UNITED
STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549  FORM
10-K/ A AMENDMENT NO. 1  |X|
ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934  FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007  |_|
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 securities 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.  |_|   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 |X| Non-accelerated filer ||  Smaller reporting
company [  ]  Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).    Yes |_|
  No |X|  The
aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2007 (the last business day of the Registrants most
recently completed second fiscal quarter) was approximately $56,265,584.
 The number of outstanding shares of the Registrants Common Stock as of
the close of business on March 17, 2008was
146,660,968.                     2    EXPLANATORY NOTE  This Amendment No. 1 on Form 10-K/A (Form 10-K/A) to our
Annual Report on Form 10-K for the fiscal year ended December 31, 2007,
initially filed with the Securities and Exchange Commission (the Commission)
on April 15, 2008 (the Original Filing), is being filed to include information
required by Items 10, 11, 12, 13 and 14 under Part III. This information is
being included in this Form 10-K/A because our definitive proxy statement will
not be filed within 120 days after the end of our 2007 fiscal year. Reference to
our proxy statement on the cover page of this Form 10-K/A has been deleted and
information with respect to the outstanding number of common shares on the cover
page of this Form 10-K/A has been updated.  In addition, pursuant to the rules of the Commission, Item 15
of Part IV of the Original Filing has been amended to contain certifications as
of a current date from our Chief Executive Officer and Chief Financial Officer,
as required by Section 302 of the Sarbanes-Oxley Act of 2002. The
certifications of our Chief Executive Officer and Chief Financial Officer are
attached to this Form 10-K/A as Exhibits 31.1 and 31.2, respectively.  All references to we, us, and our, or the Company in this
Form 10-K/A mean CytoGenix, Inc  Except for the foregoing amended information, the original filing
continues to describe conditions as of the date of the Original Filing, and we
have not updated the disclosures contained herein to reflect events that
occurred at a later date.                   3    CYTOGENIX, INC. FORM
10-K/A INDEX   PART
III  Item
10. Directors
and Executive Officers and Corporate Governance........  5  Item
11. Executive
Compensation .10  Item
12. Security
Ownership of Certain Beneficial Owners and Management And
Related Stockholder Matters .. 18  Item
13. Certain
Relationships and Related Transactions .. 19  Item
14. Principal
Accountant Fees and Services ..... 19   PART
IV  Item
15. Exhibits,
Financial Statement Schedules and Reports... 20  Signatures
. 21                            4    PART III   ITEM
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  DIRECTORS, EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES OF THE
COMPANY.  Set
forth below are the names, ages as of March 31, 2008 and titles of the persons
currently serving as Director, Executive Officers and Significant Employees of
the Company:  NAME
AGE
TITLEMalcolm H Skolnick
72
Chief Executive Officer, President and Director
Term of office 2006-2009Greg S. Taylor
48
Chief Financial OfficerCindee Ewell
53
Vice President of Legal AffairsYin Chen
45
Vice President
of Research & DevelopmentXin-Xing Tan
38
Senior Research
ScientistFrederic Kendirgi
37
Senior Research
ScientistScott E. Parazynski, M.D.
48
Director
Term of Office:
2006-2009Cy A. Stein, M.D., Ph.D.
55
Director
Term of Office:
2007-2010John J. Rossi, Ph.D.
61
Director
Term of Office:
2004-2008Raymond L. Ocampo, Jr.
55
Director
Term of Office:
2004-2008   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 M.S. and Ph.D. degrees in physics
from Cornell University and a J.D. from the University of Houston.  Dr.
Skolnick has conducted basic science and clinical research and is a patented
inventor.  He is licensed to practice law in Texas and is a registered
patent attorney.  He has practiced intellectual property law, been active
in  5    technology transfer and licensing activities and serves on the
Boards of  Southwest Health Technology Foundation, Citizens League for
Environmental Action Now (CLEAN), and Frank Evans Center for Conflict Resolution
and Responsible Community Designs (a private company).  MR.
GREG S. TAYLOR was appointed CFO effective on September 1, 2007 and holds the
position of Vice President of Finance and Administration.  Mr. Taylor has
served as Managing Director of Monterey Capital Partners, a private equity
investment firm from 1996 to the present. From 2003 to 2005, Mr. Taylor was Vice
President of Finance and Business Administration, Chief Financial Officer, at
the College of Biblical Studies. Previously he served as a Vice President with
the investment banking division of Sumitomo Trust and Banking and with Bunker
Hill Associates, a merchant-banking firm. Mr. Taylor began his career as a CPA
with Ernst and Whinney, a national public accounting firm and received a
Bachelor of Business Administration and a Masters of Taxation both from Baylor
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 Kansas City, MO as senior research
scientist and then CytoGenix, as chief research scientist in February 2000.
 He is one of co-inventors of the Companys proprietary ssDNA expression
systems.  He was appointed as Chief Scientific Officer and Vice President
of Research and Development on November 7, 2001 and is Executive Secretary of
the Scientific Advisory Committee.  DR.
CINDEE EWELL brings a combination of scientific, legal,  and intellectual
property experience that is critical to securing and maintaining the legal
protection of the technology as well as our Company agreement with outside third
parties.  Dr. Ewell holds a Bachelor  of Science  degree from
 Cornell  University,  a Doctor of  Philosophy degree from
the  University  of Texas Health  Science  Center at
Houston, a Juris Doctorate from South Texas College of Law, and has over seven
years of post-doctoral experience working in the Department of Cell Biology at
Baylor College of Medicine. Dr. Ewell initially worked in the biotechnology
industry as a microbiologist and then moved on into academics where she worked
more as a cellular molecular biologist. Her legal expertise includes
approximately three years law firm experience where she worked with large
pharmaceutical and chemical clients in the areas of patent prosecution and
freedom to operate.  DR. XIN
XING TAN joined the Company on October 1, 2002 as a Senior Research Scientist.
 His responsibilities and expertise lay in the areas of DNA/RNA
manipulation,  cDNA library screening, gene  expression regulation and
 Photosystem II protein complexes.  Dr Tan graduated from Wuhan
University in Wuhan, P.R. China.  He attained his doctorate in biochemistry
at the Chinese Academy of Sciences. Following graduation he maintained a
position as an NIH Postdoctoral Fellow at Rice University before joining
CytoGenix, Inc.  DR.
FREDERIC KENDIRGI  is a Senior Research Scientist bringing broad experience
in  eukaryotic gene expression as well as developing assays for
 protein  detection/function and  expression  vectors in
eukaryotic  systems.  Dr. Kendirgi earned his M.Sc. in  6    Virology and Immunology in 1995 from the University of
Quebec/INRS-Institut Armand-Frappier, Canada, and his Ph.D. in Biochemistry and
Molecular Biology in 2000 from the University of Calgary, Canada. Following 4
years of postdoctoral studies in Cell biology at Washington University and
Vanderbilt University. He is co-inventor of the synDNA technology
and oversees manufacturing operations as well as the synDNA vaccine
platform.  SCOTT
E. PARAZYNSKI, M.D.  Dr. Parazynski is a graduate of Stanford University
and Stanford Medical School and pursued clinical training at the Brigham and
Women's  Hospital (Boston, MA) and emergency  medicine  residency
 training in Denver, CO. He has published articles in the field of space
physiology and has expertise in human adaptation to stressful environments.
 Dr.  Parazynski is a member  of  the  Aerospace
Medical   Association, the American  Society  for
Gravitational  and Space Biology and has  received  numerous
 special  honors, including the National Institutes of Health
Pre-doctoral Training Award in Cancer Biology, NASA Graduate Student
Researcher's Award and Research Honors Award from Stanford Medical School. Dr.
Parazynski has been an astronaut since 1992 and has logged over 262 hours in
space.  He first flew in 1994 on the Atmospheric Laboratory for
Applications and Science (ATLAS-3) mission, which was part of an on-going
program to determine the Earth's energy balance and atmospheric change over an
11-year solar cycle.  During this mission, he and his crewmates also
evaluated the Interlimb Resistance Device, a free-floating exercise he developed
to prevent musculoskeletal atrophy in microgravity.  CY A.
STEIN, M.D., PH.D.  Dr. Stein is currently Professor of Medicine, Urology
and Molecular Pharmacology in the Oncology Department of Albert Einstein College
of Medicine, New York. In addition to his clinical and faculty activities, he is
co-editor-in-chief of Oligonucleotides, sits on seven editorial advisory boards,
serves on eight scientific advisory boards and is an ad hoc reviewer for
numerous peer reviewed journals.  He has authored 115 peer reviewed journal
articles.  He has written 75 book chapters, reviews and editorials, and he
holds 13 patents issued and a patent pending.  He attended Brown University
(BA), Stanford University (PhD in Organic Chemistry), Albert Einstein College of
Medicine (MD), and New York Hospital-Cornell Medical Center (Internship and
Residency in Internal Medicine). Dr Stein was a Clinical Associate and Senior
Staff Fellow at The National Cancer Institute, Bethesda, Maryland.  JOHN J.
ROSSI, PH.D., Associate Director for Laboratory Research, City of Hope
Comprehensive Cancer Center.  Dr. Rossi began his employment with City of
Hope (COH) in 1980 as an assistant research scientist in the Department of
Molecular Genetics.  He was promoted to chairman of the Division of Biology
in 1992.  In 1993, COH bestowed  its highest  honor upon him by
naming him to its Gallery of Medical and  Scientific  Achievement
 for his  pioneering  work at the molecular level in the battle
 against AIDS and other major  diseases.  In 1998, Dr. Rossi was
appointed as the Dean of the City of Hope Graduate School of Biological
Sciences. Dr. Rossi is an expert in ribozymes (molecular scissors).  One of
his most notable projects is in the area of ribozyme research in AIDS.  He
led the research team that first suggested applying ribozymes to treat HIV. His
research in molecular genetics and microbiology has resulted in eight patents
being granted and has served as the basis for more than 120 scientific papers.
Dr. Rossi received his bachelor's degree from the University of New Hampshire
and earned his doctorate at the University of Connecticut.  Prior to his
working at COH,  7    Dr. Rossi completed four years of post Ph.D. training at Brown
University in Providence, Rhode Island.  RAYMOND
L. OCAMPO JR.  has served as President and Chief Executive Officer of
Samurai Surfer LLC, a private consulting and investment company, since April
2004. Since 1997 Mr. Ocampo has been a member of the board of directors of
several companies and is currently a member of the board of directors of
Intraware, Inc., Keynote Systems, Inc. and PMI Group, Inc.  Mr. Ocampo
co-founded the Berkeley Center for Law & Technology and served as Executive
Director from August 1997 through December 1999.  He was Senior Vice
President, General Counsel and Secretary at Oracle Corporation from September
1990 until his retirement in November 1996.  Mr. Ocampo joined Oracle in
July 1986 and held various senior and executive positions with Oracle until
retirement.   Before joining Oracle, Mr. Ocampo was in the private
practice of law for ten years at several law firms in San Francisco, California.
 He was the 2001-02 Chair of the American Bar Association's Section of
Science & Technology Law and a past chair of numerous ABA committees
involving technology. He is the author and co-author, respectively, of
Surfing the Law and Technology Tsunami and Negotiating and Drafting
Software Consulting Agreements.  Mr. Ocampo is a graduate of UCLA and
Boalt Hall School of Law at U.C. Berkeley.  CORPORATE
GOVERNANCE  The
Company has adopted a Code of Business Conduct and Ethics that applies to all of
the Companys officers, directors and employees, including our principal
executive officer, principal financial officer and principal accounting officer.
 The Companys Code of Business Conduct and Ethics covers all areas of
professional conduct including, but not limited to, conflicts of interest,
disclosure obligations, insider trading, confidential information, as well as
compliance with all laws, rules and regulations applicable to the Companys
business.  If the Board adopts an amendment to the Companys Code of
Business Conduct and Ethics (other than technical, administrative, or other
non-substantive amendments) that applies to any of the Companys executive
officers (including the principal executive officer, principal financial officer
and principal accounting officer) or directors, the Company will post such
information on its website.  A copy
of the Companys Code of Business Conduct and Ethics is posted on its website at
www.cytogenix.com.  To obtain a copy of the Companys Code of Business
Conduct and Ethics, without charge, any person may submit a written request to
the Company, c/o Corporate Secretary, CytoGenix, Inc., 3100 Wilcrest, Suite 140,
Houston, Texas 77042.  MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS  During
the fiscal year ended December 31, 2007, the Board of Directors held 13
meetings. Each director participated in at least 75% of the meetings of the
Board of Directors.  The Board of Directors established an independent
Corporate Governance Committee (CGC), which comprises three outside directors:
Raymond L. Ocampo Jr., John J. Rossi and Scott E. Parazynski, and fulfills the
normal duties of typical audit, compensation and nominating committees.
 The Company relies upon the CGC for financial governance as contemplated
by the Securities and Exchange Commission rules and regulations.  8     The
Company also established a Special Committee comprising independent directors,
Raymond L. Ocampo Jr. and John J. Rossi, to investigate a Sarbanes Oxley (SOX)
complaint filed in January 2007 by former chief financial officer, Lawrence
Wunderlich.  The Special Committee hired independent outside counsel,
Christopher Bebel, to conduct an independent investigation of the allegations
made in the complaint.  The investigators findings were summarized in a
Final Report submitted to the SEC in June of 2007, finding no evidence to
support the allegations.  This committee has completed its investigation
and is no longer active.  The
Company has not yet adopted a written procedure for the review of Related Party
Transactions.  The Board of Directors was responsible in 2007 for reviewing
transactions, series of transactions or proposed transactions involving the
Company and a related person, which includes our executive officers and
directors, or any member of his or her immediate family.  The CGC will
begin reviewing such transactions in 2008.  Examples of the types of
transactions reviewed include payments made by the Company directly to a related
person (other than in their capacity as a director or employee) or to an entity
in which the related person serves an officer, director, employee or owner, and
any other transaction where a potential conflict of interest may exist.
 Any transactions identified are evaluated based on the requirements as set
forth in Item 404 of Regulation S-K of the rules of the Securities &
Exchange Commission. The Board of Directors has conducted the review procedure
with respect to the year ended December 31, 2007 and has determined that there
are no reportable related party transactions.  The
Board determines the independence of directors based upon a review by the Board.
 No director is determined to be independent unless the Board has
determined that neither the director nor an immediate family member of the
director has had any direct or indirect material relationship with the Company
within the last three years.  The guidelines used by the Board to determine
the material relationship are from the NASDAQ independence standards listed at
www.nasdaq.com, select Corporate NASDAQ Manual Online, Rule 4200.  Using
these standards, the Board of Directors has determined that all of the current
directors, other than Drs. Skolnick and Stein, are independent.  Director Cy Stein was found not to be independent due to his
direct relationship through a consulting agreement with the Company during 2006
and 2007. Under Dr. Stein's consulting agreement, he was paid a fee of $3,000
per month plus travel reimbursements for a period of six-months ending in March
2007.  The
Board of Directors does NOT have an independent nominating committee, audit
committee, or compensation committee. Instead, the CGC was established to
address the typical duties of all three committees and to provide general
governance to Company matters.  It is comprised solely of independent
directors, but due to the Boards small size, all directors contribute to the
selection and evaluation of director candidates.  The
Board of Directors does not have a formal policy for evaluating nominees with
regard to consideration of director candidates recommended by shareholders, but
will consider any such recommendation that is properly submitted to the Board of
Directors according to the procedures described below.  The Company does
not pay a fee to any  9    third party to identify, evaluate or assist in identifying or
evaluating potential nominees to the Board of Directors.  Shareholders who wish to recommend director candidates to the
Board of Directors or who wish to communication with the Board of Directors for
any other reason may send a letter addressed to the individual director at:  CYTOGENIX,
INC., 3100 Wilcrest, Suite 140, Houston, Texas  77042  A copy of the
communication will be forwarded to each of the five individual directors.  The
Company encourages each member of the Board of Directors to attend the Annual
Meetings of Shareholders. Dr. Skolnick was the only director in attendance at
the 2007 Annual Meeting of Shareholders.  SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE  Section
16(a) of the Exchange Act requires the Company's directors, executive officers
and persons who own more than 10% of a registered class of the Company's Common
Stock to file initial reports of ownership and changes in ownership with the SEC
and to furnish the Company with copies of all Section 16(a) forms they file.
 The Company believes that all filings required to be made under Section
16(a) were timely made other than a Form 3 for Greg Taylor, CFO.  ITEM
11. EXECUTIVE
COMPENSATION  COMPENSATION
DISCUSSION AND ANALYSIS  This
Compensation Discussion and Analysis explains the material terms, principles and
objectives of the Companys compensation arrangements for the Companys Chief
Executive Officer and other executive officers.  In
2007, most compensation decisions were made by the Board of Directors prior to
formation of the CGC.  The Board of Directors believes that the ability to
attract and retain qualified executive and non-executive officers and to provide
appropriate incentives is an essential strategy for the long-term success of the
Company.  The
compensation plan for 2007 was designed to provide significant incentive
compensation opportunities in addition to competitive salaries, which was
designed to aid in the retention of executive officers and other significant
employees.  The plan was intended to link individual employee objectives
with overall company strategies and goals for 2007, and to reward executive
officers and significant employees for their individual contributions to
achieving those goals.  The Board of Directors uses compensation and
performance data from comparable companies in the biopharmaceutical industry to
establish market competitive compensation and performance standards for Company
executives. In 2007, compensation recommendations were initiated by the
President, presented to the Board of Directors, and considered by the Board in
concert with the individuals potential contribution and the perceived need by
the Company.  10     Compensation paid to executive officers and other significant
employees during 2007 consisted of base salaries, stock as well as stock option
incentives.  The Board of Directors may award future discretionary bonuses
based on its assessment of management performance and the overall performance of
the Company.  COMPENSATION
PROGRAM DESIGN  (1)  Base
Salaries  Base
salaries are designed to reward core competence for each executive's position at
the Company. The amount of the base salary paid to each executive officer was
determined by evaluating the competitive marketplace, the scope of each
individual's responsibilities, the planned and past performance of the Company,
and subjective measures of each individual's performance. The recommendations
were compiled using information from BioWorld Executive Compensation Report.
This report contains comparative date of the proxy statements of 225 public
biotechnology companies of compensation packages for the top five senior
executive management positions. The Company's President chose those companies
that are most similar to CytoGenix, particularly those in the same market
capitalization range as reference points.  The base salaries paid in 2007
to the Named Executive Officers (as defined below) were unanimously approved by
the Company's four non-employee directors based on the recommendation of the
Company's President.  Chief Executive Officer (CEO) Compensation. The base salary
paid to the CEO was determined by the Board of Directors by evaluating the
competitive marketplace, the scope of his responsibilities, the planned and past
performance of the Company, and, to a certain extent, subjective measures of
performance.  In 2007, Dr. Skolnick repaid $68,000 of the funds paid to him
in 2006 as partial payment for a bonus he became eligible for in 2005 in his
capacity as President of the Company. Dr. Skolnick repaid this entire amount in
2007 via payroll deduction, and also agreed to voluntarily forego payment of
$150,000 of his base salary in order for those funds to be used to pay other
Company expenses.  Chief Financial Officer (CFO) Compensation.  The base
salary paid to the new CFO was determined by the CEO and the Board of Directors
by evaluating the competitive marketplace, the scope of responsibilities,
background experience, certification and educational level, and prior
performance while under contract as a Consultant for the Company.  The
CFOs base salary of $180,000 per annum was determined when the role was assumed
in September 2007.  Chief Scientific Officer (CSO) Compensation.  The base
salary paid to the CSO was determined by the CEO by evaluating the competitive
marketplace, the scope of his responsibilities, the background experience and
educational level, invention achievements, and to a certain extent, subjective
measures of performance and loyalty.  The CSO base salary was determined in
March, 2000 and increases have been granted by the CEO based on performance and
achievements.    11    (2)
  Stock Options  As of
March 28, 2008, stock options to acquire 24,286,000 shares of Common Stock had
been granted to the Company's employees under the CytoGenix, Inc. 2003 and 2005
employee Stock Option Plans.  As of the same date, 11,714,000 shares of
Common Stock under the plans remain available for future awards.  The
purpose of long-term awards, currently in the form of stock options, is to align
the interests of the executive officers and other employees with the interests
of the shareholders. Additionally, long-term awards offer employees an incentive
for the achievement of superior performance over time and also foster the
retention of key management personnel.  The Board of Directors favors the
granting of equity-based awards over cash compensation for such reasons and
believes that granting stock options better motivates executive officers and
others to exert their best efforts on behalf of the Company and the
shareholders. In determining annual stock option grants, the Board of Directors
bases its decision on the individual's performance and potential to improve
shareholder value. The Board of Directors, upon the recommendation of the CEO,
granted in 2007 stock options to acquire 3,400,000 shares of Common Stock to the
CFO.  (3)
 Restricted Stock  The
Company also grants periodic awards of restricted stock to executives for their
performance and dedication to the objectives of the Company.  The Board of
Directors, upon the recommendation of the CEO, granted in 2007 a restricted
stock award to acquire 500,000 shares of Common Stock to the CFO.  EXECUTIVE
EMPLOYMENT AGREEMENTS  The
Company uses employment agreements only in very select cases, generally when it
is necessary to secure the services of an existing or a newly hired executive.
As of April 28, 2007, the Company has only two employment agreements; one with
President and CEO, Malcolm Skolnick, which became effective January 1, 2005, and
the other with the Vice President of Finance and Administration and CFO, Greg
Taylor, which became effective September 1, 2007. The Company holds letter
agreements with each of its other executive officers outlining the terms of
their employment and the elements of their compensation.  Each of these
letter agreements follows our standard employment offer template, and provides
for employment at will.  (1)
 Post-Termination Compensation Provisions  The
CEOs and CFOs employment agreements provide for change-in-control payments.
The rationale for this is to protect the executive in the event of a
change-in-control of Cytogenix as a cautionary measure since these individuals
are most likely to lose their jobs as a result of redundancy in executive
positions. Change-in-control is defined in the employment agreement as:  (i) The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not
stockholders of the Company immediately prior to such merger, consolidation or
other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the  12    voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or  indirect parent
corporation of such continuing or surviving entity; provided, however, that any
financing in which the Company shall issue and sell shares of its capital stock
or securities convertible into equity securities of the Company shall not
constitute a change in control even if person who were not stockholders of the
Company immediately prior to such financing own immediately after such financing
50% or more of the voting power of the Company outstanding securities; or (ii)
The sale, transfer or other disposition of all or substantially all of the
Company's assets or capital stock.  Upon a
change-in-control, the Company's CEO and CFO would receive, (assuming the
change-in-control occurred on December 31, 2008): (i) Two times his base salary ($780,000) and ($360,000),
respectively, (ii) Accrued vacation pay at the time of termination (maximum
amount of $15,000 each), and (iii) Cobra or equivalent of other replacement medical and dental
insurance for a period of 12 months, which has an approximate value of $7,200
each.  (2)
 Severance Package  The
CEOs and CFOs employment agreements also contain a provision for a severance
payment for termination of the executive for any reason other than cause or
permanent disability, or if the executive voluntarily resigns following a
constructive termination. According to the agreements, the severance pay for the
Company's CEO and CFO would be, assuming termination occurred on December 31,
2008: (i) An amount equal to his annual base salary ($390,000) and
($180,000), respectively, payable at termination, (ii) Accrued vacation pay at the time of termination (maximum
amount of $15,000 each), and (iii) Cobra or equivalent of other replacement medical and dental
insurance for a period of 12 months, which has an approximate value of $7,200
each.  REPORT OF THE
BOARD OF DIRECTORS REGARDING COMPENSATION  The
Board of Directors has reviewed and discussed the Compensation Discussion and
Analysis set forth above with management and, based on the review and
discussions, it is recommended by the Board that the Compensation Discussion and
Analysis be included in this document.  This report is
submitted by the members of the Board of Directors: Malcolm
H. Skolnick, Chairman Scott
E. Parazynski Cy
A. Stein John
J. Rossi Raymond
L. Ocampo, Jr.      13    SUMMARY
OF EXECUTIVE COMPENSATION FOR 2007  The
following table sets forth information for the years ended December 31, 2007 and
2006 regarding the compensation of the President and Chief Executive Officer,
the Chief Financial Officer, and other executive officers of the Company.   Executive
Name and Principal
Year
Base Salary ($)
Bonus
($)
Stock Awards4 ($)
Options
Awards4
($)
All Other
Compensation
($)
Total

($)Malcolm Skolnick,
President, CEO and Chairman to the
Board1
2007
2006
240,000
390,000
-
-
-
-
-
-
-
-
176,000
390,000Greg Taylor,
Vice President of Finance, CFO and
Treasurer2
2007
2006
54,000
-
-
-
150,000
-
439,620
-
52,400
-
696,020
-Pam Schertz,
Interim CFO
and Controller3
2007
2006
106,394
13,750
-
-
-
-
-
-
-
61,041
106,394
74,791Yin Chen,
Vice President of Research and Development and
CSO
2007
2006
137,500
125,104
-
-
-
-
-
-
-
-
137,500
125,104 (1) Of the $240,000, Dr. Skolnick has not
yet been paid $64,000 to which he is entitled as compensation for his employment
by the Company in 2007. (2) Greg Taylor became chief financial
officer in September 2007. All other compensation represents amounts paid to Mr.
Taylor as a Consultant to the Company prior to joining the Company. (3) Pam Schertz became Interim Chief
Financial Officer in December 2006, holding that appointment until September
2007.  All other compensation represents salary paid to Ms. Schertz as
Controller of the Company in 2006. (4) Represents the dollar value recognized
in the indicated year as compensation expense for financial statement reporting
purposes of restricted shares and options awarded in that year or earlier.
 See Note 10  STOCK OPTIONS AND WARRANTS, to our Notes to Consolidated
Financial Statements for a description of the assumptions made in the valuation
of the restricted shares and options. Options to acquire 3,400,000 shares of
common stock were granted to Greg Taylor on November 12, 2007 under the 2003
Stock Option Plan.  As of December 31, 2007, approximately one-third of
these options had vested.  The fair value of the stock award was determined
by the closing price of $0.30 per share on August 31, 2007, the date the
employment agreement was executed.           14    GRANTS
OF PLAN-BASED AWARDS  The
following sets forth information regarding the grants of stock options in 2007
to our named executives.1  Executive
Name and Principal
Grant Date
All Other Stock Awards: Number of Shares of Stock
or Units (#)
Number of Underlying Options
(#)
Exercise Value ($/Share)
Grant Date Fair Value of Stock and Option Awards
($)3Greg Taylor,
Vice President of Finance, CFO and
Treasurer2
Nov 12, 2007
500,000
3,400,000
$0.27
$1,029,240 (1) These columns show the awards under the
2003 Stock Option Plan as described in the section "Stock Options" in the
Compensation Discussion and Analysis.  The dollar amount recognized by us
for these awards in 2007 is shown in the Summary Compensation Table in the
column entitled "Option Awards," and their valuation assumptions are referenced
in footnote 4 of that table. (2)  The exercise price per share of
$0.27 is the closing price of the Company's common stock on the OTC Bulletin
Board at the date of the option grant. (3) The fair value for options was
determined using the Black-Scholes option pricing model at the grant date using
the following assumptions: dividend yield of 0%, expected volatility of 86% -
250%, risk-free interest rate of 4.5% and expected life of 10 years.  The
fair value of the stock award was determined by the closing price of $0.30 per
share on August 31, 2007, the date the employment agreement was executed.                     15    OPTIONS
HELD AT YEAR END  The
following presents information concerning outstanding equity awards held by the
named executive officers as of December 31, 2007.  OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END  Option AwardsNamed Executive
Number of Securities Underlying Unexercised Options
(#) Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable
Option Exercise Price ($/share)
Option Expiration DateMalcolm Skolnick,
President, CEO and Chairman to the Board
5,000,000
3,600,000
260,000
-
-
130,0002
$0.25
$0.70
$1.01
06/26/13
01/29/15
02/28/16Greg Taylor,
Vice President of Finance, CFO and Treasurer
1,133,333
2,266,6671
$0.27
09/12/17Pam Schertz,
Interim CFO
and Controller
-
-
-
-Yin Chen,
Vice President of Research and Development and
CSO
1,500,000
1,250,000
123,333
-
-
61,6672
$0.25
$0.70
$1.01
06/26/13
01/29/15
02/28/16 (1) The options were granted pursuant to
the CytoGenix, Inc. 2003 Stock Option Plan vesting over a two year period, with
one-third of the awarded options vesting at the date of grant, another one-third
on the first anniversary of the grant date and another one-third on the second
anniversary of the grant date. (2) The options were granted pursuant to
the CytoGenix, Inc. 2005 Stock Option Plan vesting over a two year period, with
one-third of the awarded options vesting at the date of grant, another one-third
on the first anniversary of the grant date and another one-third on the second
anniversary of the grant date.   16     SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.  The following table
sets forth certain information with respect to our equity compensation plans as
of December 31, 2007:  EQUITY
COMPENSATION PLAN INFORMATION  Name of Option Plan
Number of Securities to be Issued upon Exercise of
Outstanding options
Weighted Average Exercise Price of outstanding
options ($/share)
Number of Securities remaining available for future
issuance (excluding those in first column)12003 Non-Qualified Stock Option Plan
12,808,333
$0.44
2,925,0002005 Non-Qualified Stock Option Plan
8,757,333
$0.83
8,789,000 (1)  Excludes securities to be issued upon the
exercise of outstanding options, warrants and rights.  COMPENSATION OF
DIRECTORS  The
Company pays directors who are not employees of the Company $40,000 per year for
attending Board of Director meetings which primarily comprises cash
compensation, but has at times included compensation with 144 restricted stock.
 The Board of Directors may also make discretionary option grants to its
non-employee directors under the Company's 2003 and 2005 Stock Option Plans.
 In 2007, we provided the following annual compensation to directors who
are not employees. The following information outlines outstanding equity awards
held by the Non-Management Directors as of December 31, 2007.  CompensationNamed Director
Year Earned
Cash ($)
Stock Awards
Options
Total Earnings ($)Raymond L. Ocampo Jr.
2007
20,000
20,000
0
40,000Scott E. Parazynski, MD
2007
20,000
20,000
0
40,000John J. Rossi, PhD
2007
20,000
20,000
0
40,000Cy A. Stein, MD, PhD
2007
29,0001
20,000
0
49,0001 (1)  Includes the consulting fees paid to Dr. Stein
in 2007, in addition to directors fees.       17    ITEM
12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS  SECURITY OWNERSHIP
OF PRINCIPAL HOLDERS  The
following table sets forth the name and address, as of April 28, 2008 and the
approximate number of shares of Common Stock of the Company owned directly and
holding more than 5% of the Company's Common Stock.  The amounts set forth
are based solely on the Companys record holder list as neither holder has filed
with the SEC any document under Section 13 of the Securities Exchange Act of
1934.  Name and Address of Beneficial
Owner
Number of Shares Held
Percent of ClassJett**
59-340 Diomana Road
Kamuela, Hawaii 96743
11,800,183
8.0%KV Mechanical Construction and Restoration Company,
Inc.
275 Park Avenue,
East Hartford, Connecticut 06108
8,965,773
6.1% **Jett is a natural person with only one legal name  SECURITY OWNERSHIP
OF MANAGEMENT  The
following table sets forth the beneficial ownership of Common Stock as of April
28, 2008, by (i) the executive officers set forth in the summary compensation
table below who are employed by the Company as of April 28, 2008 (the "Named
Executives"); (ii) each director and nominee; and (iii) all directors and
executive officers as a group.  All persons listed have sole disposition
and voting power with respect to the indicated shares except as otherwise
noted.  Name Executive / Director
(1)
Number of Shares Held
Number of Option Equivalents
Percent of Class
(2)Malcolm Skolnick
2,433,123
8,860,000
7.3%Greg Taylor
500,000
1,133,333
1.1%Pam Schertz
20,000
-
*Yin Chen
1,084,781
3,279,583
2.9%Raymond L. Ocampo Jr.
16,016
500,000
*Scott E. Parazynski
166,087
500,000
*John Rossi
16,016
500,000
*Cy Stein
40,468
500,000
*All directors and executive officers as a group
(total of 8 persons)
4,276,491
15,272,916
12.1% *Less than 1% of the 146,714,218 shares outstanding at
April 28, 2008.   18    (1)
 Beneficial ownership is determined in accordance with the rules of the
SEC, based on factors including voting and investment power with respect to
shares.  Percentage of beneficial ownership is based on the number of
shares of Common Stock outstanding as of April 28, 2008. (2)  Stock issuable upon exercise of
options within 60 days after April 28, 2008, are deemed outstanding for the
purpose of percentage ownership of the person holding such options, but are not
deemed outstanding for computing the percentage ownership for any other
persons.   ITEM
13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS  None.  ITEM
14. PRINCIPAL
ACCOUNTING FEES AND SERVICES  AUDIT FEES; CHANGES IN ACCOUNTANTS FEES
AND EXPENSES OF INDEPENDENT ACCOUNTANTS  The
following table sets forth the amount of audit fees, audit related fees billed
or expected to be billed by LBB & Associates LTD., LLP, our independent
auditors, for the years ended December 31, 2007 and 2006, respectively:  Named Director
2007
2006Audit Fees1
$33,920
$57,065Audit-Related Fees
0
0All Other Fees
0
0TOTAL Fees
$33,920
$57,065 (1)  Includes the annual consolidated
financial statement audit, review of quarterly reports on Form 10-Q and other
services associated with the audit.  Audit fees for 2007 and 2006 include
fees incurred for the audits of management's assessment of the effectiveness of
internal controls over financial reporting and the effectiveness of internal
controls over financial reporting. . BOARD POLICY ON PRE-APPROVAL OF PERMISSIBLE NON-AUDIT
SERVICES  The
Board of Directors requires management to seek Board of Director pre-approval
for the engagement of an independent public accountant to perform audit,
audit-related and non-audit services. The Company's Board of Directors approved
the engagement of LBB & Associates LTD, LLP on August 18, 2004.            19    PART IV   ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  (3)
Exhibits.  Exhibits filed with this Amendment No. 1 on Form 10-K/A are
attached hereto. For a list of such exhibits, see Index to Exhibits.  (A) (3)  EXHIBITS  EXHIBIT NUMBER  DESCRIPTION   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.    20      SIGNATURES  In
accordance with Section 13 or 15(d) Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  CYTOGENIX, INC.  By:       /s/ Malcolm Skolnick ------------------------------------------------------- MALCOLM SKOLNICK, PH.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER  Date:  May 12, 2008  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: May 12, 2008 /s/ Malcolm Skolnick ------------------------------------------------------- MALCOLM SKOLNICK, PH.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR)  Date: May 12, 2008 /s/ Raymond L Ocampo, Jr. ------------------------------------------------------- RAYMOND L. OCAMPO, JR. DIRECTOR  Date:
May 12, 2008 ------------------------------------------------------- SCOTT E. PARAZYNSKI DIRECTOR  Date: May 12, 2008 /s/ Cy A. Stein ------------------------------------------------------- CY A. STEIN DIRECTOR  Date: May 12, 2008 /s/ John J. Rossi ------------------------------------------------------- JOHN J. ROSSI DIRECTOR  Date: May 12, 2008 /s/ Greg S. Taylor ------------------------------------------------------- GREG S. TAYLOR CHIEF FINANCIAL OFFICER    21