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

                                    FORM 10-K

               |X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM TO

                        COMMISSION FILE NUMBER: 000-26807

                                 CYTOGENIX, INC.
             (Exact name of registrant as specified in its charter)

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

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

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

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:
                        COMMON STOCK WITH $.001 PAR VALUE
                                (Title of Class)

Indicate  by check mark if the  Registrant  is a well known  seasoned  issuer as
defined in Rule 405 of the Securties  Act. Yes |_| No |X| Indicate by check mark
if Registrant is not required to file reports  pursuant to Section 13 or Section
15(d) of the Act. Yes |_| No |X|

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-K or any amendment to this
Form  10-K.  |X|

Indicate by check mark whether the Registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer |_|   Accelerated Filer |_|   Non-accelerated filer |X|

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

Yes   |_|         No   |X|

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of June 30,  2005(the last business day of the  Registrant's  most
recently  completed second fiscal quarter) was approximately  $113,436,970.  The
number of outstanding shares of the Registrant's Common Stock as of the close of
business on March 16, 2006 was 125,377,370.

                       DOCUMENTS INCORPORATED BY REFERENCE

Selected  portions of the definitive  Proxy Statement of CytoGenix,  Inc., which
will be filed with the Securities and Exchange  Commission within 120 days after
December 31, 2005, are incorporated by reference in Part III of this Form 10-K.



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<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                                 FORM 10-K INDEX

                                     PART I
<S>                                                                             <C>                   <C>
                                                                                                      Page
                                                                                                      ----
Item 1.      Description of Business ...............................................................     4

Item 1A.     Risk Factors ..........................................................................    15

Item 1B.     Unresolved Staff Comments .............................................................    19

Item 2.      Description of Property ...............................................................    19

Item 3.      Legal Proceedings  ....................................................................    19

Item 4.      Submission of Matters to a Vote of Security Holders ...................................    19

                                     PART II

Item 5.      Market for Common Equity and Related Stockholder Matters  .............................    21

Item 6.      Selected Financial Data  ..............................................................    22

Item 7.      Management's Discussion and Analysis or Financial Conditions and Results of Operations.    22

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk ............................    27

Item 8.      Financial Statements ..................................................................    28

Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...    42

Item 9A.     Controls and Procedures ...............................................................    42

Item 9B.     Other Information .....................................................................    42


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                                    PART III

Item 10.     Directors and Executive Officers of the Registrant ....................................    42

Item 11.     Executive Compensation ................................................................    43

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
             Matters ...............................................................................    43

Item 13.     Certain Relationships and Related Transactions ........................................    43

Item 14.     Principal Accountant Fees and Services ................................................    43

                                     PART IV

Item 15.     Exhibits, Financial Statement Schedules and Reports on Form 8-K .......................    43


             Signatures ............................................................................    43

</TABLE>


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<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL OVERVIEW
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 and expressing
proteins for applications such as vaccines.  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. The Company made a transition to research
and  development  of its  present  technologies  in  1998.  Since  then  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.
Our  proprietary  technology  has beem designed to express  single  stranded DNA
inside  target  cells of  living  organisms  to  induce  synthetic  DNA  mimetic
constructs into the target cells and thereby either silence selected genes or to
express proteins that can act as antigens to stimulate the immune system.

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; at the level of the genome itself, interfering
with the messenger RNA (mRNA)  produced by the genome  leading to the production
of the protein  for which the mRNA is encoded  and at the protein  level where a
single strand of DNA may be made that will bind with the protein and disable it.



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<PAGE>



CYTOGENIX GENE SILENCING TECHNOLOGY

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

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

         2.   Antisense:   Messenger   RNA  is   intercepted   en   route  by  a
              complementary  ssDNA  sequence that 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 a compound that 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 a patent portfolio including
46 domestic and foreign  issued or pending  patent  applications  protecting our
technologies.  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.

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 to target mRNA using DNA enzyme  formulations.
The technology can also be used to (i) generate triplex forming


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<PAGE>

oligonucleotides  that bind to  specific  sites in the genome  itself to inhibit
expression  by the gene at that  site,  (ii)  generate  ssDNA  that will bind to
specific,  targeted proteins to neutralize them and (iii) 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
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,  reproduction and/or
for the expression of 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,
cancer and vaccines.

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 the next 2008.

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 within the next 2008.


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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.

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.





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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.

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.  The synthetic DNA process  yields DNA free of
endotoxins,  bacterial  genomic DNA, DNA or proteins.  As such it may  encounter
improved regulatory acceptance.

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.



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          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 four Sponsored Research Agreements (SRA):

   1.    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.

   2.    Dr.  Frank  Orson'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.

   3.    Dr. Jeffrey Actor's lab at University of Texas Health Science Center in
         Houston  is  conducting  animal  trials  to  determine   efficacies  of
         CytoGenix's antimicrobial ODN compounds.

   4.    Dr. David  Weiner's lab at  University  of  Pennsylvania  is conducting
         animal  trials to determine  efficacies  of  CytoGenix's  synthetic DNA
         vaccines against Smallpox and other targets.

Other research is contemplated to explore various plasmid delivery systems.

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.


                                       9

<PAGE>

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.

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.

   o  We will seek to maintain and expand our patent  portfolio and  proprietary
      technology.  We  aggressively  o  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.

COLLABORATIVE AGREEMENTS

PARTNERSHIPS


The Company  currently has several industry and government  agency  partnerships
and is actively  seeking  out-licensing  opportunities in the application of our
core technologies to promote the development of new therapeutic  products in the
fields of  infectious  diseases,  inflammation  and  cancer.  CytoGenix  is also
seeking  partnerships  in the  development  of  products  in the areas of animal
health  and  agriculture.  Our  cell-free  method  for the  cGMP  production  of
therapeutic-grade  DNA is also  available for licensing.  Our currents  partners
include:


GE HEALTHCARE, FAST TRAK BIODEFENSE GROUP


CytoGenix has entered into an agreement with the Fast Trak  BioDefense  Group of
GE  Healthcare to  collaborate  in seeking,  securing and executing  bio-defense
related Federal contracts. GE Healthcare will provide highly qualified technical
and regulatory affairs expertise and will coordinate the application  process to
various departments within the U.S. government.


ALDEVRON, LLC.


CytoGenix  has  teamed  up with  Aldevron  LLC,  a  leader  in the  field of DNA
vaccines, to evaluate a synthetic DNA vaccine derived from a plasmid provided by
Aldevron. The synDNA(TM) vaccine was designed to produce a Hepatitis


                                       10

<PAGE>

B viral  surface  antigen and was  evaluated in a rabbit model using  Aldevron's
proprietary Genetic  Immunization and Antibody (GIA(TM))  technology.  The pilot
study was successful and further testing is ongoing.


COLLABORATIONS


The Company currently has several academic and government agency  collaborations
to promote the research and development of new therapeutic products. Our current
collaborators include:


NATIONAL INSTITUTES OF HEALTH


CytoGenix was given a non-exclusive license to a HIV DNA vaccine construct to be
used as a proof of  principle  for the  synDNA  production  method.  The HIV DNA
vaccine  construct was prepared  using  CytoGenix'  proprietary  process and the
product was tested in an animal  model.  The results of this pilot study  showed
bioactivity  indicating  that the  synthetic  DNA  vaccine was able to induce an
immune response.  Further  investigations are currently being explored to expand
this collaboration.


BAYLOR COLLEGE OF MEDICINE


Several collaborative  projects are ongoing with investigators at Baylor College
of  Medicine in the Texas  Medical  Center.  A long  standing  collaboration  is
ongoing with Drs.  Sheldon Kaplan,  Ed Mason and Jesus Vallejo in the Infectious
Disease Group of the Department of Pediatrics. The focus of the project has been
to identify  clinical  candidates  for the  treatment  of  methicillin-resistant
staphylococcus aureus (MRSA).


Another collaboration is ongoing with Dr. Frank Orson to evaluate the effects of
several DNA  vaccines in  preclinical  models.  The goal of these  studies is to
identify a novel DNA vaccine for the  treatment of  influenza  in human  beings.
Preliminary  studies  have  shown that a  synDNA(TM)  influenza  vaccine  was of
greater potency than a standard  plasmid in generating an immunologic  response.
Research  continues to apply the  information  learned from the pilot studies to
design and  produce a  synDNA(TM)  vaccine to be used in the event of a pandemic
outbreak of influenza.


UNIVERSITY OF TEXAS HEALTH SCIENCE CENTER AT HOUSTON


CytoGenix has several ongoing collaborations with the University of Texas Health
Science Center at Houston.  The Company has entered into an agreement to provide
access to animal  care  facilities  to allow  CytoGenix  scientists  to  conduct
exploratory  studies for product  leads.  CytoGenix has also worked  extensively
with  Dr.  Jeffrey  Actor  to  identify  novel  product  candidates  for  use in
infectious disease applications.


UNIVERSITY OF PENNSYLVANIA


Recently  CytoGenix  added a University  of  Pennsylvania  scientist,  Dr. David
Weiner,  to the Scientific  Advisory Board. Dr. Weiner is a pioneer and is world
recognized in the field of DNA vaccines and several  collaborative  projects are
ongoing in the areas of smallpox  and  influenza.  A pilot study  conducted in a
murine model  demonstrated that a synDNA vaccine  targeting  smallpox was highly
immunogenic.

Technology - Sponsored Research

It is the  policy of the  Company to seek  outstanding  scientific  leaders  and
independent  investigators as collaborators in mutually beneficial projects. The
following projects are sponsored in part by the company:

   o  DR. JEFFERY ACTOR,  ASSOCIATE  PROFESSOR AT THE UNIVERSITY OF TEXAS HEALTH
      SCIENCE CENTER  Houston,  Texas is conducting a study  entitled,  "In vivo
      proof of concept experiment for anti-bacterial DNA preparation".



                                       11
<PAGE>



   o  DR. FRANK ORSON,  PROFESSOR AT BAYLOR COLLEGE OF MEDICINE,  Houston, Texas
      is conducting a study entitled,  "PEI aerosol delivery of ssDNA expression
      vector".


   o  DRS.  LYUBA  BENIMETSKAYA  AND CY  STEIN AT  ALBERT  EINSTEIN  COLLEGE  OF
      MEDICINE,  New York are conducting a study  entitled,  "Down Regulate Gene
      Expression in Melanoma Cells using  Antisense ODNs generated by CYGX ssDNA
      Expression Vectors".

   o  DR. DAVID WEINER AT UNIVERSITY OF  PENNSYLVANIA  is conducting  studies to
      evaluate  the safety and  efficacy of DNA vaccines  using  several  animal
      models.

MARKETING STRATEGY

We plan to market  initial  products,  when  developed,  and for which we obtain
regulatory   approval,   through  marketing   arrangements  or  other  licensing
arrangements with pharmaceutical companies. Implementation of this strategy will
depend on many  factors,  including  the market  potential  of any  products  we
develop,  and our  financial  resources.  We do not expect to establish a direct
sales capability for therapeutic  compounds for at least the next several years.
To market  products  that will  serve a large,  geographically  diverse  patient
population,  we expect to enter  into  licensing,  distribution,  or  partnering
agreements  with  pharmaceutical  companies that have large,  established  sales
organizations.  The timing of our entry  into  marketing  arrangements  or other
licensing  arrangements  with  large  pharmaceutical  companies  will  depend on
successful  product  development  and regulatory  approval within the regulatory
framework  established by the Federal Food,  Drug and Cosmetics Act, as amended,
and regulations promulgated  thereunder.  Although the implementation of initial
aspects of our  marketing  strategy  may be  undertaken  before this  process is
completed,  the development and approval  process  typically is not completed in
less than three to five years  after the  filing of an IND  application  and our
marketing strategy therefore may not be implemented for several years. See "Drug
Approval Process and Other Governmental Regulation."

PATENTS AND PROPRIETARY RIGHTS

We have developed or acquired a comprehensive  body of intellectual  rights. The
proprietary nature of, and protection for, our product candidates, processes and
know-how are  important to our business.  We plan to prosecute and  aggressively
defend  our  patents  and  proprietary  technology.  Our policy is to patent the
technology,  inventions,  and improvements that are considered  important to the
development of our business and that are  patentable.  We also depend upon trade
secrets,  know-how,  and  continuing  technological  innovation  to develop  and
maintain our competitive position.

A patent  portfolio  including 46 domestic and foreign  issued or pending patent
applications  protects our  technologies.  We intend to protect our  proprietary
technology with additional filings as appropriate.


DRUG APPROVAL PROCESS AND OTHER GOVERNMENT REGULATION

The system of reviewing and  approving  drugs in the United States is considered
the most  rigorous in the world.  Costs to bring a single  product from research
through  market  approval  and launch  into  commerce  range  from $800  million
(Pharmaceutical Research and Manufacturers  Association) to $1.7 billion in 2000
through 2002 (FDA), with the timing to do so typically ranging between 10 and 15
years. The Pharmaceutical Research and Manufacturers  Association estimates that
of every 5,000 medicines  tested,  on average,  only five are tested in clinical
trials, and only one of those is approved for human use.



                                       12
<PAGE>

Drug Discovery

In  the  initial  stages  of  drug  discovery  before  a  compound  reaches  the
laboratory,  tens of thousands of potential  compounds are randomly screened for
activity  against  an assay  assumed to be  predictive  for  particular  disease
targets.  This drug  discovery  process can take several  years.  Once a company
locates a screening lead, or starting point for drug development,  isolation and
structural  determination may begin. The development process results in numerous
chemical  modifications  to the screening lead in an attempt to improve its drug
properties.  After a compound emerges from the above process, the next steps are
to conduct further  preliminary  studies on the mechanism of action,  further in
vitro (test tube) screening  against  particular  disease targets and,  finally,
some in vivo (animal)  screening.  If the compound  passes these  barriers,  the
toxic effects of the compound are analyzed by performing preliminary exploratory
animal  toxicology.  If the results are positive,  the compound emerges from the
basic research mode and moves into the pre-clinical phase.

Preclinical Testing

During  the  pre-clinical  testing  stage,  laboratory  and animal  studies  are
conducted  to show  biological  activity of the  compound  against the  targeted
disease,  and the compound is evaluated for safety.  These tests  typically take
approximately three and one-half years to complete.

Investigational New Drug Application

During the  pre-clinical  testing,  an IND is filed with the FDA to begin  human
testing of the drug. The IND becomes effective if not rejected by the FDA within
30 days. The IND must indicate the results of previous  experiments,  how, where
and by whom the new studies will be  conducted,  the  chemical  structure of the
compound,  the method by which it is  believed  to work in the human  body,  any
toxic effects of the compound  found in the animal  studies and how the compound
is  manufactured.  In addition,  an  Institutional  Review  Board,  comprised of
physicians  at the  hospital  or  clinic  where  the  proposed  studies  will be
conducted,  must review and  approve the IND.  Progress  reports  detailing  the
results of the clinical trials must be submitted at least annually to the FDA.

Phase I Clinical Trials

After an IND becomes  effective,  Phase I human clinical trials may begin. These
tests,  involving  usually  between 20 and 80  patients  or healthy  volunteers,
typically take  approximately one year to complete and cost between $300,000 and
$500,000 per trial.  The Phase I clinical  studies also  determine how a drug is
absorbed, distributed, metabolized and excreted by the body, and the duration of
its action.  Phase I trials are not normally  conducted for  anticancer  product
candidates.  A Phase Ib study involves patients with the targeted disease cancer
and is focused on safety.

Phase II Clinical Trials

In Phase II clinical trials,  controlled  studies are conducted on approximately
100 to 300 volunteer patients with the targeted disease. The preliminary purpose
of these tests is to evaluate  the  effectiveness  of the drug on the  volunteer
patients as well as to determine if there are any side  effects.  These  studies
generally take  approximately two years and cost between $500,000 and $4 million
per trial, and may be conducted  concurrently  with Phase I clinical trials.  In
addition,  Phase I/II clinical  trials may be conducted to evaluate not only the
efficacy of the drug on the patient population, but also its safety.

Phase III Clinical Trials

This phase  typically lasts about three years,  usually  involves 1,000 to 3,000
patients and cost between $5 million and $50 million per trial. During the Phase
III clinical trials,  physicians  monitor the patients to determine efficacy and
to observe and report any  reactions  that may result from  long-term use of the
drug.



                                       13
<PAGE>


New Drug Application

After the completion of the requisite  three phases of clinical  trials,  if the
data indicate that the drug has an acceptable  benefit to risk assessment and it
is found to be safe and effective,  a New Drug  Application  (NDA) is filed with
the  FDA.  The  requirements  for  submitting  an  NDA  are  defined  by  and in
conjunction with the FDA. These  applications are  comprehensive,  including all
information  obtained  throughout  all  clinical  trials  as  well  as all  data
pertaining to the  manufacturing and testing of the product.  In general,  these
filings  can  far  exceed  100,000  pages.   With  the   implementation  of  the
Prescription Drug Users Fee Act (PDUFA), review fees are provided at the time of
NDA  filing.  In 2005,  each NDA with  clinical  data must be  accompanied  by a
$672,000  review fee. If the NDA is assessed as  unacceptable  in the initial 30
day review,  it is returned to the  submitter,  with 50% of the fee. The average
review  time  for  a  New  Molecular   Entity  (NME)  has  remained   static  at
approximately  16  months,  however,  new NME can and have been  approved  in as
little as six months.

Marketing Approval

If the FDA  approves  the NDA,  the drug becomes  available  for  physicians  to
prescribe. Periodic reports must be submitted to the FDA, including descriptions
of any adverse reactions reported. The FDA may request additional studies (Phase
IV) to evaluate long-term effects.

Phase IV Clinical Trials and Post Marketing Studies

In addition to studies  requested  by the FDA after  approval,  these trials and
studies are  conducted to explore new  indications.  The purpose of these trials
and studies and related  publications  is to broaden the  application and use of
the drug and its acceptance in the medical community.

COMPETITION


The pharmaceutical and biotechnology industries are highly competitive.  We face
competition  from   biotechnology  and   pharmaceutical   companies  using  more
traditional  approaches to treating human diseases.  Our competitors may develop
safer, more effective or less costly gene-based  therapeutics.  In addition,  we
face and will continue to face  competition  from other  companies for corporate
collaborations with pharmaceutical and biotechnology companies, for establishing
relationships  with  academic  and  research  institutions  and for  licenses to
proprietary technology, including intellectual property.

Many of our competitors and potential  competitors  have  substantially  greater
product  development  capabilities  and  financial,  scientific,  manufacturing,
managerial and human resources than the Company.  There can be no assurance that
research and development by others will not render our products, or the products
developed by corporate  partners using our licensed  technologies  obsolete,  or
non-competitive,  or that any product we or our corporate  partners develop will
be preferred to any existing or newly developed technologies. In addition, there
can be no assurance that our competitors will not develop safer,  more effective
or  less  costly   cardiovascular   therapies,   gene  delivery  systems,   gene
therapeutics,  non-gene therapies,  or other therapies,  achieve superior patent
protection or obtain regulatory  approval or product  commercialization  earlier
than Company, any of which could have a material adverse effect on our business,
financial condition or results of operations.


RESEARCH AND DEVELOPMENT

The Company  expensed  $1,731,764,  and  $831,472 on  research  and  development
activities  during the years ended  December 31, 2005,  and 2004,  respectively.
Research and development  (R&D) expenses  include related  salaries,  contractor
fees,  materials,  utilities.  R&D expenses consist of independent R&D costs and
costs associated with collaborative development  arrangements.  In addition, the
Company  funded  R&D  at  other  companies  and  research   institutions   under
agreements. Research and development costs are expensed as incurred.



                                       14
<PAGE>


EMPLOYEES

As of December 31, 2005, we had  11employees,  5 of whom hold advanced  degrees.
None of our employees are covered by collective  bargaining  agreements,  and we
consider relations with our employees to be good.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are a reporting company and file annual, quarterly and current reports, proxy
statements  and other  information  with the SEC. For further  information  with
respect to us, you may read and copy our  reports,  proxy  statements  and other
information,  at the  SEC's  public  reference  rooms  at 100 F.  Street,  N.E.,
Washington,  D.C.  20549,  as well as at the SEC's regional  offices at 500 West
Madison Street, Suite 1400, Chicago, IL 60661 and at 233 Broadway,  New York, NY
10279.  You can  request  copies of these  documents  by  writing to the SEC and
paying a fee for the copying  cost.  Please call the SEC at  1-800-SEC-0330  for
more  information  about the operation of the public  reference  rooms.  Our SEC
filings are also  available  at the SEC's web site at  "http://www.sec.gov."  In
addition,  you can read and copy our SEC  filings at the office of the  National
Association of Securities Dealers, Inc. at 1735 K Street, N.W., Washington, D.C.
20006.

Copies of our  Annual  Report on Form  10-K,  Quarterly  Reports  on Form  10-Q,
Current  Reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section  13(a) or 15(d) of the  Securities  Exchange Act of 1934 are
all available on our website  (www.cytogenix.com)  or by sending a request for a
paper copy to:  Cytogenix,  Inc. 3100 Wilcrest,  Suite 140,  Houston,  TX 77042,
attn. Investor Relations.

ITEM 1A.  RISK FACTORS

RISKS AFFECTING FUTURE OPERATING RESULTS

We do not provide  forecasts of our future financial  performance.  While we are
optimistic  about our  long-term  prospects,  the  following  factors  should be
considered in evaluating our outlook.  If the  possibilities  described as risks
below actually occur, our operating results and financial condition would likely
suffer and the  trading  price of our common  stock may fall,  causing a loss of
some or all of an investment in our common stock.

Our products are in an early stage of  development  and may not be determined to
be safe or effective.

We are only in the  early  stages  of  development  with  our  biopharmaceutical
products.  We have devoted almost all of our time to research and development of
our technology and products,  protecting our proprietary rights and establishing
strategic  alliances.  Our proposed  products are in the pre-clinical  stages of
development and will require significant further research, development, clinical
testing  and  regulatory  clearances.  Our  proposed  products  are  subject  to
development  risks.  These  risks  include  the  possibilities  that  any of the
products  could be found to be  ineffective  or toxic,  or could fail to receive
necessary regulatory  clearances.  We have not received any significant revenues
from  the  sale of  products  and we may  not  successfully  develop  marketable
products  that  will  increase  sales  and,  given  adequate  margins,  make  us
profitable.  Our  competitors  may  develop  superior  or  equivalent,  but less
expensive, products.

We have  incurred  net losses  since our  inception,  and we may not  achieve or
sustain profitability.

We incurred a net loss of $3.53 million in 2005 and of $2.36 million in 2004. As
of December 31, 2005, our total  shareholder's  equity was $407,521.  Our losses
have resulted  principally from expenses incurred in research and development of
our technology and products,  general and  administrative  expenses that we have
incurred  while building our business  infrastructure.  We expect to continue to
incur significant operating losses in the future as we continue our research and
development efforts and seek to obtain regulatory approval of our products.  Our
ability to achieve  profitability  depends  on our  ability to raise  additional
capital,  complete development of our products,  obtain regulatory approvals and
market our products. It is uncertain when, if ever, we will become profitable.


If we fail to  attract  significant  additional  capital,  we may be  unable  to
continue to successfully develop our products.


                                       15
<PAGE>


Since we began operations, we have obtained operating funds primarily by selling
our company  common stock.  Based on our current  plans,  we do not believe that
current cash balances  will be  sufficient to meet our operating  needs in 2006.
Furthermore,  the actual amount of funds that we will need will be determined by
many factors,  some of which are beyond our control.  These factors  include the
success of our research and development  efforts, the status of our pre-clinical
and clinical testing,  costs relating to securing  regulatory  approvals and the
costs and timing of obtaining new patent rights, regulatory changes, competition
and  technological  developments  in the market.  We may need funds  sooner than
currently anticipated.

If necessary,  potential  sources of additional  funding could include strategic
relationships,  public or private sales of shares of our common stock or debt or
other  arrangements.  We may not obtain  additional  funding  when we need it on
terms  that will be  acceptable  to us or at all.  If we raise  funds by selling
additional shares of our common stock or securities  convertible into our common
stock, the ownership interest of our existing  shareholders will be diluted.  If
we are unable to obtain financing when needed, our business and future prospects
would be materially adversely affected.

If we fail to  receive  necessary  regulatory  approvals,  we will be  unable to
commercialize  our  products.  All of our  products  are  subject  to  extensive
regulation  by the United  States Food and Drug  Administration,  or FDA, and by
comparable agencies in other countries.  The FDA and comparable agencies require
new  pharmaceutical  products to undergo lengthy and detailed  clinical  testing
procedures and other costly and time-consuming  compliance procedures. We do not
know when or if we will be able to submit our  products for  regulatory  review.
Even if we submit a new drug  application,  there  may be  delays  in  obtaining
regulatory  approvals,  if we obtain them at all. Sales of our products  outside
the United  States  will also be subject to  regulatory  requirements  governing
clinical trials and product  approval.  These  requirements vary from country to
country and could delay introduction of our
products in those countries.  We cannot assure you that any of our products will
receive marketing approval from the FDA or comparable foreign agencies.

We  may  fail  to  compete   effectively,   particularly  against  larger,  more
established pharmaceutical companies, causing our business to suffer.

The biotechnology  industry is highly competitive.  We compete with companies in
the  United  States  and  abroad  that  are  engaged  in  the   development   of
pharmaceutical   technologies   and  products.   They  include:   biotechnology,
pharmaceutical,   chemical  and  other   companies;   academic  and   scientific
institutions;   governmental   agencies;   and  public  and   private   research
organizations.

Many of these  companies  and many of our other  competitors  have much  greater
financial and technical resources and production and marketing capabilities than
we do. Our industry is characterized  by extensive  research and development and
rapid technological  progress.  Competitors may successfully  develop and market
superior or less  expensive  products which render our products less valuable or
unmarketable.

We have limited operating experience.

We have  engaged  solely in the  development  of  biopharmaceutical  technology.
Although some members of our management  team have  experience in  biotechnology
company  operations,  we have limited  experience  in  manufacturing  or selling
biopharmaceutical  products. We also have only limited experience in negotiating
and maintaining strategic  relationships,  and in conducting clinical trials and
other  later-stage  phases  of the  regulatory  approval  process.  We  may  not
successfully engage in some or all of these activities.

We have limited manufacturing capability.

While we believe that we can produce  materials for clinical  trials and produce
products for human use at our recently completed synDNA production suite, we may
need to expand our  commercial  manufacturing  capabilities  for products in the
future if we elect not to or cannot  contract  with  others to  manufacture  our


                                       16
<PAGE>

products.  This  expansion  may occur in  stages,  each of which  would  require
regulatory  approval,  and product demand could at times exceed supply capacity.
We have not selected a site for any expanded facilities and do not know what the
construction  cost  will be for such  facilities  and  whether  we will have the
financing needed for such  construction.  We do not know if or when the FDA will
determine that such facilities  comply with Good  Manufacturing  Practices.  The
projected  location and construction of any facilities will depend on regulatory
approvals,  product development,  pharmaceutical partners and capital resources,
among  other  factors.  We  have  not  obtained  regulatory  approvals  for  any
productions  facilities  for our products,  nor can we assure  investors that we
will be able to do so.

If we lose key personnel or are unable to attract and retain additional,  highly
skilled personnel required for our activities, our business will suffer.

Competition for qualified personnel in our industry is intense,  and our success
will depend on our ability to attract and retain highly  skilled  personnel.  To
date, we have been successful in attracting and retaining key personnel.  We are
not aware of any key personnel who plan to retire or otherwise leave the Company
in the near future.

Asserting,  defending and maintaining our intellectual  property rights could be
difficult and costly,  and our failure to do so will harm our ability to compete
and the results of our operations.

Our success will depend on our existing patents and licenses, and our ability to
obtain  additional  patents  in the  future.  A patent  portfolio  including  46
domestic and foreign patents issued or pending patent applications  protects our
technologies.

We cannot assure investors that our pending patent  applications  will result in
patents being issued in the United States or foreign countries. In addition, the
patents which have been or will be issued may not afford  meaningful  protection
for our technology and products.  Competitors  may develop  products  similar to
ours which do not conflict  with our patents.  Others may  challenge our patents
and, as a result,  our patents  could be  narrowed  or  invalidated.  The patent
position of biotechnology firms generally is highly uncertain,  involves complex
legal  and  factual  questions,  and  has  recently  been  the  subject  of much
litigation.  No consistent  policy has emerged from the United States Patent and
Trademark Office (USPTO),  or the courts regarding the breadth of claims allowed
or the degree of protection afforded under  biotechnology  patents. In addition,
there is a substantial backlog of biotechnology patent applications at the USPTO
and the approval or rejection of patents may take several years.

Our success will also depend partly on our ability to operate without infringing
upon the proprietary  rights of others, as well as our ability to prevent others
from infringing on our proprietary  rights.  We may be required at times to take
legal action to protect our proprietary rights and, despite our best efforts, we
may be sued for infringing on the patent rights of others.  We have not received
any communications or other indications from owners of related patents or others
that such persons believe our products or technology may infringe their patents.
Patent litigation is costly and, even if we prevail, the cost of such litigation
could  adversely  affect  our  financial  condition.  If we do not  prevail,  in
addition  to any  damages we might have to pay, we could be required to stop the
infringing  activity  or  obtain a  license.  Any  required  license  may not be
available to us on acceptable  terms, or at all. If we fail to obtain a license,
our business might be materially adversely affected.

To help protect our proprietary  rights in unpatented trade secrets,  we require
our employees,  consultants and advisors to execute confidentiality  agreements.
However,  such  agreements  may not  provide  us  with  adequate  protection  if
confidential  information is used or disclosed improperly.  In addition, in some
situations,  these agreements may conflict with, or be subject to, the rights of
third  parties  with whom our  employees,  consultants  or  advisors  have prior
employment  or  consulting  relationships.  Further,  others  may  independently
develop  substantially  equivalent  proprietary  information and techniques,  or
otherwise gain access to our trade secrets.

If our strategic relationships are unsuccessful, our business could be harmed.

Our strategic  relationships  with GE Healthcare and others are important to our
success.  The  development,  improvement  and  marketing  of  many  of  our  key
therapeutic  products are or will be  dependent,  in part, on the efforts of our
strategic partners.  For example, under the GE Healthcare  relationship,  we may
fail to  achieve  product  development  milestones;  GE  Healthcare  may fail to
perform  its  obligations  under our  agreement,  such as  failing to produce an
adequate supply of sufficient  quality raw materials to produce synDNA ; and our
agreement with GE Healthcare  may be terminated  against our will. We may not be


                                       17
<PAGE>

commercially  successful  in our  effort to  produce  and/or  sell  synDNA.  The
transactions  contemplated by our agreements with strategic partners,  including
equity  purchases  and  cash  payments,   are  subject  to  numerous  risks  and
conditions.  The  occurrence  of any of these  events  could  severely  harm our
business.

Our  near-term  strategy  is to develop our own  products as well as  co-develop
products with  strategic  partners,  or to license the marketing  rights for our
products  to  pharmaceutical  partners  after we  complete  one or more Phase II
clinical trials. In this manner,  the extensive costs associated with late-stage
clinical  development  and marketing will be shared with, or the  responsibility
of, our strategic partners.

To  fully  realize  the  potential  of  our  products,   including  development,
production   and   marketing,   we  may  need  to  establish   other   strategic
relationships.

We  have  limited  sales   capability  and  may  not  be  able  to  successfully
commercialize our products.

We have been engaged solely in the development of biopharmaceutical  technology.
Although  some  of our  management  have  experience  in  biotechnology  company
operations,   we  have   limited   experience   in   manufacturing   or  selling
pharmaceutical products. We also have only limited experience in negotiating and
maintaining strategic relationships, and in conducting clinical trials and other
later-stage phases of the regulatory  approval process. To the extent we rely on
strategic partners to fully commercialize our products,  we will be dependent on
their efforts. We may not successfully engage in any of these activities.

We may be subject to product  liability  lawsuits and our  insurance  may not be
adequate  to cover  damages.

We believe we carry adequate insurance for the product  development  research we
currently conduct. In the future, when we have products available for commercial
sale and use,  the use of our  products  will  expose us to the risk of  product
liability  claims.  Although  we intend to obtain  product  liability  insurance
coverage,  product liability insurance may not continue to be available to us on
acceptable  terms and our  coverage  may not be  sufficient  to cover all claims
against us. A product  liability  claim,  even one without merit or for which we
have  substantial  coverage,  could result in  significant  legal defense costs,
thereby  increasing  our  expenses,  lowering  our  earnings  and,  depending on
revenues, potentially resulting in additional losses.

Continuing efforts of government and third party payers to contain or reduce the
costs of health care may adversely affect our revenues and future profitability.

In addition to obtaining regulatory approval,  the successful  commercialization
of our products will depend on our ability to obtain  reimbursement for the cost
of the product and treatment.  Government  authorities,  private health insurers
and  other   organizations,   such  as  health  maintenance   organizations  are
increasingly  challenging the prices charged for medical  products and services.
Also, the trend toward  managed health care in the United States,  the growth of
healthcare  organizations  such as HMOs,  and  legislative  proposals  to reform
healthcare and government  insurance programs could significantly  influence the
purchase of  healthcare  services  and  products,  resulting in lower prices and
reducing demand for our products.  The cost containment measures that healthcare
providers are instituting and any healthcare  reform could affect our ability to
sell our  products  and may have a material  adverse  effect on our  operations.
Reimbursement in the United States or foreign countries may not be available for
any of our products,  any reimbursement  granted may be reduced or discontinued,
and limits on  reimbursement  available from  third-party  payers may reduce the
demand for, or the price of, our products. The lack or inadequacy of third-party
reimbursements  for our  products  would have a material  adverse  effect on our
operations.  Additional  legislation  or regulation  relating to the  healthcare
industry or third-party  coverage and reimbursement may be enacted in the future
that adversely affects our products and our business.

If we fail to  establish  strategic  relationships  with  larger  pharmaceutical
partners, our business may suffer.

We do not  intend to  conduct  late-stage  (Phase  III)  human  clinical  trials
ourselves.  We anticipate entering into relationships with larger pharmaceutical
companies to conduct later pharmaceutical trials and to market our products


                                       18
<PAGE>



and we also  plan to  continue  to use  contract  manufacturing  for late  stage
clinical and  commercial  quantities of our products.  We may be unable to enter
into corporate partnerships which could impede our ability to bring our products
to market. Any such corporate partnerships,  if entered, may not be on favorable
terms and may not  result in the  successful  development  or  marketing  of our
products. If we are unsuccessful in establishing  advantageous clinical testing,
manufacturing  and  marketing  relationships,  we are  not  likely  to  generate
significant revenues and become profitable.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None

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  averages  to be  $5,701.00  per month with a lease term ending
September  2009.  We believe our  facilities  are  suitable and adequate for our
present operational requirements.

ITEM 3. LEGAL PROCEEDINGS

PHANUEL PURSUITS, LLC

Phanuel Pursuits,  LLC had entered into option agreements  pursuant to obtaining
licenses to commercialize the Company's  anti-herpes product in China and India.
The  Company  allowed  Phanuel to withdraw  from their  original  China  option,
applying the option fees towards the India  option.  Phanuel owed unpaid sums to
the Company  under the  remaining  India Option  Agreement  including a specific
payment due to purchase the Company's data they would need for submission to the
Indian authorities for approval.  Although the unpaid sums remained outstanding,
Phanuel  filed suit October 8, 2004  alleging the Company  withheld the data and
therefore breached the agreement. The suit has been dismissed on the merits from
the trial court with the Court's  granting of the  Company's  Motion for Summary
Judgment.  The Company dropped its Counterclaim  against Phanuel,  and Phanuel's
Motion for New Trial has been denied. Because Phanuel failed to file a Notice of
Appeal with the trial court within the permissible  time period,  this action is
final.

WILLIAM B. WALDROFF AND APPLIED VETERINARY GENOMICS, INC. V. CYTOGENIX, INC.

CytoGenix  filed a Declaratory  Judgment  action in February,  2004, to obtain a
finding of  nonliability  with  respect  to two  license  agreements  for single
stranded DNA; 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 23, 2005.  Both Waldroff
and AVGI also  sued  three  directors  of  CytoGenix  for  interfering  with the
licenses.  The jury did not make any  findings  of  liability,  nor  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  attorney's  fees in the amount of $115,500.  Pending  appeal
Cytogenix  has  established  a long-term CD in the amount of $115,500 to comply.
This CD earns interest at a rate of 3.4% annually.


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

No matters were submitted to a vote of our shareholders during the quarter ended
December 31, 2005.

EXECUTIVE OFFICERS OF THE COMPANY AND OTHER KEY EMPLOYEES


                                       19
<PAGE>

     Set forth  below are the names,  ages (as of March 31,  2006) and titles of
the  persons  currently  serving  as  executive  officers  of the  Company.  All
executive officers hold office until their successors are elected and qualified.





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

Malcolm H
Skolnick........................70   Chief Executive Officer and President

Lawrence
Wunderlich......................47   Chief Financial Officer

Frank
Vazquez ........................65   Chief Operating Officer

Yin
Chen............................43   Vice President of Research & Development


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.

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.

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.




                                       20
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our authorized  capital stock consists of  $300,000,000  shares of common stock,
par value $0.001 per share,  and 50,000,000  share of preferred stock, par value
$0.001 per share.  There were 125,377,370  share of common stock and no share of
preferred stock  outstanding as of March 16, 2006. Our common stock is traded on
the OTC Bulletin Board under the ticker symbol CYGX.

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.


Fiscal Year Ending December 31, 2004
Quarter 1                                                    $0.55         $0.94
Quarter 2                                                    $0.41         $0.80
Quarter 3                                                    $0.21         $0.45
Quarter 4                                                    $0.22         $0.81

Fiscal Year Ending December 31, 2005
Quarter 1                                                    $0.95         $0.43
Quarter 2                                                    $0.79         $0.46
Quarter 3                                                    $0.67         $0.34
Quarter 4                                                    $1.15         $0.44
================================================================================
Quarter 1 to March 31, 2006                                  $1.54         $0.72




STOCKHOLDERS

As of March 27, 2006 there were  approximately 651 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

All of our securities sold during 2005 have been either  previously  reported on
our Form  10-Qs  filed  with  the  Securities  and  Exchange  Commission  or are
described below.

On October 11, 2005 the Company issued  5,226,000  shares of common stock for an
aggregate cash price of $1,306,500 (or $0.25per share) 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 October 11, 2005 the Company  issued 50,000 shares of common stock.  Of these
shares,  50,000 were issued to an employees of the Company for  compensation for
an aggregate  price of $24,500 or an average of $0.49 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.

The Company issued  5,248,000 shares of common stock for an aggregate cash price
of $1,312,000 (or $0.25per share) in a private placement to accredited investors
pursuant to the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933 for  transactions  not involving a public  offering.  The
compensation for this stock was received in the 4th quarter of 2005.


                                       21
<PAGE>


<TABLE>

(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.

The  Company  issued  5,248,000  shares  of  common  stock  for a cash  price of
$1,312,000 (or $0.25per  share) in a private  placement to accredited  investors
pursuant to the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933 for  transactions  not involving a public  offering.  The
compensation for this stock was received in the 4th quarter of 2005.

ITEM 6. SELECTED FINANCIAL DATA
-------------------------------

The following selected financial data should be read in conjunction with Item 7.
"Management's  Discussion  and  Analysis  or  Plan  of  Operation"  and  Item 8.
"Financial Statements."

                                                                  As of December 31,
                                           2005           2004           2003           2002           2001
<S>                                                                             <C>                <C>

Net Revenues
                                    $      --      $      --      $  (184,891)   $     1,700    $         875
Research and development              1,724,317        831,472
                                                                      454,433        187,040        2,207,736
General and administrative            1,495,454      1,434,893
                                                                    1,213,783      1,386,218        1,548,509
Consulting Expense                      290,000         60,926
                                                                      415,868        816,947             --
Depreciation                             25,391         38,125
                                                                       38,445         40,699           63,465
Other Income/Expense                      2,037
                                                                           40          9,905          345,588
                                     -----------    -----------    ------------- -------------  -------------
Net loss
                                     (3,533,125)    (2,365,376)    (2,317,225)    (2,427,204)      (4,164,423)

Weighted Average number of common
  shares outstanding  basic and
  diluted                           $     (0.03)   $     (0.02)   $     (0.03)   $     (0.04)   $       (0.11)

Balance sheet data:
   Cash and Cash equivalents          1,307,965        453,235        257,236           --           15,688
    Working capital                     226,930       (586,518)      (339,865)      (658,561)        72,997
   Total assets                       1,509,948        524,693        353,958        101,329        972,111
   Total Liabilities                  1,102,427      1,039,753        597,202        666,755        899,814
   Shareholders' equity                 407,525       (515,060)      (243,242)      (565,426)      (541,313)
</TABLE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

FORWARD-LOOKING INFORMATION

This  report   contains   forward-looking   statements   regarding   our  plans,
expectations,  estimates and beliefs. Our actual results could differ materially
from  those  discussed  in, or implied  by,  these  forward-looking  statements.
Forward-looking   statements   are   identified  by  words  such  as  "believe,"
"anticipate,"  "expect,"  "intend,"  "plan,"  "will,"  "may," and other  similar
expressions. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements.  We have  based  these  forward-looking  statements  largely  on our
expectations.  Forward-looking  statements in this report  include,  but are not
necessarily limited to, those relating to:

      o  our intention to introduce new products,

      o  receipt  of any  required  FDA or  other  regulatory  approval  for our
         products,

      o  our expectations about the markets for our products,

      o  acceptance of our products, when introduced, in the marketplace,

      o  our future capital needs, and




                                       22
<PAGE>

      o  success of our patent applications.


Forward-looking  statements are subject to risks and  uncertainties,  certain of
which are beyond our control.  Actual results could differ materially from those
anticipated  as a result of the  factors  described  in the "Risk  Factors"  and
detailed in our other  Securities  and Exchange  Commission  filings,  including
among others:

      o  the effect of regulation by the FDA and other governmental agencies,

      o  delays in obtaining, or our inability to obtain, approval by the FDA or
         other regulatory authorities for our products,

      o  research and development  efforts,  including delays in developing,  or
         the failure to develop, our products,

      o  the  development  of  competing  or more  effective  products  by other
         parties,

      o  the results of pre-clinical and clinical testing,

      o  uncertainty of market acceptance of our products,

      o  problems that we may face in manufacturing, marketing, and distributing
         our products,

      o  our inability to raise additional capital when needed,

      o  delays in the  issuance  of, or the  failure  to  obtain,  patents  for
         certain of our products and technologies, and

      o  problems with important suppliers and business partners.

Because  of these  risks  and  uncertainties,  the  forward-looking  events  and
circumstances  discussed in this report or  incorporated  by reference might not
transpire.  Factors that cause actual results or conditions to differ from those
anticipated  by these and other  forward-looking  statements  include those more
fully described in the "Risk Factors" section and elsewhere in this report.

OVERVIEW

From our inception in 1995, we have devoted our resources  primarily to fund our
research and development efforts. We have been unprofitable since inception and,
other than limited interest and grant revenue,  we have had no material revenues
from the sale of products or from other sources,  and we do not expect  material
revenues for the foreseeable  future.  We expect to continue to incur losses for
the  foreseeable  future as we continue to expand our research  and  development
efforts and enter additional collaborative efforts. As of December 31, 2005, our
accumulated equity was $407,521.

RESULTS OF OPERATIONS

Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

For the year ended December 31, 2005, we reported a net loss of  $3,533,125,  or
less  than  $0.03 per  share,  and no  revenue  as  compared  with a net loss of
$2,365,376,  or less than $0.02 per share,  and no revenue for the twelve months
ended December 31, 2004.

Research and Development  Expenses.  Research and development expenses increased
to  $1,724,317  for the twelve  months  ending  December  31,  2005  compared to
$831,472 for the same period in 2004  primarily due to hiring of additional  R&D
employees  and  increased  research  activity.  Approximately  $673,000  of  the
increase is a result of the



                                       23
<PAGE>

increased  staff  and the  remaining  difference  of  220,000  results  from the
increased activity cost of antibacterial and DNA vaccine research.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased to $1,495,454 for the twelve months ending  December 31, 2005 compared
to $1,434,893  for the same period in 2004.  The increase is partially due to an
increase  in legal  fees of  $244,000  of which  $199,000  is due  primarily  to
increased  patent  attorney fees and  litigation  fees for the legal  proceeding
described in Part II, Item 3 above. An increase in staff along with increases in
officer salaries  contributed to an increase of $305,000 in payroll costs. These
costs  were  offset  by  a  decrease  in  third  party  investor  relations  and
advertising fees of approximately $489,000.

Consulting  Expenses.  Consulting  expenses  increase to $290,000 for the twelve
months ending  December 31 2005 compared to $60,276 for the same period in 2004.
This increase is primarily  attributed to a one year  consulting  contract where
Cytogenix engaged a firm to consult on various financial business matters.

Depreciation and Amortization  Expenses.  Depreciation and amortization expenses
decreased to $25,391 for the twelve months ending  December 31, 2005 compared to
$38,125  for  the  same  period  in 2004  primarily  due to  office  furnishings
purchased in previous years becoming fully depreciated in 2005.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations since inception  primarily  through equity sales
totaling $11,000,000,  and from grants and contract research funding of $200,000
from various  sources.  We expect to continue to incur losses as we continue and
expand our research and development  activities and related  regulatory work and
increase our  collaborative  efforts.  For 2006, we expect our  expenditures for
operations,  including our collaborative  efforts,  and our GMP facilities to be
approximately $6 to $7 million.  The increase  compared to 2005  expenditures is
expected to result from the purchase of  additional  building for  synthetic DNA
manufacturing   coupled  with  additional  production  staff  and  expansion  of
preclinical product development  efforts.  However, if need be in 2006, we could
reduce our  expenditures  because the vast  majority of our costs are  variable.
Those  estimated   expenditures   include  amounts   necessary  to  fulfill  our
obligations under our various  collaborative,  research and licensing agreements
during 2006.


Because  of the  cost  (up to  $1.7  billion)  and  timeframe  (up to 15  years)
traditionally  associated  with  developing a potential  drug or  pharmaceutical
product to where FDA approval for human sales is received, our business strategy
is to develop our products to initial Phase III human  clinical  trials and look
for third parties to fund  completion of  development  of the product and market
the  product  through  strategic  partnerships,   license  agreements  or  other
relationships.  We also look for  collaborative  and other efforts utilize other
technology  to increase  shareholder  value.  We currently  use this strategy to
limit the potential  cost we would incur in  developing a product.  Our expected
costs under our various contracts and for various drug development  products can
be  estimated  for the next  year or two,  but not much  beyond  that due to the
uncertainty  of clinical  trial  results  and  research  results  Because of the
various factors noted above and the expectation that, until we establish revenue
sources,  we will license to, or jointly develop our prospective  products with,
strategic  partners,  we review,  at least annually,  each research  program and
clinical trial, based on results and progress during the prior year and estimate
our needs for that  program or trial for the  coming  year,  making  adjustments
based on the progress of the program  during the year.  We do not set  long-term
development budgets or development schedules for bringing our products to market
or track our research costs on a product basis.


Our cash, cash equivalents  were $1,307,965 at December 31, 2005,  compared with
$453,235 at December 31, 2004. The increase of $854,730 was due primarily to net
proceeds  from a private  placement of  6,538,000  shares of its common stock at
$.25 per share. The sale closed December 31, 2005. The securities were sold in a
private  placement  to  accredited  investors  pursuant  to the  exemption  from
registration provided by Section 4(a) of the Securities Act of 1933.



                                       24
<PAGE>

<TABLE>


We do not expect any material revenues in 2006 from our business activities.  To
fund our operations in 2006 and beyond we will need to raise additional capital.
We will continue to look for opportunities to finance our ongoing activities and
operations through accessing corporate partners or the public equity markets, as
we currently have no credit facility, nor do we intend to seek one.


CONTRACTUAL PAYMENT OBLIGATIONS

The Company's off-balance sheet arrangements are limited to rents on its primary
facility.  These  off-balance  sheet  arrangements  are expensed as incurred.  A
summary of our  contractual  commitments and obligations as of December 31, 2005
is as follows:

                                                    PAYMENTS DUE BY PERIOD
<S>                                                                   <C>            <C>

CONTRACTUAL                                                                              2008 AND
OBLIGATION                  TOTAL          2005            2006            2007           BEYOND

GE Healthcare Contract  $  4,300,000   $     -        $   350,000     $   750,000    $  3,200,000
Operating leases        $    355,494   $   72,158     $    74,144     $    74,806    $    134,386

</TABLE>

Our future  expenditures and capital  requirements  depend on numerous  factors,
most of which are difficult to project beyond the short term, including, without
limitation,  the progress of our research and development programs, the progress
of our  pre-clinical  and  clinical  trials,  the time  and  costs  involved  in
obtaining regulatory approvals, the cost of filing,  prosecuting,  defending and
enforcing any patent claims and other  intellectual  property rights,  competing
technological and market  developments,  our ability to establish  collaborative
arrangements  and the terms of any such  arrangements,  and the costs associated
with  commercialization  of our products.  Our cash requirements are expected to
continue to increase each year as we expand our activities and operations. There
can be no  assurance,  however,  that we will ever be able to  generate  product
revenues or achieve or sustain profitability.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1 of Notes to Financial Statements included under Part II, Item 8.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations
are based upon our financial statements,  which have been prepared in accordance
with  accounting  principles  generally  accepted  in  the  United  States.  The
preparation  of these  financial  statements  requires us to make  estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses and related  disclosure of  contingent  assets and  liabilities.  On an
ongoing basis,  we evaluate our estimates,  including those related to valuation
of  investments,  long-lived  assets,  and  revenue  recognition.  We  base  our
estimates on  historical  experience  and on various other  assumptions.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.  We believe  the  following  critical  accounting  policies  and the
related  judgments  and  estimates  affect  the  preparation  of  our  financial
statements.


Long-Lived Asset Impairment
We regularly evaluate long-lived assets and certain identified intangible assets
for impairment in accordance  with Statement of Financial  Accounting  Standards
("SFAS")  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets,"  which  requires  us  to  review  our  long-lived  assets  and  certain
identifiable  intangible  assets for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an asset  might  not be
recoverable and exceeds its fair value.  Recoverability is assessed utilizing an
un-discounted cash flow analysis and if less then the carrying value is compared
to the fair value for assessing  impairment.  Based on this analysis, we did not
recognize an impairment on long-lived  assets during the year ended December 31,
2005. If circumstances related to our long-lived assets change, we may record an
impairment charge in the future.


                                       25
<PAGE>



RISKS RELATED TO SHARE OWNERSHIP

Our right to issue  preferred  stock and, our classified  Board of Directors may
delay a takeover  attempt  and  prevent or  frustrate  any attempt to replace or
remove the then current management of the Company by shareholders.

Our  authorized  capital  consists  of  300,000,000  shares of common  stock and
50,000,000  shares of  preferred  stock.  Our board of  directors,  without  any
further vote by the  shareholders,  has the authority to issue preferred  shares
and to determine  the price,  preferences,  rights and  restrictions,  including
voting and dividend rights, of these shares. The rights of the holders of shares
of common stock may be affected by the rights of holders of any preferred shares
that our board of directors may issue in the future.  For example,  our board of
directors  may allow the issuance of preferred  shares with more voting  rights,
higher dividend  payments or more favorable  rights upon  dissolution,  than the
shares of common stock or special rights to elect directors.

In addition,  we have a "classified"  board of directors,  which means that only
one-third of our directors are eligible for election  each year.  Therefore,  if
shareholders wish to change the composition of our Board of Directors,  it could
take at least two years to remove a majority of the existing  directors or three
years to change all  directors.  Having a classified  board of directors may, in
some cases,  delay mergers,  tender offers or other possible  transactions which
may be  favored  by some or a  majority  of our  shareholders  and may  delay or
frustrate  action by  shareholders to change the then current Board of Directors
and management.

Our stock price is volatile and may fluctuate due to factors beyond our control.

Historically,  the  market  price of our  stock  has  been  highly  volatile  as
reflected in the table in Part II, Item 5 of this report. The following types of
announcements  could have a significant impact on the price of our common stock:
positive or negative  results of testing and  clinical  trials by  ourselves  or
competitors;  delays in  entering  into  corporate  partnerships;  technological
innovations or commercial  product  introductions  by ourselves or  competitors;
changes in government  regulations;  developments concerning proprietary rights,
including  patents  and  litigation  matters;  public  concern  relating  to the
commercial value or safety of any of our products;  financing or other corporate
transactions; or general stock market conditions.

Further, the stock market experiences significant price and volume fluctuations.
These  fluctuations  have  particularly  affected  the  market  prices of equity
securities  of many  biopharmaceutical  companies  that are not yet  profitable.
Often,   the  effect  on  the  price  of  such   securities   is   unrelated  or
disproportionate  to the operating  performance of such  companies.  These broad
market fluctuations may adversely affect the ability of a shareholder to dispose
of his or her shares at a price  equal to or above the price at which the shares
were purchased.

The  significant  number of our shares of Common Stock  eligible for future sale
may cause the price of our common stock to fall.

We have outstanding  124,460,970  shares of common stock as of December 31, 2005
and all are or will be after the date of issuance  eligible  for sale under Rule
144 or are otherwise freely tradeable.

Our employees have been granted  options to buy a total of 35,004,000  shares of
common stock as of December 31, 2005. The options  granted have exercise  prices
between $.185 to $1.01 per share.  The issuance of the shares of common stock to
be issued upon exercise of these  options,  has not been  registered as December
31, 2005


We may issue  options to purchase up to an additional  996,000  shares of common
stock at December 31, 2005 under our stock option plans.

Sales of  substantial  amounts of shares into the public  market could lower the
market price of our common stock.

We do not expect to pay dividends in the foreseeable future.


                                       26
<PAGE>


We have never paid  dividends on our shares of common stock and do not intend to
pay dividends in the foreseeable  future.  Therefore,  you should only invest in
our common  stock with the  expectation  of realizing a return  through  capital
appreciation  on your  investment.  You should not invest in our common stock if
you are seeking dividend income.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------

As of December  31,  2005 have a  restricted  long-term  CD  investment  per the
litigation  matter  discussed in Note 8 to the financial  statements.  . Pending
appeal of this case  Cytogenix  has  established a long-term CD in the amount of
$115,500 to comply. This CD earns interest at a rate of 3.4% annually.















                                       27
<PAGE>



ITEM 8.  FINANCIAL STATEMENTS
-----------------------------

                           INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of CytoGenix, Inc. as of December
31,  2005 and 2004,  and the related  statements  of  operations,  stockholders'
equity (deficit),  and cash flows for each of the three years then ended and the
period from  February 10, 1995  (Inception)  through  December  31, 2005.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our  audits.  The  financial   statements  for  the  period  February  10,  1995
(inception)  through  December 31, 2002,  were audited by other  auditors  whose
reports  expressed  unqualified  opinions  on those  statements.  The  financial
statements for the period  February 10, 1995  (inception)  through  December 31,
2002,   include  total  revenues  and  net  loss  of  $2,575  and   $14,842,328,
respectively. Our opinion on the statements of operations,  stockholders' equity
(deficit),  and cash flows for the period February 10, 1995 (inception)  through
December 31, 2005,  insofar as it relates to amounts for prior  periods  through
December 31, 2002, is based solely on the report of other auditors.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of CytoGenix,  Inc. as of December
31, 2005,  and the results of its  operations and its cash flows for each of the
two years then ended and the period from February 10, 1995  (Inception)  through
December 31, 2005, in conformity with accounting  principles  generally accepted
in the United States of America.

As discussed in Note 2 to the  financial  statements,  the  Company's  recurring
losses from  operations and the need to raise  additional  financing in order to
satisfy its  vendors and other  creditors  and execute its  Business  Plan raise
substantial doubt about its ability to continue as a going concern. Management's
plans  as to these  matters  are also  described  in Note 2. The 2005  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/  Lopez, Blevins, Bork & Associates, LLP
-------------------------------------------
Lopez, Blevins, Bork & Associates, LLP
Houston, Texas
March 31, 2006





                                       28
<PAGE>


<TABLE>

<CAPTION>

                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY
                                 Balance Sheets

                                                                                              December 31,
                                                                                 ----------------------------------------
                                                                                        2005                 2004
                                                                                 -------------------   ------------------
<S>                                                                              <C>                   <C>

ASSETS

CURRENT ASSETS:
                                                                                                       $
     Cash                                                                        $        1,307,965               453,235

     Prepaid Expense                                                                         21,392                     -
                                                                                 -------------------   ------------------
                                                                                 -------------------   ------------------
           Total current assets                                                           1,329,357
                                                                                                                  453,235

Property and Equipment, net of $166,789 and $151,6490 accumulated
                                                                                 $                     $
     Depreciation for December 31, 2005 and December 31, 2004 respectively                   56,287                65,059

Deposits                                                                                      6,399                 6,399

Long-term investment - Restricted                                                           117,905                     -
                                                                                 -------------------   ------------------
           Total assets                                                          $        1,509,948    $
                                                                                                                  524,693
                                                                                 ===================   ==================

LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES:
    Accounts payable                                                             $          258,495    $         237,833
     Accrued expenses                                                                       843,932              801,920
                                                                                 -------------------   ------------------
           Total current liabilities                                                      1,102,427            1,039,753

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred stock, $.001 par value; 50,000,000 shares authorized,
       no shares issued and outstanding                                                           -                    -
    Common stock, $.001 par value; 300,000,000 shares authorized,
       124,460,970 and 109,204,339 shares issued and outstanding as of
       December 31, 2005 and December 31, 2004, respectively                                124,461              109,204

    Common stock, $.001 par value;  300,000,000  shares authorized,
       124,460,970 and 109,204,339 shares issued and outstanding as of
       December 31, 2005 and December 31, 2004, respectively                                124,461              109,204
    Additional paid-in capital                                                           23,971,086           19,530,637
    Treasury stock                                                                         (629,972)            (629,972)
    Deficit accumulated during the development stage                                    (23,058,054)         (19,524,929)
                                                                                 -------------------   ------------------
           Total stockholders' equity (deficit)                                             407,521             (515,060)
                                                                                 -------------------   ------------------

           Total liabilities and stockholders' equity (deficit)                  $        1,509,948    $         524,693
                                                                                 ===================   ==================

</TABLE>


See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements


                                       29
<PAGE>


<TABLE>

<CAPTION>

                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY
                            Statement of Operations



                                                                                            February 10, 1995
                                           YEAR ENDED       YEAR ENDED       YEAR ENDED    (Inception)Through
                                                2005              2004            2003       December 31,2005
                                           -------------    -------------    -------------    -------------
<S>                                                                          <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                   1,724,317          831,472          454,433        7,806,188
    General and administrative                 1,495,454        1,434,893        1,214,023       12,920,913
      Consulting Expense                         290,000           60,926          415,869        1,518,481
    Depreciation and amortization                 25,391           38,125           38,445          269,593
    Impairment expense                              --               --               --            345,588
    Equity in losses of joint venture               --               --               --             10,000
                                           -------------    -------------    -------------    -------------

Loss From Operations                          (3,535,162)      (2,365,416)      (2,307,663)     (23,053,081)


Other Income:
    Gain on sale of security                        --               --               --                881

      Interest Income                              2,405               40              243            2,686
      Loss on disposal of property of
         equipment                                  (368)            --             (9,805)         (10,173)
    Dividend income                                 --               --               --              1,633
                                           -------------    -------------    -------------    -------------
                                           $  (3,533,125)   $  (2,365,376)   $  (2,317,225)   $ (23,058,054)
Net Loss                                   =============    =============    =============    =============


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


Weighed average shares outstanding:
    Basic and diluted                        114,181,072      101,817,083       81,413,585
                                           =============    =============    =============

</TABLE>


See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements

                                       30
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                   Statement of Stockholders' Equity (Deficit)

                                                                         Additiona                                          Total
                                                  Common Stock           Paid in            Treasury    Retained        Stockholders
                                                                         Capital            Stock        Deficit          Deficit
                                          ------------   ------------   ------------    ------------    ------------    ------------
<S>                                                                     <C>             <C>             <C>             <C>

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           --              --           163,242
                                                                                                                            162,760
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)
                                         ------------   ------------   ------------    ------------    ------------    ------------


                                       33
<PAGE>


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                   Statement of Stockholders' Equity (Deficit)



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

Shares issued for cash, net fundraising     13,928,967         13,929      3,571,151           --              --         3,585,080
Shares issued for debt                         647,701            648           --             --           542,126
                                                                                                                            541,478
Shares issued for services                     679,963            680           --             --           328,500
                                                                                                                            327,820
Net loss                                          --             --             --             --        (3,533,125)     (3,533,125)
                                          ------------   ------------   ------------   ------------    ------------    ------------

BALANCE, December 31, 2005                 124,460,970   $    124,461   $ 23,971,086   $   (629,972)   $(23,058,054)   $    407,521
                                          ============   ============   ============   ============    ============    ============

</TABLE>













See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements



                                       34
<PAGE>


<TABLE>

<CAPTION>


                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                   February 10, 1995
                                                                                                  (Inception)Through
                                                          2005            2004            2003      December 31,2005
                                                     ------------    ------------    ------------    ------------
<S>                                                  <C>            <C>              <C>           <C>

OPERATING ACTIVITIES:
   Net loss                                            $ (3,533,125)   $ (2,365,376)   $ (2,317,225)   $(23,058,054)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                          25,391          38,128          38,445         266,218
      Impairment expense                                       --              --              --           345,588
          Loss on disposal of property & equipment              368            --             9,805          10,173
          Gain on long term investments - restricted
                                                                                             (2,405)         (2,405)
      Stock issued for services                             328,500         163,242         733,351       7,470,978
      Stock option expense                                     --              --           264,891
                                                                                                          2,062,193
      Equity in losses of joint venture                        --              --              --
                                                                                                             10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                   (21,392)         20,374         (12,160)
                                                                                                            (21,392)
              Deposits                                         --              --            (6,399)         (6,399)
         Accounts payable & accrued expenses                604,800         473,839          31,263       1,907,646
                                                       ------------    ------------    ------------    ------------
Net cash used in operating activities                    (2,597,863)     (1,669,793)     (1,258,029)   (11,015,454)
                                                       ------------    ------------    ------------    (11,015,454)


INVESTING ACTIVITIES:
   Purchase of property and equipment                       (16,987)        (12,964)        (45,358)       (303,266)
   Issue note receivable                                       --              --              --           (25,100)
     Investment in long-term CD
                                                           (115,500)           --              --          (115,500)
   Investment in joint venture                                 --              --
                                                                       ------------    ------------    ------------
                                                                                                            (10,000)
Net cash provided by used in investing activities          (134,487)        (12,964)        (45,358)    (453,866)
                                                                       ------------    ------------    ------------


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                  3,585,080       1,551,601       1,321,349      10,597,789
   Sale of common stock for exercised warrants                 --           348,000         224,000         796,999
   Loans from related parties, net                             --              --            (5,000)           --
   Contributions to capital                                    --              --              --           152,500
                                                       ------------    ------------    ------------    ------------
Net cash provided by financing activities                 3,585,080       1,899,030       1,540,349      12,777,285
                                                       ------------    ------------    ------------    ------------
NET CHANGE IN CASH                                          854,730         216,273         236,962
                                                                                                          1,307,965
CASH, beginning of period                                   453,235         236,962            --
                                                                       ------------    ------------    ------------
                                                                                                       ------------
CASH, end of period                                    $  1,307,965    $    453,235    $    236,962    $  1,307,965
                                                       ============    ============    ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                       $       --      $       --      $       --      $       --
                                                       ============    ============    ============    ============
                                                                                                       ------------
   Income taxes paid                                   $       --      $       --      $       --      $       --
                                                       ============    ============    ============    ============

NONCASH TRANSACTIONS:
   Common stock issued for debt                        $    542,126    $     31,289    $     95,814    $    805,219
   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



                                       35
<PAGE>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

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

Basis of Presentation

These financial statements are prepared in conformity with accounting principles
generally accepted in the United State of America.

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 and Cash Equivalents

Cash and 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.

Property and Equipment

Property and equipment is recorded at cost and  depreciation  is computed  using
the straight-line method over the useful lives of the assets. Major renewals and
improvements are capitalized;  minor  replacements,  maintenance and repairs are
charged to current operations.

Impairment of Long-lived Assets

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.


Research and Development

Internal research and development  costs are expensed as incurred.  Research and
development  costs include salaries and  personnel-related  costs,  supplies and
materials,  facility  costs,  depreciation  of  facility  property,  and outside
services required to conduct the preclinical development.

                                       36


<PAGE>


Income Taxes

The  asset  and  liability  approach  is used to  account  for  income  taxes by
recognizing  deferred tax assets and  liabilities  for the  expected  future tax
consequences of temporary  differences  between the carrying amounts and the tax
bases of assets and  liabilities.  CytoGenix  records a valuation  allowance  to
reduce the  deferred tax assets to the amount that is more likely than not to be
realized.

Earnings Per Common Share

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

Stock-Based Compensation

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

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

Recent Accounting Pronouncements

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.

In May 2005 the FASB issued FAS 154 which establishes retrospective applications
as the required  method for  reporting a change in  accounting  principle in the
absence  of  explicit  transition  requirements  specific  to the newly  adopted
accounting  principle.  FAS154 also provides  guidance for  determining  whether
retrospective  application of ca change in accounting principle is impracticable
and for reporting a change when retrospective application is impracticable.  FAS
154 is effective in fiscal years  beginning after December 15, 2005. The Company
does not expect the adoption of FAS 154 to  significantly  affect its  financial
condition or results of operations.






                                       37
<PAGE>



NOTE 2 - GOING CONCERN

CytoGenix has had negligible  revenues since  inception and none in the last two
year, has incurred losses totaling  $23,058,054 from inception  through December
31, 2005. Because of these conditions, CytoGenix will require additional working
capital to develop business  operations.  CytoGenix  intends to raise additional
working capital either through private placements,  public offerings and/or bank
financing.

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

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

NOTE 3 - PROPERTY

Property  consisted  of the  following  as of December 31, 2005 and December 31,
2004 respectively:


      Lab equipment                     5 years       $  104,635     $  114,514
      Office Furniture & Fixtures       3-7 years         57,759         56,461
      Office Equipment                  3-7 years         57,518         45,733
      Leasehold Improvements            Lease Term         3,167              -
      Less: accumulated depreciation                    (166,789)      (151,649)
                                                      ----------     ----------
      Net book value                                 $    56,287    $    65,059
                                                     ===========    ===========

Depreciation  expense totaled $25,391,  $38,125, and $38,445 for 2005, 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 taxes as
of December 31, 2005 and 2004 was $207,154 and $207,154,  respectively.  Accrued
bonus  compensation  per  employment  agreements was $395,946 as of December 31,
2005.








                                       38
<PAGE>



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
                         2005                      679,963              328,500

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
                         2003l                  31,662,784            1,321,349
                         2004                    8,715,191            1,551,601
                         2005                   13,928,967            3,585,080

In 2006,  restricted  common stock sold for cash was  consistently  sold through
private placement memorandums at a discount.  The difference between the selling
price and the fair market  value on the date sold was  approximately  $6,645,275
for the year.

STOCK ISSUED FOR DEBT:

In 2005, 647,701 shares were issued for debt totaling $542,126.  In 2004, 39,267
shares were issued for debt totaling $31,289.

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.





                                       39
<PAGE>



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, 2005,  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, 2005, and will expire
in the years 2010 through 2025.

Deferred income taxes consist of the following at December 31, 2005:

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


NOTE 8 - COMMITMENTS AND CONTINGENCIES

Commitments

CytoGenix  leases  office  facilities  under an operating  lease that expires on
December  31,  2009.  Rent  expense  was  $66,455 and $68,407 for 2005 and 2004,
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

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, 2005
$32,656 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, 2005, unbilled amounts under the SRA's
totaled approximately $0.

Per the  employment  agreements of the CEO, COO,  CFO,  Chief  Scientist and Lab
Manager a  severance  pay  obligation  for  early  termination  "without  cause"
provides for (a) lump sum cash payment  within 10 of termination an amount equal
to the  employees  base  salary for the  balance of the year of  termination;  a
prorata  portion  of the  incentive  bonus,  if any,  earned  plus  unreimbursed
expenses accruing to the date of termination.  In addition the CEO, COO, and CFO
agreement  stipulate a lump sum cash payment equal to the employee's annual base
salary  should  be paid  upon  termination.  The cash  obligation  if all of the
employee under this arrangement were to be termination on 1/1/06 could result in
a cash outflow of approximately $1.063 million.



                                       40
<PAGE>


The  Company has  entered an  agreement  with GE  Healthcare  Bio-Sciences  Corp
whereas GEHC will provide the Company  with DNA  production  reagents for use in
the manufacture of vaccines and therapeutic compounds. The Company has committed
under this  agreement to spending  $350,000 for the year ended December 31, 2006
with the option to purchase $750,000 in 2007, $1,200,000 in 2008, and $2,000,000
in 2009.



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.
The  Company  allowed  Phanuel to withdraw  from their  original  China  option,
applying the option fees towards the India  option.  Phanuel owed unpaid sums to
the Company  under the  remaining  India Option  Agreement  including a specific
payment due to purchase the Company's data they would need for submission to the
Indian authorities for approval.  Although the unpaid sums remained outstanding,
Phanuel  filed suit October 8, 2004  alleging the Company  withheld the data and
therefore breached the agreement. The suit has been dismissed on the merits from
the trial court with the Court's  granting of the  Company's  Motion for Summary
Judgment.  The Company dropped  itsCounterclaim  against Phanuel,  and Phanuel's
Motion for New Trial has been denied. Because Phanuel failed to file a Notice of
Appeal with the trial court within the permissible  time period,  this action is
final.



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

CytoGenix  filed a Declaratory  Judgment  action in February,  2004, to obtain a
finding of  nonliability  with respect to two old license  agreements for single
stranded DNA; 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 make any findings of liability,  nor 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
attorney's fees in the amount of $110,000. After receiving the trial transcript,
the  Company has  appealed  the  court's  judgment  and has filed the record and
appellant's brief in the Court of Civil Appeals.












                                       41
<PAGE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------


Not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES
---------------------------------

Disclosure Controls and Procedures

We carried out an evaluation,  under the supervision and with the  participation
of our management,  including our Chief Executive  Officer,  President,  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 as of December 31, 2005.  Based on that review,
the Chief Executive  Officer,  President,  and the Chief Financial  Officer have
concluded  that our disclosure  controls and  procedures  are effective,  in all
material  respects,  to ensure that information  required to be disclosed by the
Company in the reports it files or submits under the Securities and Exchange Act
of 1934 is recorded, processed, summarized, and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.

Internal Controls and Procedures

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange Act) during the Company's  fourth fiscal  quarter that have  materially
affected,  or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

ITEM 9B.  OTHER INFORMATION

None

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

Except for the  information  relating to Executive  Officers of the  Registrant,
which is included in Part 1, Item 4 of this Report, the information  required by
Item 10 of Form 10-K is incorporated herein by reference to the definitive proxy
statement for the Company's Annual Meeting of Shareholders to be held on May 24,
2006 (the "Proxy Statement").

The  Company  has not  adopted a Code of Ethics  that  applies to the  Company's
principal  executive officers,  the principal  financial officer,  the principal
accounting officer or the controller. No Code of Ethics has been adopted because
the Company and the board of  directors  chose to devote its working  capital to
the Company's  research and development  projects instead of reducing to writing
standards  designed to deter  wrongdoing and promote honest and ethical conduct.
The Board of  Directors  believes  that the  Company's  very  small size and the
limited number of personnel who are responsible for its operations make a formal
Code of Ethics unnecessary.







                                       42
<PAGE>

<TABLE>



ITEM 11. EXECUTIVE COMPENSATION.


The information required by Item 11 of Form 10-K is incorporated by reference to
the Company's Proxy Statement.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.


The  information  required  by Item 12 of Form  10-K is  incorporated  herein by
reference to the Company's Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


None.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.


The information required by Item 15 of Form 10-K is incorporated by reference to
the Company's Proxy Statement.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS

(A) (1) and (2)  Financial  Statements  and  Financial  Statement  Schedules See
"Index to Consolidated Financial Statements" on page F-1

 (A) (3) 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)

    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)

                                       43
<PAGE>


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

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

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

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

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

    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.
    10.11*                   --   Stock Option Plan(incorporated by reference to Annex I of the
                                  definitive proxy statement on schedule 14A filed with the
                                  Securities and Exchange Commission on
                                  June 17, 2005
    10.12*                   --   Supply Agreement dated March 22, 2006, between Cytogenix, Inc. and
                                  GE Healthcare
                                  Bio-Science Corporation (incorporated by reference to Exhibit 10 to
                                  the registrant's current report on Form 8-K filed with the
                                  Securities and Exchange Commission on March 28, 2006.
    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                     --   Certifications of Principal Executive Officer pursuant to Rule 13a-14(a)
                                   of the Securities Exchange Act of 1934, the "Act".
    31.2                     --   Certifications of Principal  Financial Officer pursuant to Rule
                                  13a-14(a) of the Act
    32.1                     --   Certifications of Principal  Executive Officer pursuant to 18
                                  U.S.C. Section 1350.
    32.2                     --   Certifications of Principal  Financial Officer pursuant to 18
                                  U.S.C. Section 1350.
</TABLE>

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

         (b) Reports on Form 8-K.

         None.

                                   SIGNATURES

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

                                  CYTOGENIX, INC.

                              By: /s/ Malcolm Skolnick
                                  --------------------------------------------
                                   MALCOLM SKOLNICK, PH.D.
                                  PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: April 17, 2006


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

 Date: April 17, 2006         By: /s/ Malcolm Skolnick
                                  --------------------------------------------
                                  MALCOLM SKOLNICK, PH.D.
                                  PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  (PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR)

                                       44
<PAGE>


Date: April 17, 2006           By: /s/ Raymond L. Ocamp0, Jr.
                                   --------------------------
                                   RAYMOND L.OCAMPO, JR.
                                   DIRECTOR


Date: April 17, 2006           By:  /s/ Frank Vazquez
                                    -------------------------
                                   FRANK VAZQUEZ
                                   DIRECTOR, EXECUTIVE VP



Date: April 17, 2006          By:  /s/ Scott E. Parazynski
                                   --------------------------
                                   SCOTT E. PARAZYNSKI
                                   DIRECTOR



Date: April 17, 2006          By:  /s/ Cy A. Stein
                                   --------------------------
                                   CY A. STEIN
                                   DIRECTOR


Date: April 17, 2006          By:  /s/ John J. Rossi
                                   --------------------------
                                   JOHN J. ROSSI
                                   DIRECTOR


Date: April 17, 2006          By:  /s/ Lawrence Wunderlich
                                  ---------------------------
                                   LAWRENCE WUNDERLICH
                                   CHIEF FINANCIAL OFFICER, CONTROLLER AND
                                   DIRECTOR (PRINCIPAL FINANCIAL AND
                                   ACCOUNTING OFFICER AND DIRECTOR)



                                       45
<PAGE>


EXHIBIT 31.1

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

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

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

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

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

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

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

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

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

Date: April 17, 2006

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


                                       46
<PAGE>

EXHIBIT 31.2
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Lawrence Wunderlich, Chief Financial Officer certify that:

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

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

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

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

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

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

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

Date: April 17, 2006

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



                                       47
<PAGE>


EXHIBIT 32


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


         In connection with the Annual Report of CytoGenix, Inc. (the "Company")
on Form 1O-K for the year ending  December 31, 2005 as filed with the Securities
and  Exchange  Commission  on the date  hereof  (the  "Report"),  I,  Malcolm H.
Skolnick, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

(1) The  Annual  Report  of  CytoGenix,  Inc.  on form  10-K for the year  ended
December 31, 2005 fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information  contained in such Annual Report of CytoGenix,  Inc. on Form
10-K fairly  presents,  in all material  respects,  the financial  condition and
result of operations of the Company.


/s/ Malcolm H. Skolnick
-----------------------
MALCOLM H. SKOLNICK
CHIEF EXECUTIVE OFFICER
APRIL 17, 2006





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<PAGE>


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


         In connection with the Annual Report of CytoGenix, Inc. (the "Company")
on Form 1O-K for the year ending  December 31, 2005 as filed with the Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  I,  Lawrence
Wunderlich,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

(1) The  Annual  Report  of  CytoGenix,  Inc.  on form  10-K for the year  ended
December 31, 2005 fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2) The information  contained in such Annual Report of CytoGenix,  Inc. on form
10-K fairly  presents,  in all material  respects,  the financial  condition and
result of operations of the Company.


/s/ Lawrence Wunderlich
-----------------------
LAWRENCE WUNDERLICH
CHIEF FINANCIAL OFFICER
APRIL 17, 2006


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