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

                                   Form 10K-SB

|X|      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934 For the fiscal year ended December 31, 2004

|_|      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 Identification No.)
  incorporation or organization)

        3100 Wilcrest, Ste. 140, Houston, Texas           77042
        (Address of principal executive offices)        (Zip Code)

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

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

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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

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

         Issuer's  revenues for the fiscal year ended December 31, 2004 were $0,
for 2003 were $80,000.

         As of March 31, 2005 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  $80,885,829 (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, 2004 the
registrant had 109,204,339 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
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  ITEM 1. Description of Business                                             11
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  ITEM 2. Description of Property                                             14
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  ITEM 3. Legal Proceedings                                                   14
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  ITEM 4. Submission of Matters to a Vote of Security Holders                 14
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PART II                                                                       16
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  ITEM 5. Market For Common Equity and Related Stockholders Matters           16
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  ITEM 6. Management's Discussion and Analysis or Plan of Operation           19
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  ITEM 7. Financial Statements                                               F-1
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  ITEM 8. Changes in and Disagreements with Accountants                     F-12
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PART III                                                                    F-12
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  ITEM 9. Directors, Executive Officers, Promoters and Control Persons:
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Compliance with Section 16(a) of the Exchange Act                           F-12
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  ITEM 10. Executive Compansation                                           F-14
---------------------------------
  ITEM 11. Security Ownership of Certain Beneficial Owners and Management   F-17
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  ITEM 12. Certain Relationships and Related Tranxactions                   F-19
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  ITEM 13. Controls and Procedures                                          F-19
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  ITEM 14. Exhibits and Financial Statement Schedules and Reports
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 on File 8K                                                                 F-19
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                                        2

<PAGE>



                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS

CytoGenix,  Inc.  ("CytoGenix" or "the Company") is a biopharmaceutical  company
whose primary focus is the development and  commercialization of its proprietary
technology for  identifying and silencing  disease causing genes.  The Company's
technology  includes  gene  silencing   techniques   applicable  to  genes  from
pathogenic  organisms or selected genes from a host to prevent the expression of
harmful proteins,  thereby preventing or ameliorating  disease. The Company also
has developed a novel  process to produce cell free,  plasmid DNA for use in its
own products and for sale to the biopharmaceutical  market. The company seeks to
generate  revenues and improve the health and well-being of humans,  animals and
plants by utilizing its technology to produce molecular  therapies.  In addition
to development and commercialization of therapeutic compounds, the Company seeks
to sell  and/or  license  its  technology  to  biotechnology  companies  seeking
determination  of specific  genes'  function  and purpose  and to  consumers  of
plasmid DNA.


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

Gene Expression and Human Disease

Widely published  scientific studies conducted over the last 20 years by leading
universities,  government research laboratories, such as the National Institutes
of Health and the National Cancer Institute,  and private research  laboratories
have established that most diseases are the result of malfunctioning genes in an
organism's  genome,  or the  activities of genes from pathogens such as viruses,
bacteria or funguses . This genetic  activity  causes the  production of harmful
proteins that lead to the symptoms and destructive results of disease.  Examples
of diseases  caused by the production of such harmful  proteins  include cancer,
herpes,  sepsis (blood poisoning) and a host of others. To produce a protein,  a
cell first  makes a positive  copy of the DNA code  containing  the  information
necessary  to  produce  the  protein.  This  messenger  RNA (mRNA) is called the
"sense" molecule.  This message-carrying  molecule then moves to another part of
the cell where it participates in the assembly of the biochemical  components to
produce proteins.

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

CytoGenix Gene Silencing Technology

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.




                                        3
<PAGE>



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

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

         4.   Aptamer:  The ssDNA  binds to the  protein  itself in the cell and
              causes   the   undesired   protein   to  become   inactivated   or
              dysfunctional.

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

DEVELOPMENT TO DATE (RESEARCH AND DEVELOPMENT)

The ssDNA expression vector  technology  originated with the work of Dr. Charles
Conrad,  which he developed while at InGene,  Inc. This breakthrough  technology
was originally  protected by issued United States Patent No. 6,054,299 entitled,
"Methods and Compositions for Producing Single-stranded cloned DNA in eukaryotic
cells." In 1999,  CytoGenix  purchased the rights to Dr. Conrad's patent as well
as other proprietary  information from InGene,  and has since instituted a broad
research and  development  program to advance  single  stranded  DNA  expression
technology.  Shortly  after  acquisition  of  the  foregoing  patent,  worldwide
protection was pursued by filing two applications  under the Patent  Cooperation
Treaty (PCT)  entitled,  "Enzymatic  Synthesis of ssDNA" (World  Publication No.
WO00/22113),   and  "Production  of  ssDNA  in  vivo"  (World   Publication  No.
WO00/22114).  Applications to protect  subsequent  improvements  and therapeutic
applications  of this  technology have since been filed to expand the protection
of this  technology  in both the US and  foreign  markets.  In  addition  to the
original issued patent,  Cytogenix  currently holds 12 pending US  applications,
and 27 pending national  applications  stemming from six PCT applications.  This
assertive  approach  to  protection  of the  Company's  technology  has  enabled
CytoGenix to expand and refine the development of therapeutics for human, animal
and agricultural use. The Company holds a total of 45 issued patents and pending
United States and foreign applications.

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

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

The Genomics field has vastly expanded the number of potential drug targets. The
Company  has  utilized  its ssDNA  expression  technology  to  develop a library
screening technique for gene target identification and validation. The CytoGenix
proprietary  gene  neutralization  system is a powerful tool in confirming  gene
target function.  The screening  library  technique enables efficient testing of
multiple  oligonucleotide  sequences.  When a sequence silences a targeted gene,
the construct for  introducing  the  identified  sequence in cellular and animal


                                       4
<PAGE>

experiments  is readily  produced.  Use of the screening  library has led to the
discovery  of  sequences  that have  been  useful in  several  of the  Company's
products under development.

The Company has developed a separate  technology  against bacteria using mimetic
oligonucleotides  as sequences to silence  targeted  bacterial  genes.  Targeted
genes include those necessary for the bacteria's survival,  ability to reproduce
and/or to express various toxins.

The Company has also developed a novel technique for producing cell free plasmid
DNA thus bypassing the fermentation  process. The cell free synthesis of plasmid
DNA has numerous  advantages:  CytoGenix,  synthetic DNA (SynDNA(TM)) is free of
the endotoxins, bacterial DNA, RNA and proteins that must be laboriously removed
in the fermentation process using live bacteria. More importantly, synthetic DNA
can be  produced  more  rapidly  and less  expensively  than in the  traditional
fermentation method.

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

Using its expanding  technological base, the Company is seeking to develop drugs
that address  significant  and unmet  medical  needs.  The Company is conducting
research and/or preclinical development with product candidates in the following
areas:  infectious disease (anti-virals and  anti-bacterials),  inflammation and
cancer.


Products under development include:

Infectious Disease Program


CY301 (Simplivir(TM)) anti-herpes topical is anticipated to address the needs of
70 million  infected  Americans;  today's  marginally  effective  products  have
revenues  in  excess of $1  billion.  The most  likely  methods  of use  include
prophylactic and neonatal  applications.  Our proprietary  plasmid DNA sequences
turn-off the HSV ICP4 and ICP47 genes. Found in HSV-1, -2 and Herpes Zoster, the
ICP4 gene is critical  for the  replication  of the virus in the host cell.  The
ICP47 gene  produces a protein  that  assists  the virus in  interfering  with a
host's immune system in recognizing the virus and  eliminating it.  Pre-clinical
in vitro studies have shown a 100-fold reduction in HSV viral load in test cells
containing  the Company's  proprietary  plasmid DNA coded with an ICP4 knockdown
sequence.  Mouse  trials  were  initiated  in August,  2003 and are  continuing.
Pre-clinical toxicology studies are being designed and will enable the filing of
an   Investigational   New  Drug  (IND)   application   with  the  Food  &  Drug
Administration (FDA) in 4th quarter 2005.


CY401 targets  multi-drug  resistant  bacteria  including  methicillin-resistant
staphylococcus  aureus (MRSA).  Recently,  MRSA strains that had previously been
confined  to  hospitals  are now  appearing  in the  community.  Clinicians  are
encountering difficulty in treating MRSA infections, and CY401 is anticipated to
be a  leading  product  in a  new  class  of  antibacterial  compounds.  Studies
conducted in cell culture indicate that CY401 has potent killing capability even
against the most resistant  bacterial pathogens such as MRSA. Animal testing has
confirmed  this and  CytoGenix is  preparing to conduct the required  safety and
toxicology  studies to support the filing of an IND with a target filing date in
the first quarter of 2006.

CY403 specifically targets only the staphylococcus species.

Inflammatory Disease Program

CY303 is a topical  anti-inflammatory  product  that  blocks the  activity of an
adhesion  molecule  known as  intercellular  adhesion  molecule  or ICAM-1.  The
initial medical condition for this topical anti-inflammatory product is moderate
to  severe   psoriasis.   Other   medical   conditions   where  CY303  could  be
therapeutically beneficial include contact dermatitis,  acne, decubitus, rosacea
and  joint  swelling.  Studies  to test the  ability  of CY303  to  inhibit  the
expression of ICAM-1 are ongoing and assuming  success,  CY303 will be the third
IND application submitted by CytoGenix.


                                       5
<PAGE>


Cancer Program


Investigators  have used the Company's  ssDNA  expression  vector  technology to
knockdown cancer genes as part of projects supported by the National  Institutes
of Health Small Business Innovative  Research,  SBIR program.  Some of this work
has progressed to the level of preclinical studies, and success in these studies
will allow progression to clinical applications.


Aerosol Delivery of Anti Metastatic Tumors in Lungs


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


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


Anti- Solid Tumor Gene Therapy


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


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


Nucleic Acid Delivery Technology


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

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


Synthetic DNA Process

Scientists  at  CytoGenix  have  developed a novel  method for  producing  large
amounts of high quality therapeutic circular DNA with significant  reductions in
residual   contaminants   compared   to   traditional    fermentation   methods.
Specifically,  we have  identified  and  optimized  a method  for in  vitro  DNA
synthesis and amplification for the production of good  manufacturing  practices
(GMP) drug substances.


Cell-free  amplification of c-DNA has many important benefits beginning with the
size and  composition  of the plasmid.  Under this system,  there is no need for
bacterial  replication genes or selection  markers such as antibiotic  resistant
genes.  In most cases,  this will reduce the size and weight of the  therapeutic
c-DNA by at least 3,000 base pairs or a molecular weight of approximately  2,000
kilo Daltons.  The total absence of bacteria and growth media assures that there
is no need to employ mechanical or chemical purification methods to extract cell
or animal proteins, RNA, genomic DNA and backbone molecules. This feature allows
the  designer  more  control  of coding for  non-specific  and  specific  immune
responses.



                                       6
<PAGE>



Greater biological activity

Our experiments have shown that the biological response to c-DNAs with no vector
backbone  is  approximately  one and  one-half  times  higher  than  traditional
plasmids.  Other  investigators have reported greater activity levels of in vivo
studies  using "DNA mini  circles".  At the  molecular  level,  100nano grams of
traditional  plasmid  DNA is  equal  to 60ng of  bacteria-free  c-DNA.  This may
explain the result of our  transfection  experiments  and  suggest  that less in
vitro  synthesized DNA may be required to generate the same biological effect as
its plasmid  counterpart.  In terms of cost, this would translate in substantial
savings.

Low risk, low cost and fast cycle time

Our novel process is bench-scale and requires little  equipment,  space or human
intervention in comparison to bioprocess manufacturing facilities. No cell banks
are needed and no yield  optimization  steps that can add weeks or months to the
production process. This process lends itself to liquid-handling  automation and
one  technician can  synthesize  gram  quantities in a matter of days working in
custom  manufacturing  suites. The capital costs for physical plant and on-going
fixed and variable operating expenses are a fraction of the costs of large-scale
bioprocess  methods.  We  believe  that  this  synthetic  process  will  be more
consistent,  yield material of higher purity, and will enable delivery of higher
concentrations of Active Pharmaceutical Ingredient (API) if needed.

Improved regulatory profile

Benefits provided by the cell-free synthesis from a regulatory agency review and
compliance  perspective are significant.  By beginning with a well-characterized
synthetic  master  construct,  there is no need for cell bank systems (master or
working cell banks),  thus reducing the risk and amount of documentation,  space
and cost. Similarly, product cGMP manufacturing procedures detailing methods for
cell collection,  processing and culture conditions would no longer be necessary
and would  substantially  reduce quality  assurance and quality control ( QA/QC)
and compliance overhead costs.

Cytogenix  is  carrying  out a  multi-pronged  strategy  with the  objective  of
commercializing  this technology within the next year. The following  summarizes
our plans:

          o    Process optimization and scale-up,  continued  experimentation to
               achieve  yield  optimization,  reduced  reagent usage and reduced
               costs.  Manufacture  milligram quantities  consistently,  conduct
               several   animal   studies  with   various   plasmids  to  verify
               bioactivity  equal  to or  greater  than  plasmids  produced  via
               traditional methods. Scale-up to produce gram quantities.
          o    Develop reagent suppliers and sourcing,  establish  relationships
               with manufacturers of enzymes. Develop quality parameters.
          o    Construct cGMP production  suite,  build and equip a side-by-side
               manufacturing  suite for simultaneous  production of batches cGMP
               pDNA.
          o    Business  development,  we are currently  evaluating  options for
               industry  partnership  for continued  development  of the process
               including contract manufacturing

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

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

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




                                       7
<PAGE>


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


Other research is contemplated to explore various plasmid delivery systems.

Yin Chen, the Company's Vice President of Research and Development,  was invited
to give presentation at 1) the 10th International  Conference on Gene Therapy in
Cancer  held from  December  13 to 15,  2001 in San  Diego,  CA;  2) 3rd  Annual
Conference:  RNA in Drug  Development - RNA as Tool and Target,  San Diego,  CA,
November  10-13,  2003 and 3) A Novel  Single-Stranded  DNA  Expression  Vector.
Louisiana   at  the   Crossroads:   Moving   Biotechnology   from   Research  to
Commercialization, Shreveport, LA, June 24, 2004.

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.

The second  SBIR grant  entitled,  "PEI  aerosol  delivery  of ssDNA  expression
vector" was awarded by the National Cancer Institute, NIH in 2004.


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

     1.   Tan, X. & Chen,  Y., A novel  genomic  approach  identifies  bacterial
          DNA-dependent  RNA  polymerase  as  the  target  of  an  antibacterial
          oligodeoxynucleotide, RBL-1 Biochemistry, 2005 (in press).
     2.   Tan,  X.,  Actor,  J.K.,  &  Chen,  Y.  PNA  antisense  oligomer  as a
          therapeutic strategy against bacterial  infection:  proof of principle
          using mouse peritonitis model,  Antimicrobial  Agent and Chemotherapy,
          (submitted), 2005.
     3.   Tan, X, & Chen, Y.  Discovery of novel  antibiotics  using  cell-based
          screening (Review), Current Drug Discovery, pp. 21-23, April, 2004.
     4.   Tan, X., Knesha, R., Margolin, W. and Chen, Y. DNA enzyme generated by
          a novel  single-stranded  DNA expression vector inhibits expression of
          the essential  bacterial  cell division gene ftsZ,  Biochemistry,  43:
          1111-1117, 2004.
     5.   McMicken,  H., Bates,  P. and Chen, Y.  Antiproliferative  activity of
          G-quartet-containing    oligonucleotides    generated   by   a   novel
          single-stranded   DNA   expression   system,   Cancer  Gene   Therapy,
          10(12):867-869, 2003.
     6.   Chen, Y. and McMicken, H. Intracellular  production of DNA enzyme by a
          novel   single-stranded   DNA   expression   vector,   Gene   Therapy,
          10:1776-1780, 2003.
     7.   Chen, Y. , Ji, Y., and Conrad, C. Expression of single-stranded DNA in
          mammalian cells, Biotechniques, 34:167-171, 2003.
     8.   Chen,  Y.,  Novel   Technologies   for  target   validation,   Genetic
          Engineering News, 23(11):7-9, 2003.
     9.   Chen,  Y.  A  novel  single-stranded  DNA  (ssDNA)  expression  vector
          (Review), Expert Opinion on Biological Therapy, 2:735-740, 2002.
     10.  Chen, Y. Meeting  highlights,  10th  International  conference on gene
          therapy of cancer,  Expert Opinion on Biological  Therapy,  2:443-445,
          2002.
     11.  Chen, Y., Growth of oligo-based drugs, Genomics & Proteomics, October,
          2002.
     12.  Datta, H., and Glazer, P. Intracelullar  generation of single-stranded
          DNA for  chromosomal  triplex  formation  and  induced  recombination,
          Nucleic Acid  Research,  29:5140-5147,  2001. A marvel of  biochemical
          engineering  means cells can produce DNA enzyme to attach cancer,  New
          Scientist, January, 2001.
     13.  Chen, Y. , Ji, Y.,  Roxby,  R., and Conrad,  C. In vivo  expression of
          single-stranded  DNA in  mammalian  cells  with DNA  enzyme  sequences
          targeted to c-raf,  Antisense  & Nucleic  Acid Drug  Development,  10:
          415-422, 2000.




                                       8
<PAGE>


Our Business Strategy

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


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

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

        We will seek to maintain and expand our patent portfolio and proprietary
        technology. We own 12 issued or pending patents relating to nucleic acid
        technology, gene identification and gene silencing techniques.
     o  There are also 33 foreign  counterparts.  We aggressively  pursue patent
        protection to maintain  worldwide  rights  relating to the  development,
        manufacture and sale of  oligodeoxynucleotide  mediated therapeutics and
        gene target validation.

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

MANAGEMENT AND EMPLOYEES

The Company has 11 full-time employees:

MANAGEMENT

Chief Executive  Officer/President - Malcolm Skolnick, PhD,JD
-------------------------------------------------------------
Malcolm Skolnick has served as President,  Chief Executive  Officer and Director
of the Company  since  September  1999.  He received  his Ph.D.  in Physics from
Cornell  University and the JD from the University of Houston Law Center.  Prior
to joining the Company,  Dr.  Skolnick  held  academic  positions in the Medical
School,  the  Graduate  School of  Biomedical  Sciences and the School of Public
Health of the  University  of Texas  Health  Science  Center at Houston.  He has
conducted both animal experiments and clinical trials and has presented clinical
data to the  Food and  Drug  Administration  pursuant  to  obtaining  Pre-Market
Approval for medical devices.  Dr. Skolnick is currently an Adjunct Professor in
the School of Public Health where he formerly  served as Professor of Technology
and Health Law.  Dr.  Skolnick is a registered  patent  attorney and licensed to
practice  law 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.

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 Kansas  City,  Missouri  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 also serves as  Executive  Secretary  of the  Company's  Scientific
Advisory Committee.

Chief Financial Officer - Lawrence Wunderlich
---------------------------------------------




                                       9
<PAGE>

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 previously held the positions of Vice President
Marketing and Sales, Trinity Computing Systems, Inc., Vice President, Operations
and Logistics,  CooperVision (PR), Inc., Senior Consultant with the firm of Booz
Allen and Hamilton,  and line management  positions with ITT Corporation and IBM
Corporation.  He holds a B.S. in  Economics,  from Columbia  University  and has
attended advanced  management programs at Stanford University and the University
of Chicago.


Kurt L. Berens - Vice-President of Product Development
------------------------------------------------------
Mr. Berens has ten years  research and  development  experience in ethical drugs
and medical devices.  Mr. Berens has been a collaborator on projects in academia
and was most  recently  the Manager of the Cellular  and  Biomedical  Section at
NASA-Johnson   Space  Center.   He  was  a  Senior  Project  Manager  for  Texas
Biotechnology  for six years, Mr. Berens was part of a development team that was
successful   in  obtaining  FDA  approval  for   Argatroban(R).   Trained  as  a
pharmaceutical  scientist,  Mr.  Berens  has  worked  successfully  in both  the
academic  and  commercial  drug  development  fields.  Mr.  Berens  received his
Bachelor's degree at the University of Minnesota followed by doctoral studies in
pharmaceutics at the University of Houston.


KEY EMPLOYEES

Senior Laboratory Director-Harilyn McMicken, BS, MT(ASCP)
---------------------------------------------------------
Harilyn W. McMicken  graduated from Abilene Christian  University and University
of Texas at Galveston  with a B.S Science and  registered  medical  technologist
(ASCP).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.


Frederic Kendirgi, PhD - Research Scientist
-------------------------------------------
Dr.  Kendirgi has broad  experience  in  eukaryotic  gene  expression as well as
developing  assays for  protein  detection/function  and  expression  vectors in
eukaryotic  systems. He earned his M.Sc. in Virology and Immunology in 1995 from
the University of Quebec (INRS-Institut  Armand-Frappier)  Laval, Canada and his
Ph.D.  in  Biochemistry  and Molecular  Biology from the  University of Calgary,
Calgary Alberta, Canada in 2000.  Subsequently,  he joined the laboratory of Dr.
S.R. Wente as post-doctoral  scientist at Washington University in St. Louis and
Vanderbilt  University,  Nashville.  Dr.  Kendirgi has authored,  co-authored or
presented 10 scientific  abstracts at national and  international  meeting and 5
scientific  papers. He joined Cytogenix research and development team in October
2004.




                                       10
<PAGE>

Cindee  Ewell, Ph.D., JD, Intellectual Property Advisor
-------------------------------------------------------
Dr.  Ewell  brings  a  combination  of  scientific  and  intellectual   property
experience that is critical to securing and maintaining the legal  protection of
the technology as it develops in the laboratory at CytoGenix.  Dr. Ewell holds a
Bachelor  of Science  degree from  Cornell  University,  a Doctor of  Philosophy
degree from the  University  of Texas Health  Science  Center at Houston,  and a
Juris Doctorate from South Texas College of Law. Prior to graduate  school,  Dr.
Ewell  worked as a  researcher  in the  biotechnology  industry  as a  molecular
biologist where she worked on vaccine development.  After she acquired her Ph.D.
where her  thesis  focused  on the  genetic  regulation  of  bacterial  membrane
synthesis,  Dr. Ewell worked as a post-doctoral fellow in the Department of Cell
Biology at Baylor  College of  Medicine.  Her  post-doctoral  research  included
investigating  the genetic  regulation of aging related processes as well as the
endocrine  regulation  of gene  expression  in both  reproductive  processes and
Alzheimer's  Disease.  She has worked with various systems  including  bacteria,
fruit flies,  mice,  rats,  human tissue and mammalian  cell culture.  Her legal
expertise includes three years of consulting as a technical advisor with two law
firms in the downtown Houston area prior to and during attendance at South Texas
to acquire her law degree.  Dr. Ewell has recently joined the staff at CytoGenix
as an intellectual property advisor.

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 and  Chairman of the SAB. 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. The members are:

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

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

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.





                                       11
<PAGE>


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


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


Dr. Kaplan earned his  bachelor's  degree from Cornell  University,  his masters
from  Yale and his  doctorate  in  molecular  genetics  from the  University  of
California  San Diego.  He  completed  two years of  post-doctoral  training  at
Cambridge  University.  He joined the faculty of University of Illinois - Urbana
in 1967 and moved through the  institution's  academic  ranks to the position of
professor  and director of the  Biotechnology  Center in 1987.  In 1989,  he was
appointed  Chairman of the  Department  of  Microbiology  at University of Texas
Houston Medical School.


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


Regulatory Issues

The Company's  therapeutic  products are subject to regulation under the Federal
Food,  Drug and Cosmetic Act and will require  review and  authorization  by the
Center  for  Biologics   Evaluation  &  Research  (CBER)  of  the  Food  &  Drug
Administration  prior to the initiation of clinical trials. In January 2005, the
Company began the Regulatory  process by participating in a Pre-IND meeting with
expert  reviewers  from the Office of  Cellular,  Tissue and Gene  Therapies.  A
primary  outcome  of the  meeting  was  communication  by FDA of the  additional
evidence to be collected in order for the Company to file an IND application.

Gene-targeted  products for therapeutic  applications  (drugs) or prophylaxis of
disease (vaccines) are expected to be subject to extensive regulation by the FDA
and comparable regulatory agencies around the world. The regulatory requirements
for the Company's products in development are incompletely defined since FDA has
limited  experience  with  gene-targeting  products  compared  to the  extensive
experience  and history in the  regulation  of small  molecules.  Using the path
taken by companies with similar, previously approved products as a guideline and
by interpreting the  requirements as listed in the Code of Federal  Regulations,
we intend to  execute a  development  plan that is  focused,  maximizes  patient
safety and is expedient in reaching the goal of product approval.

Current estimates to gain FDA-approval for a new drug product suggest an average
cost of $800 million and a time frame of 12 years for  research and  development
activities.  Once  a  new  drug  candidate  has  been  identified,   preclinical
toxicology  studies must be conducted in the  laboratory  and in several  animal
species to provide  scientific  evidence of efficacy  and to identify any safety
concerns  that would  preclude use in humans.  The results of these  studies are
submitted as a part of an Investigational  New Drug (IND) application to FDA. If
the data provide sufficient evidence that the product can be safely administered
to humans, the FDA will allow an exemption which will permit the sponsor to ship
the drug across  interstate  lines for clinical  testing in the phases described
below.  Annual  progress  reports  are  submitted  to the FDA of each  phase  of
clinical  testing and  modifications,  suspension,  or  termination  of clinical
trials may be necessary if an unanticipated risk is presented to patients.

The process of obtaining FDA approval to market a pharmaceutical  product in the
United States requires a series of clinical trials to demonstrate the safety and
efficacy of the product.  Clinical trials for therapeutic  products are normally
done in three phases. The first administration to humans is conducted in Phase I
clinical trials and these trials are typically  conducted with a small number of
healthy  volunteers to determine  the safety  profile of a range of doses of the
product.  Additional  Phase I trials  will  test the  absorption,  distribution,



                                       12
<PAGE>

metabolism and  elimination of the drug product's  active  ingredient.  Phase II
clinical  trials are  conducted  with a larger  group of  individuals  and these
studies usually involve the target patient  population in which the drug product
is intended.  Patients with the targeted disorder or indication are administered
the drug  product to identify if the disease  affects the safety  profile of the
drug product as predicted by the Phase I  experience.  Phase II clinical  trials
will test for  preliminary  efficacy,  and the optimal  regimen  (dose level and
frequency of administration) will be defined.  Phase III clinical trials provide
the pivotal  evidence for  regulatory  approval.  Phase III clinical  trials are
typically  randomized,  double-blind  and  placebo-controlled  and  can  involve
hundreds to thousands of patients with the target  indication.  Drug products in
development  for most types of cancer  and some  life-threatening  diseases  may
undergo  initial human testing in patients  afflicted with the target disease as
opposed to healthy volunteers.  Occasionally,  efficacy testing of a product may
present a special  challenge  to testing in humans,  e.g.,  vaccines  to protect
healthy humans from an atypical  life-threatening disease (pandemic influenza or
bioterrorism).

After  completion of clinical  trials of a new product,  FDA marketing  approval
must be obtained.  If the product is  regulated as a biologic (as the  Company's
products will be), a Biologics License  Application  (BLA) is required.  The BLA
must  include   integrated   summaries  of  safety  and  efficacy  derived  from
preclinical  studies,  and clinical  trials in addition to detailed  information
regarding chemistry, manufacturing and controls.

Before  marketing  clearance  is secured,  the  manufacturing  facility  will be
inspected for compliance with current Good Manufacturing  Practices, or cGMP, by
FDA inspectors.  The manufacturing facility must satisfy cGMP requirements prior
to receiving  marketing  clearance.  In addition,  after marketing  clearance is
secured,  the  manufacturing  facility will be inspected  periodically  for cGMP
compliance by FDA inspectors,  and, if the facility is located in California, by
inspectors from the Food and Drug Branch of the California  Department of Health
Services.

In addition to the FDA  requirements,  the NIH has  established  guidelines  for
research involving human gene therapy,  including recombinant DNA molecules. The
FDA  cooperates  in the  enforcement  of these  guidelines,  which  apply to all
recombinant  DNA research that is conducted at facilities  supported by the NIH,
including  proposals to conduct clinical research involving gene therapies.  The
NIH  review of  clinical  trial  proposals  and safety  information  is a public
process and often involves  review and approval by the  Recombinant DNA Advisory
Committee (RAC) of the NIH.

We  understand  that  both  the  FDA  and the  NIH  are  considering  rules  and
regulations that would require public disclosure of commercial  development data
that  are  presently  confidential.  This  potential  disclosure  of  commercial
confidential  information,  if  implemented,  may result in loss of  competitive
secrets, which could be commercially detrimental.

The Company is developing  therapeutic  products  against:  infectious  diseases
(CY301,  Simplivir(TM)  for herpes  infections,  CY401 for multi-drug  resistant
bacterial infections); inflammatory disorders (CY303 for psoriasis); and cancer.
The Company is also engaged in the development of technology designed to deliver
nucleic acids safely to targeted cells.  One of the Company's core  technologies
involves the harnessing of genetic  mechanisms to instruct  target cells to make
multiple copies of single strand DNA or  oligodeoxynucleotides  (ODN's) in their
cytoplasm.  These small pieces of DNA can act in several ways to prevent  errant
genes  from  producing  proteins.  Individual  ODN  sequences  can be  coded  to
interrupt  pre-  and  post-transcription  or pre- and  post-translation  events.
Depending  on the  gene  target,  ODN's  can be coded  to form  anti-sense,  DNA
enzymes,  triplex-forming  molecules  (protein-binding pieces). Several of these
techniques will be employed in the Company's products.

Recently,  scientists  at  CytoGenix  discovered  a  unique  process  that  will
ultimately result in a commercial-scale capability to produce cGMP grade DNA for
human testing. This process involves chemo-enzymatic synthesis of DNA as opposed
to the  current  industry  standard  method of  fermentation  using  bacteria in
culture.  The  advantages of this process are  many-fold and may include  higher
purity DNA with significant reduction in process contaminants such as endotoxin.
In  addition,  this  process may reduce the burden on  regulatory  reviewers  by
eliminating  the  requirement  for data  associated  with cell  banks  which are
currently a necessity to assure biologic  product  safety.  We intend to utilize
this  process  to create  cGMP-quality  plasmid  DNA at a  fraction  of the cost
compared to traditional  fermentation methods for use in clinical development of
the Company's ethical (by prescription)  drug products.  Excess capacity will be
used to produce DNA on a fee for service basis.




                                       13
<PAGE>



ITEM 2: DESCRIPTION OF PROPERTY

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

ITEM 3: LEGAL PROCEEDINGS

Phanuel Pursuits, LLC v. CytoGenix, Inc.

Phanuel Pursuits,  LLC had entered into Option Agreements  pursuant to obtaining
licenses to commercialize the Company's  anti-herpes product in China and India.
Phanuel  withdrew from the China option.  Phanuel owes unpaid sums due under the
remaining  Option  Agreement,  including a specific  payment due to purchase the
Company's data they would need for submission to the Indian authorities. Phanuel
filed suit October 8, 2004 alleging the Company withheld that data and therefore
breached the  agreement.  The Company  believes the suit is  completely  without
merit.

William B. Waldroff and Applied Veterinary Genomics, Inc. v. CytoGenix, Inc.

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of nonliability with respect to two license agreements,  one for shrimp,
and one for horses,  originally issued in 1998 to William B. Waldroff.  Waldroff
and  Applied  Veterinary  Genomics,  Inc.  ("AVGI"),  a party in  interest  as a
sublicensee of Waldroff's, counterclaimed for damages, attorneys fees, unrelated
torts, and a permanent  injunction to honor the purported licenses. A jury trial
was held in February,  2005. Both Waldroff and AVGI also sued three directors of
CytoGenix for interfering with the licenses. The jury did not assess any damages
against any of the directors or against  CytoGenix.  The court has preliminarily
entered a judgment ordering CytoGenix to perform according to the licenses,  and
for  attorneys  fees in the amount of $110,000.  Post  judgment  motions will be
filed in the trial court.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On February 3, 2004,
the Company held the 2003 annual meeting of the shareholders for purposes of the
following:

(1)   RATIFICATION  OF  2001  AMENDMENT  TO  ARTICLES  OF   INCORPORATION.   The
ratification  of an amendment to the  Articles of  Incorporation  of the Company
filed on March 7, 2001 with the  Secretary  of State of the State of Nevada  for
the purpose of  increasing  the number of shares of common stock the Company has
the authority to issue by 100,000,000 shares, from 50,000,000 to 150,000,000;

(2)  ELECTION OF  DIRECTORS.  To elect seven  directors to hold office until the
future Annual Meeting of Shareholders at which their respective terms expire and
until their successors are elected and qualified;

(3) APPROVAL OF INCREASE IN AUTHORIZED  SHARES OF COMMON STOCK.  The approval of
an  amendment to the  Articles of  Incorporation  of the Company to increase the
number of shares of common  stock  the  Company  has the  authority  to issue by
150,000,000 shares, from 150,000,000 shares to 300,000,000 shares.

(4) APPROVAL OF PREFERRED STOCK. The approval of an amendment to the Articles of
Incorporation  of the  Company to create  and  authorize  a class of  50,000,000
shares  of  preferred  stock  available  for  future  issuances  with  terms and
preferences designated by the board of directors of the Company.

(5) APPROVAL OF STOCK OPTION PLAN.  The approval of the Stock Option Plan of the
Company.

(6)  RATIFICATION  AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  To
ratify and approve the appointment of Malone & Bailey,  PLLC. as the independent
auditors for the Company for the fiscal year ending December 31, 2003.

A majority of the shares  entitled to vote,  present in person or represented by
proxy,  constituted a quorum at the Annual Meeting. The ratification of the 2001
amendment to the Articles of Incorporation  required the affirmative vote of the
holders of  73,724,994  shares of Common  Stock,  which  equaled a  majority  of



                                       14
<PAGE>

50,000,000  shares (or 25,000,001  shares) plus all shares issued by the Company
in excess of  50,000,000  shares  prior to the date of the annual  meeting.  The
approval of the two  proposals to amend the Articles of  Incorporation  required
the affirmative  vote of the holders of a majority of the outstanding  shares of
Common Stock  entitled to vote.  For the approval of Proposal No.2 (the election
of directors), the seven candidates receiving the greatest number of affirmative
votes were elected.  The affirmative vote of a majority of the shares present in
person or  represented by proxy at the Annual Meeting was required to ratify and
approve  Proposal  No. 5 (approval  of Stock  Option  Plan) and  Proposal  No. 6
(appointment of independent auditors).

On December 12, 2003, the record date for the annual Shareholder meeting held on
February 3, 2004,  there were  98,724,993  shares of the Company's  common stock
issued and outstanding.  All outstanding shares were entitled to vote on the six
proposals.  On February 3, 2004, a quorum was reached totaling 80,134,480 shares
voted.

The results of the voting on the above  matters  presented  to the  Shareholders
were as follows:

(1)  RATIFICATION OF 2001 AMENDMENT TO ARTICLES OF  INCORPORATION.  The March 7,
2001   amendment  to  the  Articles  of   Incorporation   was  ratified  by  the
shareholders, with 78,908,045 shares voting for, 1,168,929 shares voting against
and with 57,506 shares abstaining.

(2) ELECTION OF DIRECTORS. The three directors submitted to the shareholders for
approval were elected as follows:

Malcolm H. Skolnick: 79,967,078 shares voting for, 167,402 shares withheld.

Frank Vazquez: 80,008,278 shares voting for, 126,202 shares withheld.

Scott E. Parazynski: 80,023,278 shares voting for, 111,202 shares withheld.

Lawrence Wunderlich: 79,896,522 shares voting for, 237,958 shares withheld.

Raymond L. Ocampo, Jr.: 80,041,503 shares voting for, 92,977 shares withheld.

John J. Rossi: 80,040,503 shares voting for, 93,977 shares withheld.

Cy A. Stein: 80,039,303 shares voting for, 95,177 shares withheld.

(3) APPROVAL OF INCREASE IN AUTHORIZED  SHARES OF COMMON STOCK. The amendment to
the Articles of  Incorporation  to increase the number of  authorized  shares of
Common stock from 150,000,000  shares to 300,000,000  shares was approved by the
shareholders,  with  68,104,810  shares  voting for,  11,969,014  shares  voting
against and with 60,656 shares abstaining.

(4) APPROVAL OF PREFERRED  STOCK. The amendment to the Articles of Incorporation
to create and  authorize a class of  50,000,000  shares of  preferred  stock was
approved by the  shareholders,  with  58,758,210  shares  voting for,  2,126,872
shares voting against and with 83,206 shares abstaining.

(5)  APPROVAL OF STOCK  OPTION  PLAN.  The Stock  Option Plan of the Company was
approved by the  shareholders,  with  58,438,179  shares  voting for,  1,682,109
shares voting against and with 848,000 shares abstaining.

(6)  RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  The
appointment of Malone & Bailey, PLLC as the independent auditors for the Company
for the fiscal year ending  December 31, 2003 was approved by the  shareholders,
with  79,602,394  shares  voting for,  119,147  shares  voting  against and with
412,939 shares abstaining.


On June 30, 2004, the Company held the 2004 annual  meeting of the  shareholders
for purposes of the following:




                                       15
<PAGE>


(1)  ELECTION OF  DIRECTORS.  To elect three  directors to hold office until the
2007 Annual Meeting of  Shareholders  or until their  successors are elected and
qualified;

(2)  RATIFICATION  AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  To
ratify and approve the appointment of Malone & Bailey,  PLLC. as the independent
auditors for the Company for the fiscal year ending December 31, 2004.

A majority of the shares  entitled to vote,  present in person or represented by
proxy,  constituted a quorum at the Annual Meeting. For the approval of Proposal
No.1 (the election of directors),  the three  candidates  receiving the greatest
number of affirmative votes were elected.  The affirmative vote of a majority of
the shares  present in person or  represented by proxy at the Annual Meeting was
required  to ratify and  approve  Proposal  No. 2  (appointment  of  independent
auditors).

On May 10, 2004, the record date for the annual Shareholder meeting held on June
30, 2004, there were 100,317,290 shares of the Company's common stock issued and
outstanding.  All outstanding shares were entitled to vote on the two proposals.
On June 30, 2004, a quorum was reached totaling 58,601,689 shares voted.

The results of the voting on the above  matters  presented  to the  Shareholders
were as follows:

(1) ELECTION OF DIRECTORS. The three directors submitted to the shareholders for
approval were elected as follows:

Lawrence Wunderlich: 58,478,177 shares voting for, 123,512 shares withheld.

Raymond L. Ocampo, Jr.: 58,562,189 shares voting for, 39,500 shares withheld.

John J. Rossi: 58,562,189 shares voting for, 39,500 shares withheld.

 (2) RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  The
appointment of Malone & Bailey, PLLC as the independent auditors for the Company
for the fiscal year ending  December 31, 2004 was approved by the  shareholders,
with 58,448,756  shares voting for, 6,000 shares voting against and with 146,933
shares abstaining.

                                     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 2004 for the  Company's  common
stock were:

ACAP FINANCIAL, INC.
BROKERAGEAMERICA, LLC
BEAR, STEARNS & CO., INC.
BILTMORE INTERNATIONAL CORPORATION
DOMESTIC SECURITIES, INC.
GVR COMPANY, LLC
FULCRUM GLOBAL PARTNERS, LLC
WM. V. FRANKEL & CO., INCORPORATED
ARCHIPELAGO TRADING SERVICES, INC.
HUDSON SECURITIES, INC.
HILL THOMPSON MAGID & CO., INC.
INT'L TRADING, INC.




                                       16
<PAGE>

JEFFERIES & COMPANY, INC.
MAXIM GROUP, LLC
KNIGHT EQUITY MARKETS, L.P.
PERSHING TRADING COMPANY, L.P.
PUGLISI & CO.
STERNE AGEE CAPITAL MARKETS, INC.
CITIGROUP GLOBAL MARKETS, INC.
UBS CAPITAL MARKETS, L.P.
TRADITION ASIEL SECURITIES, INC. (TASL)
TD WATERHOUSE CAPITAL MARKETS, INC.
TRACK ECN
THE VERTICAL GROUP, INC.
VFINANCE INVESTMENTS, INC.
VIEWTRADE SECURITIES, INC.
VANDHAM 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, 2004
Fourth Quarter Ended 12/31/04                   .81     .75
Third Quarter Ended 09/30/04                    .33     .24
Second Quarter Ended 06/30/04                   .43     .42
First Quarter Ended 03/31/04                    .66     .64
Fiscal Year Ending December 31, 2003
        Fourth Quarter Ended 12/31/03           .88     .75
        Third Quarter Ended 09/30/03            .84     .70
        Second Quarter Ended 06/30/03           .21     .18
        First Quarter Ended 03/31/03            .06     .05


STOCKHOLDERS

As of December 31, 2004 there were  approximately  620 shareholders of record of
our Common  Stock,  one of which is Cede & Co., a nominee for  Depository  Trust
Company (or DTC).  All of the shares of Common  Stock held by  brokerage  firms,
banks,  and other financial  institutions as nominees for beneficial  owners are
deposited  into  participant  accounts at DTC, and are  considered to be held of
record by Cede & Co. as one shareholder.  The Company has not paid any dividends
on its Common  Stock and the Board does not intend to declare any  dividends  in
the foreseeable future.

CHANGES IN SECURITIES

         On February 18, 2004 the Company  issued  49,079 shares of common stock
to executive  officers  (Malcolm  Skolnick-12,695  shares,  Frank Vazquez- 7,934
shares,  Yin  Chen-7,111  shares  and  Lawrence   Wunderlich-8,463  shares)  and
employees  (Xin-Xing  Tan-5,554  shares,  Jennifer  Valentine-Budet-2,472,   and
Harilyn  McMicken-4,850  shares)  for  compensation  for an  aggregate  price of
$34,951 or an average of $0.71 per share  (based on 25% of annual  gross  salary
period) in reliance on the exemption from registration  provided by Section 4(2)
of the Securities Act of 1933 for transactions not involving a public offering.

         On March 10, 2004, the Company issued 100,025 shares of common stock to
Douglas Nelkin (16,150 shares),  Robert Houston- (75,000 shares),  James Ernest-
(2,500 shares), Ralph Lloyd- (625 shares), Joe Denson- (750 shares), and Hydeman
Family Partners- (5,000 shares) for advisory  services rendered for an aggregate



                                       17
<PAGE>

price of $.40 per share pursuant to the exemption from registration  provided by
Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

         On March 10, 2004 the Company reacquired 41,667 shares of common stock,
all of which were issued  incorrectly to Frederick Decker in a private placement
to accredited investors pursuant to the exemption from registration  provided by
Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

         On April 22, 2004 the Company issued 999,999 shares of common stock for
an aggregate cash price of $280,000 (or $0.28 per share) in a private  placement
to accredited  investors  (Kenneth  Howard-50,000  shares, A&E Kim Ltd.- 142,856
shares,  Robert Maddox - 50,000 shares,  Paul Goldman - 100,000 shares,  Bradley
Houston-  214,286  shares,  G. Don Edwards - 150,000  shares,  and Marc Nelkin -
28,571 shares,  Bradley  Houston - 214,286  shares,  and John Skubinski - 50,000
shares) pursuant to the exemption from registration  provided by Section 3(b) of
the Securities Act of 1933 and Rule 504 thereunder.

         On May 11, 2004 the Company  issued  434,422 shares of common stock for
an  aggregate  cash price of $195,490  (or $0.45 per share) of common stock in a
private placement to accredited investors (Sandra Jedziniak-48,889 shares, Scott
& Sylvia McDonald- 66,667 shares,  Marcus Kuypers - 44,444 shares, David & Susan
Nicolau - 50,000  shares,  Robert & Jane  Pietrantonio-  50,000  shares,  John &
Connie Repucci - 30,000 shares,  Ed Tucker-22,200  shares,  and Yvonne Gattinere
-50,000  shares,  Janet  Canfield - 50,000  shares and Richard  Nilsson - 22,222
shares) pursuant to the exemption from registration  provided by Section 3(b) of
the Securities Act of 1933 and Rule 504 thereunder.

         On May 11, 2004 the Company  issued  50,439  shares of common  stock to
executive officers (Malcolm Skolnick-12,870 shares, Frank Vazquez- 8,044 shares,
Yin  Chen-7,180  shares and  Lawrence  Wunderlich-8,580  shares)  and  employees
(Xin-Xing  Tan-5,631  shares,   Jennifer   Valentine-Budet-3,218,   and  Harilyn
McMicken-4,916 shares) of the Company for compensation for an aggregate price of
$35,251 or an average of $0.70 per share  (based on 25% of annual  gross  salary
period) in reliance on the exemption from registration  provided by Section 4(2)
of the Securities Act of 1933 for transactions not involving a public offering.

         On June 3, 2004, the Company  issued 20,011 shares of common stock.  Of
these  shares,  8,000  were  issued  to  Mark  McKain-  (7,500  shares)  and Joe
Denson-(500  shares) for advisory  services  rendered for an aggregate  price of
$.40 per share pursuant to the exemption from  registration  provided by Section
3(b) of the Securities Act of 1933 and Rule 504 thereunder. The remaining 12,011
shares of common stock were issued to Mark Wisner for  services  rendered for an
aggregated  price of $.61 per share pursuant to the exemption from  registration
provided by Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

         On July 21, 2004 the Company  issued 760,333 shares of common stock for
an aggregate cash price of $342,150 (or $0.45 per share) in a private  placement
to  accredited  investors  (Gary  Sanford-200,000  shares,  Frank Evans-  11,111
shares, Peter Ralston-40,000 shares, Empower  Enterprises-200,000  shares, Scott
Sanford- 22,222 shares, Keith  Greenbaum-175,000  shares, Roger Sanford- 100,000
shares  and  Michael   Kelly-12,000  shares)  pursuant  to  the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder.

         On July 27, 2004 the Company  issued  35,524 shares of common stock the
board of directors  (Scott  Parazynski-4,758  shares,  Cy Stein- 24,758  shares,
Raymond  Ocampo-3,004  shares and John Rossi-3,004  shares) as Board of Director
compensation  for an aggregate price of $11,000 or an average of $0.31 per share
(based on meeting attendance of $1,000 per meeting) in reliance on the exemption
from  registration  provided by Section 4(2) of the  Securities  Act of 1933 for
transactions not involving a public offering.

         On August 17, 2004 the Company issued 224,116 shares of common stock to
executive officers (Malcolm Skolnick-15,798 shares, Frank Vazquez- 9,874 shares,
Yin  Chen-8,835  shares and Lawrence  Wunderlich-172,714  shares) and  employees
(Xin-Xing  Tan-6,911  shares,   Jennifer   Valentine-Budet-3,949,   and  Harilyn
McMicken-6,035  shares) for compensation for an aggregate price of $46,603 or an
average  of $0.21 per share  (based on 25% of annual  gross  salary  period)  in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933 for transactions not involving a public offering.




                                       18
<PAGE>


         On August 17, 2004 the Company issued 100,740 shares of common stock to
Hydeman Family Partners- (31,311 shares),  Series Unltd,  Inc.- (26,111 shares),
John Gattineri- (13,000 shares),  Douglas Nelkin- (16,556 shares),  Marc Nelkin-
(11,667 shares), and Brad Houston- (2,095 shares) for advisory services rendered
for an  aggregated  price of $.45  per  share  pursuant  to the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder.

         On August 17, 2004 the Company  issued  242,857  shares of common stock
for an  aggregate  cash  price of  $68,000  (or  $0.28  per  share) in a private
placement to an accredited  investor (Roland Violette) pursuant to the exemption
from  registration  provided by Section 3(b) of the  Securities  Act of 1933 and
Rule 504 thereunder.

         On September 22, 2004 the Company issued 27,256 shares of  common stock
to Mark Wisner for services  rendered for an aggregated  price of $.88 per share
pursuant to the  exemption  from  registration  provided by Section  3(b) of the
Securities Act of 1933 and Rule 504 thereunder.

         On October 28, 2004 the Company  issued  122,874 shares of common stock
to executive  officers (Malcolm  Skolnick-31,343  shares,  Frank Vazquez- 19,589
shares,  Yin  Chen-17,525  shares and  Lawrence  Wunderlich-20,895  shares)  and
employees  (Xin-Xing  Tan-13,713  shares,  Jennifer  Valentine-Budet-7,836,  and
Harilyn   McMicken-11,973   shares)  of  the  Company  for  the  third   quarter
compensation  for an aggregate price of $35,251 or an average of $0.29 per share
(based on 25% of annual gross salary  period) in reliance on the exemption  from
registration  provided  by  Section  4(2)  of the  Securities  Act of  1933  for
transactions not involving a public offer.

         On  November  15, 2004 the Company  issued  6,755,396  shares of common
stock for an  aggregate  cash  price of  $1,013,310  (or  $0.15 per  share) in a
private placement to accredited investors (Linda K. Oshman-33,333 shares, Roland
& Donna Kozak-  40,000  shares,  William S.  Nichols  III-50,000  shares,  W. L.
Thompson  Jr.-40,000  shares,  Romero & Ira Jane  Huber-Romero  - 33,400 shares,
William   Kennedy-33,333   shares,  John  Sullivan  -  300,000  shares,  William
Livingston  - 200,000  shares,  John J. & Gina  Mazzola - 35,000  shares,  Peter
Imbert - 50,000 shares,  William & Carol Merlo - 40,000 shares, Kenneth A. Harms
- 100,000 shares, L.D. Net, Inc. - 33,333 shares,  Charles Mohr - 50,000 shares,
Richard Cecil - 233,333 shares, Richard F. Barry III - 66,667 shares, Richard F.
Barry IV 33,333  shares,  Laurence  Ancker - 100,000  shares,  NFS  LLC/FMTC FBO
Howard S. Cohen - 33,333 shares,  Robert L. Lilly - 40,000 shares, Carey D. Gray
- 40,000  shares,  Ronald G. &  Paulette  M. Roy - 40,000  shares,  Chris Jent -
33,333  shares,  G. Don Edwards - 200,000  shares,  Douglas & molly  Lottridge -
100,000  shares,  Russell & Cindy  Boyd - 33,333  shares,  Cliff  Stahl - 33,333
shares,  Andrew &  Anastasia  Martinez - 100,000  shares,  Gwen  McCall - 20,000
shares, Chasseur Corporation - 20,000 shares, Ian Chicklis - 65,000 shares, Jett
- 1,000,000  shares,  Mark & Nikki  Blahitka - 50,000  shares,  Warren  Hammer &
Martha Cook - 80,000 shares,  William Hammond - 100,000 shares, Brian Ducharme -
33,333 shares,  Carberry Group,  Inc. - 20,000 shares,  Stuart S. Deane - 20,000
shares, Richard Alan Jacobs - 33,333 shares, Patricia B. Jacobs - 33,333 shares,
Empower  Enterprises - 200,000  shares,  Jay P. Miller - 42,000  shares,  Mary &
Walker Johnson - 10,000 shares,  Thelma & Wilbur Thompson - 10,000 shares,  Jody
Holm - 66,667 shares,  Barbara & Steven Hunt - 100,000 shares,  R. Edwin Pitts -
40,000  shares,  Jeffrey F.  Campbell - 100,000  shares,  Peter Imbert - 350,000
shares,  Alex Segall  Family Trust - 20,000  shares,  W. M. Scott  Thompson 1983
Family Trust - 20,000  shares,  Donald A. Mote - 66,667  shares,  George Sutor -
40,000  shares,  Kenneth I. Deane - 40,000  shares,  Todd Kelly - 33,333 shares,
Lynn D. & Douglas T. Hartwig - 66,667 shares,  Danny R & Julie G. Kelly - 33,333
shares,  Ty & Shelly  Hartwig -  1,000,000  shares,  Gus & Sam  Hartwig - 40,000
shares,  Laura S. & Marty G. Grooms - 66,667  shares,  Stanley C. Jones - 50,000
shares,  David L. Yates - 3,333  shares,  Diane Kuypers - 33,333  shares,  W. A.
Silvey  Jr. - 50,000  shares,  Neukomm  Children's  Trust  A/U - 10,000  shares,
Kenneth Rousseau - 40,000 shares,  Richard Imbert - 533,333 shares, Henry Holman
- 40,000  shares and Don Dow - 50,000  shares)  pursuant to the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder.

         On January 18, 2005 the Company  issued  592,506 shares of common stock
to Hydeman Family Partners-  (432,339 shares),  John Sullivan.- (20,000 shares),
Rick Barry- (1,667  shares),  Douglas  Nelkin-  (10,000  shares),  Ronald Kozak-
(63,667 shares), Donald Lawlor - (9,000 shares), Dick Cecil - (2,500 shares) and
Peter  Imbert-  (53,333  shares) for advisory  services  rendered in 2004 for an
aggregated  price of $.15 per share 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



                                       19
<PAGE>


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  $4,100,000  for  operations and capital
expenditures in 2005, of which  approximately  $1,300,000 has been allocated for
general and  administrative  costs,  $1,800,000 for research and development and
$1,000,000  for plant  facilities.  We will rely on equity  financing to satisfy
working capital requirements,  and has as of December 31, 2004, $453,235 of cash
on hand for 2005.  Of the  $1,800,000  budgeted  for  research  and  development
expenses,  the Company  anticipate  $1,600,000 will be utilized for pre-clinical
development.

The Company  anticipates  entering into  licenses for revenues  upon  successful
completion  of phase  I/II FDA  clinical  studies  of its  pre-clinical  product
candidates.

The Company's ability to continue  operations  through December 31, 2005 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, 2005. Based on historical
yearly financial  requirements,  operating  capital of approximately  $4,100,000
will be needed for 2005 and $4,700,000 for 2006.

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  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.   In  May,  2004  the  Company  negotiated  the
reacquisition of this interest by paying $25,000 of interest.

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.










                                       20
<PAGE>






ITEM 7: FINANCIAL STATEMENTS

                                TABLE OF CONTENTS


Independent Auditor's Report                                               F-2

Balance Sheet                                                              F-3

Statement of Operations                                                    F-4

Statement of Changes in Stockholders' Deficit                              F-5

Statement of Cash Flows                                                    F-6

Notes To The Financial Statements                                          F-7








                                      F-1
<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 Cyt December 31, 2004, and the
related statements stockholders' deficit, and cash flows for each of t ended and
the  period  from  February  10,  1995  (Inception  31,  2004.  These  financial
statements are the res Company's  management.  Our responsibility is to ex these
financial  statements  based on our audit statements for the period February 10,
1995 (inception 31, 2002, were audited by other auditors whose otes to financial
unqualified  opinions on those  statements.  The financ the period  February 10,
1995  (inception)  through  include  total  revenues  and  net  loss  of  $2,575
respectively.  Our opinion on the statements stockholders' equity (deficit), and
cash flows for 10, 1995 (inception) through December 31, 2004, insof amounts for
prior periods through December 31, 2002, the report of other auditors.

We conducted our audits in accordance with the stan Company Accounting Oversight
Board  (United  States)oGenix,  Inc. as of require  that we plan and perform the
audit to of operations, assurance about whether the financial statements ahe two
years then misstatement.  An audit includes examining, on a te) through December
supporting the amounts and  disclosures in the  financiponsibility  of the audit
also  includes  assessing  the  accounting  prpress an  opinion  on  significant
estimates  made by  management,  as  well s.  The  financial  overall  financial
statement  presentation.  We belie) through  December provide a reasonable basis
for our opinion. reports expressed
                                                      ial  statements for
In our opinion, the financial  statements  referredDecember 31, 2002, fairly, in
all material  respects,  the financial pos and $14,842,328,  Inc. as of December
31, 2004, and the results of its of  operations,  cash flows for each of the two
years then ended anthe period  February  February 10, 1995  (Inception)  through
December 31, ar as it relates to with accounting  principles  generally accepted
in t is based solely on America.

As discussed in Note 2 to the financial  statemendards  of the Public  recurring
losses from  operations and the need to. Those  standards  financing in order to
satisfy its vendors and ot obtain  reasonable  execute its  Business  Plan raise
substantial doubt are free of material continue as a going concern. Management's
plans as tst  basis,  evidence  also  described  in Note 2.  The 2004  financial
statemal  statements.  An any adjustments  that might result from the outcome of
inciples used and

/s/ Lopez, Blevins, Bork & Associates, LLP
------------------------------------------
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
February 18, 2005




                                       F-2
<PAGE>

<TABLE>

<CAPTION>



                                 CYTOGENIX, INC.
                           A DEVELOPENT STAGE COMPANY
                                  Balance Sheet
                                December 31, 2004


                                     ASSETS
                                     ------

<S>                                                                          <C>

CURRENT ASSETS:
     Cash                                                                    $          453,235
                                                                             ------------------
           Total current assets                                                         453,235

Property and equipment, net of $151,649 accumulated depreciation                         65,059
Deposits                                                                                  6,399
                                                                             ------------------
           Total assets                                                      $          524,693
                                                                             ==================

                  LIABILITIES AND STOCKHOLDERS' DEFICIT
                  -------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                                         $          237,833
     Accrued expenses                                                                   801,920
                                                                             ------------------
           Total current liabilities                                                  1,039,753
                                                                             ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 300,000,000 shares
      authorized, 109,204,339 shares issued and outstanding                             109,204
    Additional paid-in capital                                                       19,530,637
    Treasury stock                                                                     (629,972)
    Deficit accumulated during the development stage                                (19,524,929)
                                                                             ------------------
           Total stockholders' deficit                                                 (515,060)
                                                                             ------------------

           Total liabilities and stockholders' deficit                       $          524,693
                                                                             ==================
</TABLE>





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

                                      F-3
<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                           A DEVELOPENT STAGE COMPANY
                            Statements of Operations
                Years Ended December 31, 2004 and 2003 and Period
          From February 10, 1995 (Inception) Through December 31, 2004


                                                                                                    Inception
                                                                                                     Through
                                                                2004                 2003             2004
                                                         ------------------   -----------------   ---------------
<S>                                                      <C>                  <C>                 <C>

 REVENUES                                                $             -      $        80,000     $        82,575

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

 GROSS MARGIN                                                          -             (184,893)           (182,318)

 COSTS AND EXPENSES:
     Research and development                                   (831,472)            (454,433)         (6,081,873)
     General and administrative                               (1,495,776)          (1,629,649)        (12,653,656)
     Depreciation and amortization                               (38,128)             (38,445)           (244,203)
     Impairment expense                                                -                    -            (345,588)
     Equity in losses of joint venture                                 -                    -             (10,000)
                                                         ---------------      ---------------     ---------------
 LOSS FROM OPERATIONS                                         (2,365,376)          (2,307,420)        (19,517,638)

 OTHER INCOME:
     Gain on sale of security                                          -                    -                 881
       Loss on disposal of property of equipment                       -               (9,805)             (9,805)
     Dividend income                                                   -                    -               1,633
                                                         ---------------      ---------------     ---------------
 NET LOSS                                                $    (2,365,376)     $    (2,317,225)    $   (19,524,929)
                                                         ===============      ===============     ===============

 Net loss per share:
     Basic and diluted net loss per share                $          (.02)     $          (.03)
                                                         ===============      ===============

 Weighed average shares outstanding:
     Basic and diluted                                       101,817,083           81,413,585
                                                         ===============      ===============
</TABLE>




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

                                      F-4
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPENT STAGE COMPANY

                       Statement of Stockholders' deficit
       Period From February 10, 1995 (Inception) Through December 31, 2004


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

Shares issued for cash - Note 5         32,975,447  $       32,975  $    4,331,784  $             -  $            -  $   4,364,759

Shares issued for services - Note 5     18,406,009          18,406       6,227,479                -               -      6,245,885

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

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

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

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

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

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

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

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

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

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

Reclassify prior year treasury sales
  to additional paid in capital in
  2000                                           -               -               -          750,000               -        750,000

Deficit accumulated in development               -               -               -                -     (14,842,328)   (14,842,328)
  stage
                                     -------------  --------------  --------------  ---------------  --------------  -------------


BALANCE, December 31, 2002              61,045,611          61,046      14,845,828         (629,972)    (14,842,328)      (565,426)

Shares issued for cash, net
  fundraising                           31,662,784          31,663       1,289,686                -               -      1,321,349

Shares issued for services               4,295,315           4,295         729,056                -               -        733,351

Shares issued for debt                     121,284             121          95,693                -               -         95,814

Shares issued for exercised warrants     1,599,999           1,600         222,400                -               -        224,000

Share rights issued as revenue
  incentive                                      -               -         264,893                -               -        264,893

Net loss                                         -               -               -                -      (2,317,225)    (2,317,225)
                                     -------------  --------------  --------------  ---------------  --------------  -------------

BALANCE, December 31, 2003              98,724,993          98,725      17,447,556         (629,972)    (17,159,553)      (243,244)

Shares issued for cash, net
  fundraising                            8,715,191           8,715       1,542,886                -               -      1,551,601

Shares issued for services                 482,032             482         162,760                -               -        163,242

Shares issued for debt                      39,267              39          31,250                -               -         31,289

Shares issued for exercised
  warrants                               1,242,856           1,243         346,185                -               -        347,428

Net loss                                         -               -               -                -      (2,365,376)    (2,365,376)
                                     -------------  --------------  --------------  ---------------  --------------  -------------

BALANCE, December 31, 2004             109,204,339  $      109,204  $   19,530,637  $      (629,972) $  (19,524,929) $    (515,060)
                                     =============  ==============  ==============  ===============  =============== ==============
</TABLE>



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

                                      F-5
<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                           A DEVELOPENT STAGE COMPANY

                      Consolidated Statements of Cash Flows
         Years Ended December 31, 2004 and 2003 and Period From February
                 10, 1995 (Inception) Through December 31, 2004

                                                                                                      Inception
                                                                                                       Through
                                                                2004                2003                 2004
                                                         ------------------  ------------------   ------------------
<S>                                                                          <C>                  <C>

OPERATING ACTIVITIES:
   Net loss                                              $    (2,365,376)    $    (2,317,225)        $(19,524,929)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                               38,128              38,445              240,827
      Impairment expense                                               -                   -              345,588
      Stock issued for services                                  163,242             733,351            7,142,478
      Stock option expense                                             -             264,891            2,062,191
      Loss on disposal of property & equipment                         -               9,805                9,805
      Equity in losses of joint venture                                -                   -               10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                         20,374             (12,160)                   -
         Deposits                                                      -              (6,399)              (6,399)
         Accounts payable & accrued expenses                     473,839              31,263            1,302,846
                                                         ---------------     ---------------      ---------------
Net cash used in operating activities                         (1,669,793)         (1,258,029)          (8,417,593)
                                                         ---------------     ---------------      ---------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                            (12,964)            (45,358)            (286,279)
   Issue note receivable                                               -                   -              (25,100)
   Investment in joint venture                                         -                   -              (10,000)
                                                         ---------------     ---------------      ---------------
Net cash provided by used in investing activities                (12,964)            (45,358)            (321,379)
                                                         ----------------    ---------------      ---------------

FINANCING ACTIVITIES PROVIDED BY:
   Proceeds from notes payable                                         -                   -              250,000
   Payments on notes payable                                           -                   -             (250,000)
   Treasury shares sold                                                -                   -            1,290,568
   Purchase of treasury shares                                         -                   -              (60,000)
   Buyback of stock warrants                                        (571)                  -                 (571)
   Sale of common stock, net fundraising                       1,551,601           1,321,349            7,012,710
   Sale of common stock for exercised warrants                   348,000             224,000              797,000
   Loans from related parties, net                                     -              (5,000)                   -
   Contributions to capital                                            -                   -              152,500
                                                         ---------------     ---------------      ---------------
Net cash provided by financing activities                      1,899,030           1,540,349            9,192,207
                                                         ---------------     ---------------      ---------------
NET CHANGE IN CASH                                               216,273             236,962              453,235
CASH, beginning of period                                        236,962                   -                    -
                                                         ---------------     ---------------      ---------------
CASH, end of period                                      $       453,235     $       236,962      $       453,235
                                                         ===============     ===============      ===============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                         $            -      $             -      $             -
                                                         ==============      ===============      ===============
   Income taxes paid                                     $            -      $             -      $             -
                                                         ==============      ===============      ===============
NONCASH TRANSACTIONS:
   Common stock issued for debt                          $       31,289      $        95,814      $       263,093
   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-6
<PAGE>


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

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

Use of Estimates

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

Cash Equivalents

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

Revenue Recognition

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

Long-lived Assets

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

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

Income Taxes

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



                                      F-7
<PAGE>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY


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.

Research and Development

Internal research and development costs are expensed as incurred.

Recent Accounting Pronouncements

In December  2004,  the FASB,  issued a revision to SFAS 123, also known as SFAS
123R, that amends existing  accounting  pronouncements  for share-based  payment
transactions in which an enterprise  receives employee and certain  non-employee
services  in  exchange  for (a)  equity  instruments  of the  enterprise  or (b)
liabilities  that  are  based  on the  fair  value  of the  enterprise's  equity
instruments  or that may be settled by the issuance of such equity  instruments.
SFAS 123R  eliminates  the  ability  to  account  for  share-based  compensation
transactions  using APB 25 and generally requires such transactions be accounted
for  using a  fair-value-based  method.  SFAS  123R's  effective  date  would be
applicable for awards that are granted,  modified,  become vested, or settled in
cash in interim or annual  periods  beginning  after  June 15,  2005.  SFAS 123R
includes three transition methods: one that provides for prospective application
and two that provide for retrospective application. The Company intends to adopt
SFAS 123R  prospectively  commencing  in the third  quarter of the  fiscal  year
ending  December  31, 2005.  It is expected  that the adoption of SFAS 123R will
cause the Company to record,  as expense  each  quarter,  a non-cash  accounting
charge approximating the fair value of such share based compensation meeting the
criteria outlined in the provisions of SFAS 123R.


NOTE 2 - GOING CONCERN

CytoGenix has incurred losses totaling $19,524,929 through December 31, 2004 has
a working  capital  deficit of $586,518 at December 31,  2004.  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.




                                      F-8
<PAGE>


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY

NOTE 3 - PROPERTY

Property consisted of the following as of December 31, 2004:

               Lab equipment                         5 years        $  114,514
               Furniture and office equipment        3-7 years         102,194
               Less: accumulated depreciation                         (151,649)
                                                                    ----------
               Net book value                                       $   65,059
                                                                    ==========

Depreciation   expense   totaled   $38,128   and  $38,445  for  2004  and  2003,
respectively.


NOTE 4 - ACCRUED EXPENSES

Accrued  expenses mainly consists of unpaid salaries and unpaid payroll taxes on
cash  compensation  and stock  based  compensation.  Total  accrued  payroll and
accrued  payroll  taxes as of  December  31,  2004 and  2003  was  $251,737  and
$269,458, respectively. Accrued compensation for services to be paid in stock as
of December 31, 2004 was $542,168.


NOTE 5 - COMMON STOCK ISSUANCES

CytoGenix common stock issuances since inception have been as follows:

Stock issued for services:
                         Year                  Shares                 Amount
                         ----              ------------            -------------
                         1995                 4,584,500             $     47,383
                         1996                   500,000                  375,000
                         1997                 3,687,425                  691,392
                         1998                 3,601,021                2,820,826
                         1999                   544,348                  468,322
                         2000                   546,171                  491,473
                         2001                 1,780,009                  334,742
                         2002                 3,162,535                1,016,747
                                           ------------             ------------
                    Sub-total                18,406,009                6,245,885
                         2003                 4,295,315                  733,351
                         2004                   482,032                  163,242

Stock issued for cash:
                         Year                  Shares                 Amount
                         ----              ------------            -------------
                         1995                   110,000             $     21,000
                         1997                   825,974                  129,132
                         1998                 2,964,000                  593,800
                         1999                   317,220                  130,026
                         2000                 1,268,989                  610,800
                         2001                14,496,853                1,283,958
                         2002                12,992,411                1,596,043
                                             ----------             ------------
                         Sub-total           32,975,447                4,364,759
                         2003                31,662,784                1,321,349
                         2004                 8,715,191                1,551,601




                                      F-9
<PAGE>


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY

In 2004,  restricted  common stock sold for cash was  consistently  sold through
private placement memorandums at a discount.  The difference between the selling
price and the fair market value on the date sold was approximately  $756,000 for
the year.

Stock issued for debt:

In 2004, 39,267 shares were issued for debt totaling $31,289.  In 2003,  121,284
shares were issued for debt totaling $95,814.

In 1998,  212,780  shares were issued for debt  totaling  $135,990  and in 2000,
500,000 shares were issued for a patent, recorded at the fair value of the stock
issued totaling $375,000.  In 1999, 20,000,000 shares were put into treasury and
8,229,288 were retired from treasury. In 2001, 2,819,337 shares were retired. In
2003, 121,284 shares were issued for debt totaling $95,814.


NOTE 6 - STOCK OPTIONS AND WARRANTS

In 2004  CytoGenix  issued  1,242,856  warrants  as part of a private  placement
memorandum.  The warrants  vest  immediately  and expire one year from the grant
date.  The exercise  price on  1,242,856 is $0.28 per share.  As of December 31,
2004 all but  285,714 of the $0.14  warrants  have been  exercised,  and all but
642,857 of the $0.28 warrants have been exercised.




NOTE 7 - INCOME TAXES

For the period from inception through December 31, 2004,  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  $800,000.  The cumulative net operating loss
carry-forward is approximately $10,500,000 at December 31, 2004, and will expire
in the years 2010 through 2025.

Deferred income taxes consist of the following at December 31, 2004:

            Long-term:
            Deferred tax assets                 $   3,550,000
            Valuation allowance                    (3,550,000)
                                                -------------
                                                $           -
                                                =============


NOTE 8 - COMMITMENTS AND CONTINGENCIES

CytoGenix  leases  office  facilities  under an operating  lease that expires on
December  31,  2009.  Rent  expense  was  $68,407 and $35,653 for 2004 and 2003,
respectively. Monthly rent payments are as follows:

                                     Period                 Rent per Month
             ---------------------------------------      -----------------

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




                                      F-10
<PAGE>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY


Over the term of the lease the rent  works out to an average of $5,701 per month
starting  December  2003 and ending  September  2009.  As of  December  31, 2004
$38,360 of deferred rent has been recorded.

CytoGenix  has entered into  Sponsored  Research  Agreements  (SRA) with several
Universities.  The Universities do research for CytoGenix related to CytoGenix's
proprietary technology.  As work progresses,  the Universities invoice CytoGenix
for  reimbursement  of  expenses  related  to  the  research.   The  SRA's  have
established  budgets.  As of December 31, 2004, unbilled amounts under the SRA's
totaled approximately $6,117.

Litigation

Phanuel Pursuits, LLC v. CytoGenix, Inc.

Phanuel Pursuits,  LLC had entered into Option Agreements  pursuant to obtaining
Licenses to commercialize the Company's  anti-herpes product in China and India.
Phanuel  withdrew from the China Option.  Phanuel owes unpaid sums due under the
remaining  Option  Agreement,  including a specific  payment due to purchase the
Company's data they would need for submission to the Indian authorities. Phanuel
filed suit October 8, 2004 alleging the Company withheld that data and therefore
breached the  agreement.  The Company  believes the suit is  completely  without
merit.

William B. Waldroff and Applied Veterinary Genomics, Inc. v. CytoGenix, Inc.

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of nonliability with respect to two license agreements,  one for shrimp,
and one for horses,  originally issued in 1998 to William B. Waldroff.  Waldroff
and  Applied  Veterinary  Genomics,  Inc.  ("AVGI"),  a party in  interest  as a
sublicensee of Waldroff's, counterclaimed for damages, attorneys fees, unrelated
torts, and a permanent  injunction to honor the purported licenses. A jury trial
was held in February,  2005. Both Waldroff and AVGI also sued three directors of
CytoGenix for interfering with the licenses. The jury did not assess any damages
against any of the directors or against  CytoGenix.  The court has preliminarily
entered a judgment ordering CytoGenix to perform according to the licenses,  and
for  attorneys  fees in the amount of $110,000.  Post  judgment  motions will be
filed in the trial court.













                                      F-11
<PAGE>


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

Not Applicable
                                    PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS

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




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


 Malcolm H. Skolnick             69        Chief Executive Officer, President,
                                           Director
                                           Term of Office:  2003 to 2006

 Lawrence Wunderlich             46        Chief Financial Officer, Director
                                           Term of Office:  2004 to 2007

 Frank Vazquez                   64        Director
                                           Term of Office:  2003 to 2005

 Yin Chen                        42        VP of Research & Development

 Scott E. Parazynski, M.D.       45        Director
                                           Term of Office: 2003-2006

 Cy A. Stein, M.D., Ph.D.        51        Director
                                           Term of Office: 2003-2005

 John J. Rossi, Ph.D.            58        Director
                                           Term of Office: 2004-2007

 Raymond L. Ocampo, Jr.          51        Director
                                           Term of Office: 2004-2007


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

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

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




                                      F-12
<PAGE>



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

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

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

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

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

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

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



                                      F-13
<PAGE>


<TABLE>


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

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


ITEM 10: EXECUTIVE COMPENSATION

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

The following table sets forth certain  information  concerning  compensation of
the  person  who  served as the  Company's  Chief  Executive  Officer  and Chief
Financial Officer during the last fiscal year of the Company.

                           SUMMARY COMPENSATION TABLE


                                                                             LONG-TERM
                                                                             COMPENSATION
                                                                             AWARD(S)
                                                                             RESTRICTED
NAME AND PRINCIPAL                                                           STOCK AWARD(S)
POSITION                     YEAR           SALARY($)        BONUS($)        ($)
<S>                                                                          <C>   <C>

Malcolm Skolnick
(CEO) (1)                    2004            161,500              --         $      36,000

                             2003            132,703              --         $      54.969
                             2002            117,500              --         $      30,000

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

     DATE               $VALUE                   CLOSE               NUMBER OF SHARES
    12/31/04    $                1,500   $                 0.80                    1,250
    12/15/04    $                1,500   $                 0.57                    1,754
    11/30/04    $                1,500   $                 0.28                    3,571
    11/15/04    $                1,500   $                 0.27                    3,704
    10/31/04    $                1,500   $                 0.31                    3,226
    10/15/04    $                1,500   $                 0.24                    4,167
     9/30/04    $                1,500   $                 0.27                    3,704
     9/15/04    $                1,500   $                 0.27                    3,704
     8/31/04    $                1,500   $                 0.25                    3,968
     8/15/04    $                1,500   $                 0.29                    3,448
     7/31/04    $                1,500   $                 0.25                    3,571
     7/15/04    $                1,500   $                 0.40                    2,500
     6/30/04    $                1,500   $                 0.44                    2,273
     6/15/04    $                1,500   $                 0.55                    1,818
     5/31/04    $                1,500   $                 0.56                    1,786




                                      F-14
<PAGE>


     5/15/04    $                1,500   $                 0.62                    1,613
     4/30/04    $                1,500   $                 0.65                    1,538
     4/15/04    $                1,500   $                 0.67                    1,504
     3/31/04    $                1,500   $                 0.67                    1,504
     3/15/04    $                1,500   $                 0.76                    1,316
     2/28/04    $                1,500   $                 0.68                    1,471
     2/15/04    $                1,500   $                 0.60                    1,667
     1/31/04    $                1,500   $                 0.72                    1,389
     1/15/04    $                1,500   $                 0.81                    1,235
    12/31/03    $                1,500   $                 0.80                    1,875
    12/15/03    $                1,500   $                0.535                    2,804
    11/28/03    $                1,500   $                 0.58                    2,586
    11/14/03    $                1,500   $                 0.79                    1,899
    10/31/03    $                1,500   $                 0.83                    1,807
    10/15/03    $                1,500   $                 0.87                    1,724
     9/30/03    $                1,500   $                 0.81                    1,852
     9/15/03    $                1,500   $                 0.74                    2,027
     8/30/03    $                1,250   $                 0.58                    2,155
     8/15/03    $                1,250   $                 0.61                    2,049
     7/30/03    $                1,250   $                 0.59                    2,119
     7/15/03    $                1,250   $                 0.58                    2,155
     6/30/03    $                1,250   $                 0.19                    6,579
     6/15/03    $                1,250   $                 0.13                    9,615
     5/31/03    $                1,250   $                 0.07                   19,231
     5/15/03    $                1,250   $                 0.08                   16,667
     4/30/03    $                1,250   $                 0.04                   35,714
     4/14/03    $                1,250   $                 0.06                   20,833
     3/31/03    $                1,250   $                 0.05                   25,000
     3/14/03    $                1,250   $                 0.08                   15,625
     2/28/03    $                1,250   $                 0.08                   15,625
     2/14/03    $                1,250   $                 0.09                   13,889
     1/31/03    $                1,250   $                 0.13                    9,615
     1/27/03    $               22,969   $                0.115                  208,426
     1/15/03    $                1,250   $                 0.10                   12,500
    12/31/02    $                1,250   $                 0.10                   12,500
    12/13/02    $                1,250   $                 0.12                   10,417
    11/29/02    $                1,250   $                 0.11                   11,364
    11/15/02    $                1,250   $                 0.11                   11,364
    10/31/02    $                1,250   $                 0.12                   10,417
    10/12/02    $                1,250   $                 0.15                    8,333
     9/30/02    $                1,250   $                 0.12                   10,417
     9/13/02    $                1,250   $                 0.15                    8,333
     8/30/02    $                1,250   $                 0.17                    7,576
     8/15/02    $                1,250   $                 0.17                    7,576
     7/31/02    $                1,250   $                 0.22                    5,814
     7/12/02    $                1,250   $                 0.20                    6,250
     6/30/02    $                1,250   $                 0.19                    6,579
     6/15/02    $                1,250   $                 0.25                    5,000
     5/31/02    $                1,250   $                 0.27                    4,630
     5/15/02    $                1,250   $                 0.27                    4,630
     4/30/02    $                1,250   $                 0.28                    4,545
     4/14/02    $                1,250   $                 0.40                    3,125
     3/29/02    $                1,250   $                 0.37                    3,378
     3/15/02    $                1,250   $                 0.35                    3,571
     2/28/02    $                1,250   $                 0.22                    5,682
     2/14/02    $                1,250   $                 0.20                    6,250





                                      F-15
<PAGE>

     1/31/02    $                1,250   $                 0.21                    5,952
     1/15/02    $                1,250   $                 0.21                    5,952

                           SUMMARY COMPENSATION TABLE
                                                                                             LONG-TERM
                                                                                             COMPENSATION
                                                                                             AWARD(S)
NAME AND PRINCIPAL                                                                           RESTRICTED STOCK
POSITION                          YEAR               SALARY ($)             BONUS ($)        AWARD(S) ($)
Lawrence Wunderlich
     (CFO) (1)                         2004               106,500                    --      $    36,000
                                       2003                86,701                    --      $    38,400
                                       2002                70,502                    --      $    18,000
--------------------
(1) Mr.  Wunderlich was issued shares of restricted Common Stock as compensation
as follows:

     DATE               $VALUE                   CLOSE               NUMBER OF SHARES
    12/31/04    $                1,000   $                 0.80                    1,875
    12/15/04    $                1,000   $                 0.57                    2,632
    11/30/04    $                1,000   $                 0.28                    5,357
    11/15/04    $                1,000   $                 0.27                    5,556
    10/31/04    $                1,000   $                 0.31                    4,839
    10/15/04    $                1,000   $                 0.24                    6,250
     9/30/04    $                1,000   $                 0.27                    5,556
     9/15/04    $                1,000   $                 0.27                    5,556
     8/31/04    $                1,000   $                 0.25                    5,952
     8/17/04    $               12,000   $                 0.07                  162,182
     8/15/04    $                1,000   $                 0.29                    5,172
     7/31/04    $                1,000   $                 0.25                    5,357
     7/15/04    $                1,000   $                 0.40                    3,750
     6/30/04    $                1,000   $                 0.44                    3,409
     6/15/04    $                1,000   $                 0.55                    2,727
     5/31/04    $                1,000   $                 0.56                    2,679
     5/15/04    $                1,000   $                 0.62                    2,419
     4/30/04    $                1,000   $                 0.65                    2,308
     4/15/04    $                1,000   $                 0.67                    2,256
     3/31/04    $                1,000   $                 0.67                    2,256
     3/15/04    $                1,000   $                 0.76                    1,974
     2/28/04    $                1,000   $                 0.68                    2,206
     2/15/04    $                1,000   $                 0.60                    2,500
     1/31/04    $                1,000   $                 0.72                    2,083
     1/15/04    $                1,000   $                 0.81                    1,852
    12/31/03    $                1,000   $                 0.80                    1,250
    12/15/03    $                1,000   $                0.535                    1,869
    11/28/03    $                1,000   $                 0.58                    1,724
    11/14/03    $                1,000   $                 0.79                    1,266
    10/31/03    $                1,000   $                 0.83                    1,205
    10/15/03    $                1,000   $                 0.87                    1,149
     9/30/03    $                1,000   $                 0.81                    1,235
     9/15/03    $                1,000   $                 0.74                    1,351
     8/30/03    $                1,000   $                 0.58                    1,724
     8/15/03    $                1,000   $                 0.61                    1,639
     7/30/03    $                1,000   $                 0.59                    1,695
     7/15/03    $                1,000   $                 0.58                    1,724
     6/30/03    $                1,000   $                 0.19                    5,263
     6/15/03    $                1,000   $                 0.13                    7,692




                                      F-16
<PAGE>

     5/31/03    $                1,000   $                 0.07                   15,385
     5/15/03    $                1,000   $                 0.08                   13,333
     4/30/03    $                1,000   $                 0.04                   28,571
     4/14/03    $                1,000   $                 0.06                   16,667
     3/31/03    $                1,000   $                 0.05                   20,000
     3/14/03    $                1,000   $                 0.08                   12,500
     2/28/03    $                1,000   $                 0.08                   12,500
     2/14/03    $                1,000   $                 0.09                   11,111
     1/31/03    $                1,000   $                 0.13                    7,692
     1/27/03    $               14,400   $                0.115                  125,217
     1/15/03    $                1,000   $                 0.10                   10,000
    12/31/02    $                  750   $                 0.10                    7,500
    12/13/02    $                  750   $                 0.12                    6,250
    11/29/02    $                  750   $                 0.11                    6,818
    11/15/02    $                  750   $                 0.11                    6,818
    10/31/02    $                  750   $                 0.12                    6,250
    10/12/02    $                  750   $                 0.15                    5,000
     9/30/02    $                  750   $                 0.12                    6,250
     9/13/02    $                  750   $                 0.15                    5,000
     8/30/02    $                  750   $                 0.17                    4,545
     8/15/02    $                  750   $                 0.17                    4,545
     7/31/02    $                  750   $                 0.22                    3,488
     7/12/02    $                  750   $                 0.20                    3,750
     6/30/02    $                  750   $                 0.19                    3,947
     6/15/02    $                  750   $                 0.25                    3,000
     5/31/02    $                  750   $                 0.27                    2,778
     5/15/02    $                  750   $                 0.27                    2,778
     4/30/02    $                  750   $                 0.28                    2,727
     4/14/02    $                  750   $                 0.40                    1,875
     3/29/02    $                  750   $                 0.37                    2,027
     3/15/02    $                  750   $                 0.35                    2,143
     2/28/02    $                  750   $                 0.22                    3,409
     2/14/02    $                  750   $                 0.20                    3,750
     1/31/02    $                  750   $                 0.21                    3,571
     1/15/02    $                  750   $                 0.21                    3,571

</TABLE>


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

Principal Shareholders

The following  table sets forth the name and address,  as of March 31, 2005, 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.


                                                          COMMON STOCK
                                                        BENEFICIALLY OWNED
NAME AND ADDRESS OF BENEFICIAL OWNER
                                                         ---------------


                                         NUMBER OF SHARES     PERCENT OF CLASS
                                         ----------------     ----------------

Jett**..................                        9,270,000                 8.4%
59-340 Diomana Road
Kamuela, Hawaii 96743





                                      F-17
<PAGE>

Roland L. Violette................             11,229,277                10.2%
70 Tolland St.
East Hartford, Connecticut 06108

         **Jett is a natural person with only one legal name.


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

Malcolm H. Skolnick, Ph.D., J.D......           5,651,456                 5.1%
3100 Wilcrest, Suite 140
Houston, TX 77042

Lawrence Wunderlich..................           3,278,708                   3%
3100 Wilcrest, Suite 140
Houston, TX 77042

Frank Vazquez........................           2,225,833                   2%
3100 Wilcrest, Suite 140
Houston, TX 77042

Scott E. Parazynski..................           319,741                     *
3100 Wilcrest, Suite 140
Houston, TX 77042


Cy A. Stein, M.D., Ph.D..............           198,469                     *
3100 Wilcrest, Suite 140
Houston, TX 77042

John J Rossi, Ph.D...................           169,670                     *
3100 Wilcrest, Suite 140
Houston, TX 77042

Raymond L. Ocampo, Jr................           169,670                     *
3100 Wilcrest, Suite 140
Houston, TX 77042




All Executive Officers and Directors
 as a group (seven persons)..........        12,013,547                  11%

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



                                      F-18
<PAGE>

<TABLE>


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

     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)

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

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

     3.6*               --   Certificate of Amendment dated March 7, 2001 of Articles of
                             Incorporation of CytoGenix, Inc. (incorporated by reference to
                             Annex II of the definitive proxy statement on Schedule 14A filed
                             with the Securities and Exchange Commission on December 23, 2003.

     3.7*               --   Amendments to Bylaws of CytoGenix, Inc. (incorporated by reference
                             to Annex I of the definitive proxy statement on Schedule 14A filed
                             with the Securities and Exchange Commission on December 23, 2003).

     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.



                                 F-19
<PAGE>


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

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

     10.10*             --   Stock Option Plan (incorporated by reference to Annex III of the
                             definitive proxy statement on Schedule 14A filed with the Securities
                             and Exchange Commission on December 23, 2003.

     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).

     31.1               --   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2               --   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1               --   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     32.2               --   Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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

         **Previously Filed

         (b) Reports on Form 8-K.

         None.

                                   SIGNATURES

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

                                           CYTOGENIX, INC.

Date: April 14, 2005                   By: /s/ Malcolm Skolnick
                                           -------------------------------------
                                           Malcolm Skolnick, Ph.D.
                                           President and Chief Executive Officer





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.


                                            CYTOGENIX, INC.

Date: April 14, 2005                   By: /s/ Malcolm Skolnick
                                           -------------------------------------
                                           Malcolm Skolnick, Ph.D.
                                           President and Chief Executive Officer


Date: April 14, 2005                   By: /s/ Raymond L. Ocampo, Jr.
                                           -------------------------------------
                                           Raymond L.Ocampo, Jr.
                                           Director


Date: April 14, 2005                   By: /s/ Frank Vazquez
                                           -------------------------------------
                                           Frank Vazquez
                                           Director, Executive VP




                                      F-20

<PAGE>

Date: April 14, 2005                   By: /s/ Scott E. Parazynski
                                           -------------------------------------
                                           Scott E. Parazynski
                                           Director


Date: April 14, 2005                   By: /s/ Cy A. Stein
                                           -------------------------------------
                                           Cy A. Stein
                                           Director


Date: April 14, 2005                   By: /s/ John J. Rossi
                                           -------------------------------------
                                           John J. Rossi
                                           Director


Date: April 14, 2005                   By: /s/ Lawrence Wunderlich
                                           -------------------------------------
                                           Lawrence Wunderlich
                                           Chief Financial Officer, Controller
                                           and Director (principal financial and
                                           accounting officer and Director)