  and  development   expenses,   the  Company
anticipates  $500,000  will be  paid  pursuant  to the  terms  of the  Company's
sponsored research agreements with the Columbia University, Yale University, and
Baylor College of Medicine,  $235,000 will be paid as patent  attorneys fees and
expenses,  $100,000  will be paid  as  salary  to the  Company's  employees  and
researchers and $46,000 will be paid for supplies.  The remaining  $558,000 will
be used to expand the company's  research and development  activities as it sees
fit. Of the $500,000 for sponsored  research,  $203,000 will be used to initiate
studies and sign on new  researchers.  The  remaining  $297,000 is being used to
continue  existing   sponsored   research  to  expand  upon  those  studies  and
experiments.

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 a $100,000  initiation fee,
and either a minimum  royalty  fee of $50,000 per year or a royalty fee equal to
15% of the licensee's net sales, whichever is greater.

The Company's ability to continue  operations  through December 31, 2003 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
capital to remain a going concern through December 31, 2003. Based on historical
yearly financial  requirements,  operating capital of approximately $3.2 million
will be needed for each of the calendar years 2003 and 2004.

The Company  entered  into a Consulting  Agreement  dated as of October 27, 2001
with Origenesis, LLC and Farm Team Mentors, LLC. Pursuant to this agreement, the
consultants  are  advising  the  Company as to,  among other  things,  corporate
finance  matters,  including the raising of up to $3,000,000 of working  capital
through the issuance of equity  securities.  The initial term of this consulting
agreement is six months,  with automatic  six-month  renewal  periods unless any
party  provides  written notice of termination at least five business days prior
to the commencement of a new six-month term. The Company is obligated to pay the
consultants  a  finders'  fee in an  amount  equal to (i) 10% of any  amount  of
working  capital  raised less than  $1,000,000,  plus (ii) 7.5% of any amount of
working  capital  raised in excess of $999,999  and less than  $2,000,000,  plus
(iii) 5% of any amount of working  capital  raised in excess of  $1,999,999.  In
addition,  the  Company  is  obligated  to pay a  monthly  fee of  $6,000 to the
consultants,  payable  one-half  in cash and the other  half in shares of Common
Stock with a value equal to 75% of the average  closing price in the month prior
to payment.  Both the  finders'  fee and the  monthly fee do not become  payable
until  $150,000  of  working  capital  has  been  raised  as  a  result  of  the
consultants'  efforts. The Company raised no working capital as a result of this
consulting agreement which was cancelled on February 12, 2002.

         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


                                       15

<PAGE>

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. 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, 2002, 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, 2002. 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, 2002,  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, 2002,  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, 2002, in conformity with accounting  principles  generally accepted
in the United States of America.

As discussed in Note 3 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 3.) The 2002
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

During 2003,  management  changed its estimate for deferred  consulting fees and
the carrying  value of  CytoGenix's  patent as of December 31, 2001. The balance
sheet and statement of operations has been restated as of December 31, 2001. See
note 2 to the financial statements.

Malone & Bailey, PLLC
---------------------
www.malone-bailey.com
Houston, Texas
May 8, 2003



                                                                             F-1
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                DECEMBER 31, 2002


                                     ASSETS
                                     ------
<S>                                                                              <C>

CURRENT ASSETS:
    Prepaid expenses                                                             $         8,214
                                                                                 ---------------
           Total current assets                                                            8,214

Property and equipment, net of $134,841 accumulated depreciation                          93,115
                                                                                 ---------------
           Total assets                                                          $       101,329
                                                                                 ===============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                                             $       340,639
     Accrued expenses                                                                    321,116
     Loan payable to related party                                                         5,000
                                                                                 ---------------
           Total current liabilities                                                     666,755
                                                                                 ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 150,000,000 shares authorized,
       61,045,611 shares issued and outstanding                                           61,046
    Additional paid-in capital                                                        14,845,828
    Treasury stock                                                                   (   629,972)
    Deficit accumulated during the development stage                                 (14,842,328)
                                                                                 ---------------
           Total stockholders' deficit                                               (   565,426)
                                                                                 ---------------

           Total liabilities and stockholders' deficit                           $       101,329
                                                                                 ===============

</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, 2002 AND 2001 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH DECEMBER 31, 2002




                                                                                                    Inception
                                                                               Restated              Through
                                                                2002             2001                 2002
                                                         ---------------      ---------------     ---------------
<S>                                                      <C>                  <C>                 <C>

 REVENUES                                                $         1,700      $           875     $         2,575

 COSTS AND EXPENSES:
     Research and development                                    187,040            2,207,736           4,795,968
     General and administrative                                2,203,165            1,548,509           9,528,231
     Depreciation and amortization                                40,699               63,465             167,630
     Impairment expense                                                               345,588             345,588
     Equity in losses of joint venture                                                                     10,000
                                                         ---------------      ---------------     ---------------
 LOSS FROM OPERATIONS                                         (2,429,204)          (4,164,423)        (14,844,842)

 OTHER INCOME:
     Gain on sale of security                                                                                 881
     Dividend income                                                                                        1,633
                                                         ---------------      ---------------     ---------------
 NET LOSS                                                $    (2,429,204)     $    (4,164,423)    $   (14,842,328)
                                                         ===============      ===============     ===============

 Net loss per share:
     Basic and diluted net loss per share                $          (.04)     $            (.11)
                                                         ===============      =================

 Weighed average shares outstanding:
     Basic and diluted                                        55,765,944           38,725,175
                                                         ===============      ===============
</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, 2002

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

Shares issued for cash - Note 7           5,486,183    $      5,486    $  1,479,272                                    $  1,484,758

Shares issued for services - Note 7      13,463,465          13,463       4,880,933                                       4,894,396

Stock option expense                                                         25,000                                          25,000

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             (8,229,288)         (8,229)    ( 3,482,440)       3,490,669                              -

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)

Deficit accumulated in development
stage
                                                                                                      $ (  8,248,701    ( 8,248,701)
                                      -------------  --------------  --------------  ---------------  --------------- --------------

BALANCE, December 31, 2000               31,433,140          31,433      12,254,855   (    4,763,176)   (  8,248,701)   (   725,589)

Shares issued for cash                   14,496,853          14,497       1,269,461                                       1,283,958
Shares issued for services                1,780,009           1,780         332,962                                         334,742
Stock option expense                                                      1,772,300                                       1,772,300
Retirement of treasury shares            (2,819,337)         (2,819)    ( 3,380,385)       3,383,204                              -


Reclassify prior year treasury sales
  to additional paid in capital                                                              750,000                        750,000
Net loss                                                                                                (  4,164,423)   ( 4,164,423)
                                      -------------  --------------  --------------  ---------------  --------------- --------------
BALANCE, December 31, 2001
   (Restated)                            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)
                                      =============  ==============  ==============  ===============  ==============   =============
</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, 2002 AND 2001 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH DECEMBER 31, 2002

                                                                                                   Inception
                                                                                  Restated          Through
                                                                2002                2001              2002
                                                         --------------      ---------------      -----------
<S>                                                      <C>                 <C>                  <C>

OPERATING ACTIVITIES:
   Net loss                                              $    (2,429,204)    $    (4,164,423)     $(14,842,328)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                               40,699              63,465              164,253
      Impairment expense                                                             345,588              345,588
      Stock issued for services                                1,016,747             334,742            6,245,885
      Stock option expense                                                         1,772,300            1,797,300
      Equity in losses of joint venture                                                                    10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                          2,982          (   10,008)      (        8,214)
         Accounts payable & accrued expenses                  (  237,568)            390,066              797,746
                                                         ---------------     ---------------      ---------------
Net cash used in operating activities                         (1,606,344)         (1,268,270)      (    5,489,770)
                                                         ---------------     ---------------      ---------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                         (   10,387)                          (      227,957)
   Issue note receivable                                                                           (       25,100)
   Investment in joint venture                                                                     (       10,000)
                                                         ---------------                          ----------------
Net cash provided by used in investing activities             (   10,387)                          (      263,057)
                                                         ---------------                          ----------------

FINANCING ACTIVITIES PROVIDED BY:
   Proceeds from notes payable                                                       250,000              250,000
   Payments on notes payable                                                      (  250,000)      (      250,000)
   Treasury shares sold                                                                                 1,290,568
   Purchase of treasury shares                                                                     (       60,000)
   Sale of common stock                                        1,596,043           1,283,958            4,364,759
   Loans from related parties                                      5,000                                    5,000
   Contributions to capital                                                                               152,500
                                                         ---------------     ---------------      ---------------
Net cash provided by financing activities                      1,601,043           1,283,958            5,752,827
                                                         ---------------     ---------------      ---------------
NET CHANGE IN CASH                                            (   15,688)             15,688                    -
CASH, beginning of period                                         15,688                   -                    -
                                                         ---------------     ---------------      ---------------
CASH, end of period                                      $             -     $        15,688      $             -
                                                         ===============     ===============      ===============
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                         $            -      $             -      $             -
                                                         ==============      ===============      ===============
   Income taxes paid                                     $            -      $             -      $             -
                                                         ==============      ===============      ===============
NONCASH TRANSACTIONS:
   Common stock issued for debt                          $            -      $             -      $       135,990
   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.

         CytoGenix  maintains  allowances  for doubtful  accounts for  estimated
         losses  resulting  from the inability of its customers to make required
         payments.  If the financial condition of CytoGenix's  customers were to
         deteriorate,  resulting  in an  impairment  of  their  ability  to make
         payments,  additional  allowances  may be required.  CytoGenix does not
         require collateral.

         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.


                                                                             F-6

<PAGE>


         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.
         CytoGenix's patent was determined by management to be fully impaired as
         of December 31, 2001. See note 2 for details.

         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 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 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

         In 2003, management determined it had erroneously  capitalized deferred
         consulting expense of $945,227. The consulting expense was recorded for
         options issued to a consultant.  The options vested  immediately,  were
         exercised in 2001 and the contract was silent on specific  performance.
         The entire  $945,227 has been  expensed in the year ended  December 31,
         2001.  CytoGenix  carried a patent with a net book value of $345,588 as
         of December 31, 2001.  Management  determined in 2003,  that the patent


                                                                             F-7

<PAGE>

<TABLE>

         was fully impaired as of December 31, 2001. The following  restates the
         balance  sheet and statement of operations as of and for the year ended
         December 31, 2001.

         A summary of the restatements are as follows:

                                                         Previously         Increase
         As of December 31, 2001:                          Stated          (Decrease)        Restated
                                                        --------------    ------------      ------------
<S>                                                     <C>                 <C>             <C>

         Balance Sheet:
         Cash                                           $     15,688                        $     15,688
         Deferred consulting expense                         945,227      $ (  945,227)                -
         Prepaid expenses                                     11,196                              11,196
         Property & equipment, net                           123,428                             123,428
         Patent, net                                         345,588        (  345,588)                -

                                                        ------------      ------------      ------------
         Total assets                                   $  1,441,127      $ (1,290,815)     $    150,312
                                                        ============       ===========      ============


         Accounts payable                               $    286,434      $ (      490)     $    285,944
         Accrued payroll and payroll taxes                   316,577                             316,577
         Other accrued liabilities                           296,803                             296,803
         Common stock                                         44,891                              44,891
         Additional paid in capital                       12,249,193                          12,249,193
         Treasury stock                                  (   629,972)                        (   629,972)
         Deficit accumulated during the
              development stage                          (11,122,799)       (1,290,325)      (12,413,124)
                                                        ------------      ------------      ------------

         Total liabilities and equity                   $  1,441,127      $ (1,290,815)     $    150,312
                                                        ============      ============      ============

         For the year ended December 31, 2001:
         Statement of Operations:
         Revenues                                       $        875                        $        875

         Research and development                          1,262,509      $    945,227         2,207,736
         General and administrative expenses               1,548,999        (      490)        1,548,509
         Depreciation and amortization                        63,465                              63,465
         Impairment expense                                                    345,588           345,588
                                                        ------------      ------------      ------------

         Net loss                                       $( 2,874,098)     $ (1,290,325)     $( 4,164,423)
                                                        ============      ============      ============

         Net loss per common share                             $(.07)            $(.04)            $(.11)

         Weighted average common shares
         outstanding                                      38,725,175                          38,725,175

</TABLE>


                                                                             F-8

<PAGE>


         NOTE 3 - GOING CONCERN

         CytoGenix has incurred losses totaling $14,842,328 through December 31,
         2002 has a working  capital  deficit of $658,541 at December  31, 2002.
         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 4 - PROPERTY

         Property consisted of the following as of December 31, 2002:

               Lab equipment                        5 years         $  174,578
               Furniture and office equipment       5-7 years           53,378
               Less: accumulated depreciation                         (134,841)
                                                                    ----------
               Net book value                                      $    93,115
                                                                   ===========

         Depreciation  expense  totaled  $40,699  and $41,405 for 2002 and 2001,
         respectively.


         NOTE 5 - 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, 2002 was $162,551
         and $158,105, respectively.


         NOTE 6 - LOAN PAYABLE TO RELATED PARTY

         In November 2002, the CEO loaned CytoGenix  $5,000.  The loan is due on
         demand, bears no interest, and has no collateral.


                                                                             F-9

<PAGE>



         NOTE 7 - 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
                                              ----------            ------------
                         Sub-total            13,463,465               4,894,396
                         2001                  1,780,009                 334,742
                         2002                  3,162,535               1,016,747

         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
                                            ------------            ------------
                         Sub-total             5,486,183               1,484,758
                         2001                 14,496,853               1,283,958
                         2002                 12,992,411               1,596,043

         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 8 - INCOME TAXES

         For the period from inception through December 31, 2002,  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 $480,000. The
         cumulative net operating loss carry-forward is approximately $6,500,000
         at December 31, 2002, and will expire in the years 2010 through 2022.

         Deferred income taxes consist of the following at December 31, 2002:


                                                                            F-10
<PAGE>


            Long-term:
               Deferred tax assets                      $     2,200,000
               Valuation allowance                           (2,200,000)
                                                        ---------------
                                                        $             -
                                                        ===============


         NOTE 9 - COMMITMENTS AND CONTINGENCIES

         CytoGenix  leases  office  facilities  under an  operating  lease  that
         expires on November 30, 2003. Monthly rent is $2,880.  Rent expense was
         $19,000 and $31,764 for 2002 and 2001, respectively.  As of the date of
         this report, CytoGenix is 8 months in default under this lease.

         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 $465,000.

         Litigation

         BOYD/BARDWELL LAWSUIT

         Charles  S. Boyd and  Charles  M.  Bardwell,  each of whom is a current
         director of the Company (the  "Plaintiffs"),  filed a petition on March
         19, 2002 in the 61st Judicial  District Court of Harris County,  Texas,
         which names the Company and the three other board members as defendants
         (collectively,  the  "Defendants").  The  petition  seeks,  among other
         things, an ex-parte temporary  restraining order based upon Plaintiff's
         allegations,  temporarily enjoining and restraining the Defendants from
         committing the Company to any future  obligations or the negotiation of
         any  agreements  until the holding of a  shareholders'  meeting for the
         purpose of the election of directors,  from hindering the Plaintiffs in
         the performance of their duties as directors, from attempting to remove
         the  Plaintiffs  as  directors,  and from issuing any of the  Company's
         stock to employees  who are both officers and  directors.  The petition
         also seeks acknowledgement of certain resolutions  purportedly approved
         at a board meeting held on January 17, 2002.

         A Temporary Restraining Order was issued by the court ex-parte, without
         notice to Defendants and without any opportunity to appear, respond and
         deny the allegations of Plaintiffs upon which the order was issued. The
         Company vigorously denies the allegations of Plaintiffs'  petition.  On
         March 27,  2002, a hearing was held before the  presiding  judge of the
         61st  Judicial  District  Court  to  consider  the  application  of the
         Plaintiffs for issuance of a temporary injunction. The presiding judge,
         after hearing the  arguments of counsel for both parties,  announced in
         open court, prior to the introduction of any evidence, that Plaintiffs'
         request for relief was, in his opinion, "moot". Thereafter, the parties
         agreed to stipulations concerning, among other things, the holding of a
         shareholder's  meeting to elect directors,  the  acknowledgement of the
         directors  to be  bound  by the  January  17,  2002  board  resolutions
         governing  conduct of the board and management  until the next election
         by the  shareholders  of  directors,  and not to remove  Plaintiffs  as
         directors pending that election. The stipulations further provided that
         the Plaintiffs'  petition would be dismissed  following the 2002 annual
         meeting of  shareholders.  By  stipulation,  no  injunctive  relief was
         granted by the Court and the ex-parte temporary restraining orders were
         dissolved."


         ELLISTON LAWSUIT

         The suit styled  Elliston v. CytoGenix, Inc et al., Cause no. 2001-4884
         in the 269th District Court of Harris County, Texas was  settled out of
         court as of March 10, 2003 with mutual  releases by the parties  of any
         and all claims. The terms of the settlement are confidential.


         NOTE 10 - GRANT

         In 2002,  CytoGenix and a research lab were awarded a government grant.
         CytoGenix's  portion was  approximately  $35,000.  As CytoGenix  incurs
         research costs under the grant, CytoGenix is reimbursed. In 2002, total
         reimbursements were approximately $15,000 and have reduced research and
         development expenses on the statement of operations.


                                                                            F-11
<PAGE>

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

Changes in Accountants

On April 22,  2003 Thomas  Leger & Co.,  L.L.P.  of Houston,  Texas ("TL & Co.")
advised CytoGenix, Inc. (the "Company") that it would not issue a report for the
period ending December 31, 2002 as the Company's  independent  accountant.  TL &
Co. has issued no reports on the  financial  statements  of the  Company for any
period subsequent to September 30, 2002.

(ii) The report of TL & CO. on the Company's financial statements for the fiscal
year ended  December  31,  2001  contains  a  modification  for a going  concern
uncertainty.  TL & CO.  issued no reports  on the  financial  statements  of the
Company for any period prior to December 31, 2001.

(iii) The decision to change  independent  auditors was approved by the Board of
Directors.

(iv) The  Company has not had any  disagreements  with TL & CO. on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
TL & CO.,  would have caused them to make  reference  thereto in their report on
the financial statements of the Company.

(v) The Company has requested TL & CO. furnish it with a letter addressed to the
Securities  and  Exchange  Commission  stating  whether it agrees with the above
statements.

On April 28, 2003,  CytoGenix,  Inc. (the  "Company")  engaged  Malone & Bailey,
P.L.L.C. of Houston,  Texas ("M&B") as its principal independent  accountants to
audit the  Company's  financial  statements.  The  Company's  Board of Directors
approved the engagement of M & B. on April 28, 2003.

                                    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..................67      Term of Office:  2002 to 2003

Lawrence                          Chief Financial Officer, Director
Wunderlich................43      Term of Office:  2002 to 2003

Michael                           Director
Walters...................66      Term.of Office:  2002 to 2003

Yin
Chen......................39      VP.of Research & Development

Scott E                           Director
Parazynski, M.D..........42      Term of Office: 2002-2003

Frank                             Chief Operating Officer, Director
Vazquez...................61      Term of Office: 2002-2003




                                       18
<PAGE>



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. 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. 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.

Mr.  Walters has been a Director  since  February  1995, is a Licensed  Physical
Therapist and has been in private practice for over 36 years.

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 to
replace Dr. Jonathan Elliston.  Dr. Yin Chen has also been promoted to Executive
Secretary of the Scientific Advisory Committee.

Mr. 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.

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.



                                       19

<PAGE>

<TABLE>

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 2002 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.






<CAPTION>



                           SUMMARY COMPENSATION TABLE
                                                                LONG-TERM
                                                                COMPENSATION
                                                                AWARD(S)
NAME AND PRINCIPAL                                              RESTRICTED STOCK
POSITION                      YEAR    SALARY ($)   BONUS ($)    AWARD(S) ($)
Malcolm Skolnick
 (CEO) (1)                    2002    120,000          --       $  72,200
                              2001    120,000          --          30,000
    From 9/1/99-12/31/99      1999     40,000       4,000          10,000

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

<S>                     <C>                <C>           <C>

     DATE               $VALUE             CLOSE         NUMBER OF SHARES
    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


                                       20

<PAGE>

    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

    12/29/01    $         1,250   $           0.20              6,410
    12/15/01    $         1,250   $           0.21              5,952
    11/30/01    $         1,250   $           0.17              7,576
    11/15/01    $         1,250   $           0.19              6,579
    10/31/01    $         1,250   $           0.20              6,250
    10/13/01    $         1,250   $           0.23              5,435
    09/29/01    $         1,250   $           0.22              5,682
    09/15/01    $         1,250   $           0.28              4,464
    08/31/01    $         1,250   $           0.35              3,571
    08/15/01    $         1,250   $           0.26              4,808
    07/31/01    $         1,250   $           0.16              7,813
    07/14/01    $         1,250   $           0.21              5,952
    06/30/01    $         1,250   $           0.13             10,000
    06/15/01    $         1,250   $           0.24              5,208
    06/01/01    $         1,250   $           0.25              5,000
    05/15/01    $         1,250   $           0.30              4,167
    05/01/01    $         1,250   $           0.25              5,000
    04/14/01    $         1,250   $           0.25              5,000
    03/31/01    $         1,250   $           0.50              2,500
    03/15/01    $         1,250   $           0.19              6,579
    03/01/01    $         1,250   $           0.25              5,000
    02/15/01    $         1,250   $           0.49              2,551
    02/01/01    $         1,250   $           0.31              4,032
    01/15/01    $         1,250   $           1.01              1,238
    01/19/01    $                 $
                12,500            0.25                         50,000
                                                                       ("Bonus valued at
                                                                       August 28, 2001 share
                                                                       price of 150%
    12/21/01    $        22,500   $           0.35             64,386  salary.")
                                                                       (Bonus based on
                                                                       average closing price
                                                                       for 12/15/00,
                                                                       12/29/00
    01/13/01    $         7,500   $          0.086             86,667  and 01/15/01)

</TABLE>










                                       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 December 31, 2002,
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...................     1,652,839            2.7
   9881 So. Wilcrest
   Houston, Texas 77099

Michael Walters, L.P.T............................     576,563              *
   1220 Blalock, #220
   Houston, Texas 77055

Lawrence Wunderlich...............................     577,315              *
   9881 So. Wilcrest
   Houston, Texas 77099

Yin Chen..........................................     237,251              *
   9881 So. Wilcrest
   Houston, Texas 77099

Frank Vazquez.....................................     161,850              *
   9881 So. Wilcrest
   Houston, Texas 77099

Scott E. Parazynski...............................      9,302               *
   9881 S. Wilcrest
   Houston, TX 77099



All Executive Officers and Directors as a
  group (six persons)                     ........  3,215,120               5.3





---------------------------------
        * Less than 1%





                                       22
<PAGE>

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)

     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.














                                       24
<PAGE>



                                   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: May 21, 2003


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.

                                      By: /s/ Malcolm Skolnick
                                          --------------------------------------
                                          MALCOLM SKOLNICK, PH.D.
                                          PRESIDENT, CHIEF EXECUTIVE OFFICER AND
                                          DIRECTOR (PRINCIPAL EXECUTIVE OFFICER
                                          AND DIRECTOR)
Date:  May 21, 2003



                                      By: /s/ Michael Walters
                                          --------------------------------------
                                          MICHAEL WALTERS
                                          DIRECTOR
Date:  May 21, 2003

                                      By:  /s/Frank Vazquez
                                          --------------------------------------
                                          FRANK VAZQUEZ
                                          DIRECTOR, EXECUTIVE VP
Date:  May 21, 2003

                                      By:  /s/Frank E. Parazynski
                                          --------------------------------------
                                          FRANK E. PARAZYNSKI
                                          DIRECTOR
Date:  May 21, 2003

                                      By:
                                          /s/ Lawrence Wunderlich
                                          --------------------------------------
                                          LAWRENCE WUNDERLICH
                                          CHIEF FINANCIAL OFFICER, CONTROLLER
                                          AND DIRECTOR (PRINCIPAL FINANCIAL AND
                                          ACCOUNTING OFFICER AND DIRECTOR)
Date:  May 21, 2003





                                       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:  May 21, 2003


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




                                       26

<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:  May 21, 2003


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



                                       27
<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
MAY 21, 2003


         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
MAY 21, 2003



                                       28