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

                                    FORM 10-Q

        [X]  QUARTERLY  REPORT  UNDER  SECTION  13 OR  15(D)  OF THE  SECURITIES
             EXCHANGE ACT OF 1934

 For the quarterly period ended June 30, 2006

        [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
             For the transition period from ___________    to ____________.
                         Commission file number: 0-26807

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

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


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

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

         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 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.  (Check
one):

 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 number of shares  outstanding  of the issuer's  common  stock,  par
value $.001 per share, as of July 12, 2006 was 128,710,555.



<PAGE>

<TABLE>

<CAPTION>


                                TABLE OF CONTENTS
<S>                                                                                       <C>

PART I      FINANCIAL INFORMATION

            ITEM 1. - Financial Statements

                   Balance Sheets as of June 30, 2006 (Unaudited) and
                   December 31, 2005                                                        3

                   Statements of Operations for the three months and six months ended
                   June 30, 2006 and 2005 (Unaudited)                                       4

                   Statements of Cash Flows for the six months ended
                   June 30, 2006 and 2005 (Unaudited)                                       5

                   Notes to Financial Statements (Unaudited)                                6

            ITEM 2.  Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                                 8

            ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk             11

            ITEM 4.  Controls and Procedures                                                12

PART II     OTHER INFORMATION                                                               13

            ITEM 1.  Legal Proceedings                                                      13

            ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds            13

            ITEM 4.  Submission of Matters to a Vote of Security Holders                    14

            ITEM 6.  Exhibits                                                               15

SIGNATURES                                                                                  16

</TABLE>


                                     - 2 -
<PAGE>


<TABLE>

<CAPTION>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY

                                 BALANCE SHEETS


                                                                          June 30, 2006   December 31,
                                                                           (Unaudited)        2005
                                                                          ------------    ------------
<S>                                                                       <C>             <C>

                                     ASSETS

Current Assets:
     Cash                                                                 $  1,169,279    $  1,307,965
     Accounts receivable, net                                                   39,410            --
     Inventory                                                                 176,719            --
     Prepaid expenses                                                          157,730          21,392
                                                                          ------------    ------------

                                Total Current Assets                         1,543,138       1,329,357

Property and equipment, net of $184,345 and $166,789 accumulated
     depreciation for June 30, 2006 and December 31, 2005, respectively        245,842          56,287
Deposits                                                                         6,399           6,399
Long-term investments - restricted                                             119,853         117,905
                                                                          ------------    ------------

                                    Total Assets                          $  1,915,232    $  1,509,948
                                                                          ============    ============
                      LIABILITIES AND STOCKHOLERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                     $    389,720    $    258,495
     Accrued expenses                                                          973,677         843,932
                                                                          ------------    ------------

                             Total Current Liabilities                       1,363,397       1,102,427
                                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, $.001 par value; 50,000,000 share authorized,
         no shares issued and outstanding                                         --              --
     Common stock, $.001 par value; 300,000,000 share authorized,
         128,602,864 and 124,460,970 share issued and outstanding as of
         June 30, 2006 and December 31, 2005, respectively                     128,603         124,461
     Additonal paid-in capital                                              26,063,515      23,971,086
     Treasury stock                                                           (629,972)       (629,972)
     Deficit accumulated during the development stage                      (25,010,311)    (23,058,054)
                                                                          ------------    ------------

                             Total Stockholders' Equity                        551,835         407,521
                                                                          ------------    ------------

                     Total Liabilities and Stockholders' Equity           $  1,915,232    $  1,509,948
                                                                          ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements




                                     - 3 -
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<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY

                              STATEMENTS OF OPERATIONS
          THREE AND SIX MONTHS ENDING JUNE 30, 2006 AND 2005 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2006
                                   (UNAUDITED)


                                                        Three Months Ended                Six Months Ended            Inception
                                                             June 30,                           June 30,                 Through
                                                        2006             2005             2006            2005        June 30, 2006
                                                  -------------    -------------    -------------    -------------    -------------
<S>                                               <C>              <C>              <C>              <C>              <C>


REVENUES                                          $      37,180    $        --      $      37,180    $        --      $     119,755

COSTS OF REVENUES                                        11,656             --             11,656             --            276,549
                                                  -------------    -------------    -------------    -------------    -------------

       GROSS MARGIN                                      25,524             --             25,524             --           (156,794)

COSTS AND EXPENSES:
       Research and development                         642,568          232,483        1,141,077          673,661        8,947,265
       General and administrative                       288,628          219,716          810,986          589,056       13,731,899
       Consulting expense                                 1,035             --             10,110             --          1,528,591
       Depreciation and amortization                     11,037            9,736           17,555           15,274          287,148
       Impairment expense                                  --               --               --               --            345,588
       Equity in losses in joint venture                   --               --               --               --             10,000
                                                  -------------    -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                                   (917,744)        (461,935)      (1,954,204)      (1,277,991)     (25,007,285)

OTHER INCOME:
       Gain on sale of security                            --               --               --               --                881
       Interest income                                      981             --              1,947             --              4,633
       Loss on disposal of property of equipment           --               --               --               (368)         (10,173)
       Dividend income                                     --               --               --               --              1,633
                                                  -------------    -------------    -------------    -------------    -------------
NET LOSS                                          $    (916,763)   $    (461,935)   $  (1,952,257)   $  (1,278,359)   $ (25,010,311)
                                                  =============    =============    =============    =============    =============
Net loss per share:
       Basic and diluted net loss per share       $       (0.01)   $       (0.00)   $       (0.02)   $       (0.01)
                                                  =============    =============    =============    =============
Weighted average shares outstanding:
       Basic and diluted                            125,914,952      112,089,772      125,097,661      111,247,633
                                                  =============    =============    =============    =============
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                     - 4 -
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<TABLE>

<CAPTION>
                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY

                             STATEMENT OF CASH FLOWS
                  SIX MONTHS ENDING JUNE 30, 2006 AND 2005 AND PERIOD
               FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2006
                                   (UNAUDITED)
                                                                                     Inception
                                                                                      Through
                                                                                      June 30,
                                                           2006           2005          2006
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>

OPERATING ACTIVITIES:
    Net Loss                                         $ (1,952,257)   $ (1,278,359)   $(25,010,311)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                         17,556          15,274         283,773
      Impairment expense                                     --              --           345,588
      Loss on disposal of property & equipment               --               368          10,173
      Gain on long-term investments - restricted           (1,948)           --            (4,353)
      Stock issued for services                              --            11,000       7,470,978
      Stock option expense                                   --              --         2,062,193
      Equity in losses of joint venture                      --              --            10,000
      Changes in assets and liabilities:
         Accounts receivable                              (39,410)           --           (39,410)
         Inventory                                       (176,719)           --          (176,719)
         Prepaid expenses                                (136,338)           --          (157,730)
         Deposits                                            --              --            (6,399)
         Accounts payable                                 131,225          84,682         389,720
         Accrued expenses                                 129,745            --         1,778,896
                                                     ------------    ------------    ------------

Net cash used in operation activities                  (2,028,146)     (1,167,035)    (13,043,601)
                                                     ------------    ------------    ------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                   (207,111)        (16,987)       (510,376)
    Issue note receivable                                    --              --           (25,100)
    Purchase of long-term investments - restricted           --          (115,500)       (115,500)
    Investment in joint venture                              --              --           (10,000)
                                                     ------------    ------------    ------------

Net cash used in investing activities                    (207,111)       (132,487)       (660,976)
                                                     ------------    ------------    ------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                              --              --           250,000
    Payment on notes payable                                 --              --          (250,000)
    Treasury share sold                                      --              --         1,290,568
    Purchase of treasury shares                              --              --           (60,000)
    Buyback of stock warrants                                --              --              (571)
    Sale of common stock                                2,096,571         969,580      12,694,360
    Sale of common stock for exercised warrants              --              --           796,999
    Contributions to capital                                 --              --           152,500
                                                     ------------    ------------    ------------

Net cash provided by financing activities               2,096,571         969,580      14,873,856
                                                     ------------    ------------    ------------

NET CHANGE IN CASH                                       (138,686)       (329,942)      1,169,279
CASH, beginning of period                               1,307,965         453,235            --
                                                     ------------    ------------    ------------

CASH, end of period                                  $  1,169,279    $    123,293    $  1,169,279
                                                     ============    ============    ============

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

    Income taxes paid                                $       --      $       --      $       --
                                                     ============    ============    ============


NONCASH TRANSACTIONS:
    Common stock issued for debt                     $       --      $    542,126    $    805,219
    Received treasury stock for note receivable              --              --            25,100
    Common stock issued for patent                           --              --           375,000
</TABLE>

    The accompanying notes are an integral part of these financial statements






                                     - 5 -

<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDTIED)
NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  interim  financial  statements of CytoGenix,  Inc.
("CytoGenix")  have been  prepared  in  accordance  with  accounting  principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the audited financial statements and notes thereto contained in CytoGenix's
latest  annual  report  filed  with  the  SEC on Form  10K.  In the  opinion  of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be  expected  for the full year.  Notes to the  financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial  statements  for fiscal year ending  December 31, 2005, as reported in
the 10K, have been omitted.

NOTE 2 - Reclassifications

Certain  amounts in the 2005  financial  statements  have been  reclassified  to
conform with the June 30, 2006 financial statement presentation.

NOTE 3 - COMMON STOCK

In the six months  ending  June 30,  2006,  CytoGenix  issued a total of 916,400
shares of common stock to financial  consultants for the $0.25 per share private
placement.  The shares were  recorded in the first  quarter  2006,  as a cost of
capital in conjunction with fourth quarter 2005 fundraising.

The company issued  3,225,494  shares of common stock in a private  placement to
accredited  investors at a cash price of $.65 per share.  The proceeds for these
shares were  received in the first six months of 2006 and the shares were issued
on July 12, 2006.

NOTE 4 - INVENTORY

Inventories  are  stated at the lower of cost or market,  cost being  determined
using the first-in,  first out ("FIFO")  method.  Reserves are  established  for
excess or obsolete inventories.

NOTE 5 - REVENUE RECOGNITION

The Company earns revenue from the sale of synthetic DNA. In general, revenue is
recognized  when  all  of  the  following  criteria  are  met:  evidence  of  an
arrangement  exits,  delivery  has  occurred,  the  price  is  determined,   and
collection is reasonably assured.


                                      - 6 -
<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDTIED)


NOTE 6 - COMMITMENTS AND CONTINGENCIES

Cytogenix is obligated, per employment agreements, to deliver cash bonuses after
year end based on the  increase in average  share price of the  Company's  stock
price from the last 20 trading days of 2005 to the last 20 trading days of 2006.
This bonus is payable when the stock  appreciation  is at least 15%. The Company
has  accrued  $89,842 in the first six  months of 2006  based on current  market
conditions.

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of nonliability with respect to two license agreements,  one for shrimp,
and one for horses,  originally issued in 1998 to William B. Waldroff.  Waldroff
and  Applied  Veterinary  Genomics,  Inc.  ("AVGI"),  a party in  interest  as a
sublicensee  of  Waldroff's,  in  Willam  B.  Waldroff  and  Applied  Veterinary
Genomics, Inc. vs. Cytogenix,  Inc. counterclaimed for damages,  attorneys fees,
unrelated torts, and a permanent  injunction to honor the purported licenses.  A
jury trial was held in February,  2005.  Both  Waldroff and AVGI also sued three
directors of  CytoGenix  for  interfering  with the  licenses.  The jury did not
assess any damages against any of the directors or against CytoGenix.  The court
has preliminarily  entered a judgment ordering CytoGenix to perform according to
the licenses,  and for attorneys fees in an amount of $115,500.  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.

Pending  appeal  Cytogenix  has  established  a  long-term  CD in the  amount of
$115,500 to comply with the trial court judgment  pending appeal.  This CD earns
interest  at a rate of 3.4%  annually.  Accrued  Interest  for the three  months
ending March 31, 2006 and for the period  ending  December 31, 2005 are $967 and
$2,405 respectively.

 NOTE 7 - CONCENTRATIONS

The Company had gross sales of $37,180 and $0 for the six months  ended June 30,
2006 and 2005,  respectively.  The Company has one customer that represents 100%
of the gross sales for the six months period.  The Company has one supplier that
provides the materials  necessary to generate the sales for the six months ended
June 30, 2006.

NOTE 8 - SUBSEQUENT EVENTS

The company  issued  107,691  shares of common  stock in a private  placement to
accredited  investors at a cash price of $.65 per share.  The proceeds for these
shares were  received in the July 7, 2006 and the shares were issued on July 12,
2006.

Cytogenix  has  entered  into a 36 month  promissory  note on July 18, 2006 with
Frost Bank  National to finance the cost of  equipment.  The note is for $80,000
with  payment  of $2,569  per month  with an  interest  rate of 9.51%.  The bank
required Cytogenix to deposit $50,000 in a CD to guarantee the note.


                                      - 7 -
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

         IN  ACCORDANCE  WITH  THE  "SAFE  HARBOR"  PROVISIONS  OF  THE  PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF 1995,  THE  COMPANY  NOTES  THAT  CERTAIN
STATEMENTS IN THIS FORM 10-Q WHICH ARE  FORWARD-LOOKING  AND WHICH PROVIDE OTHER
THAN HISTORICAL INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE
COMPANY'S RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG
OTHERS,   STATEMENTS  CONCERNING  THE  COMPANY'S  GENERAL  BUSINESS  STRATEGIES,
FINANCING


DECISIONS,  AND EXPECTATIONS FOR FUNDING CAPITAL  EXPENDITURES AND OPERATIONS IN
THE FUTURE.  WHEN USED HEREIN, THE WORDS "BELIEVE," "PLAN,"  "CONTINUE," "HOPE,"
"ESTIMATE,"  "PROJECT," "INTEND," "EXPECT," AND SIMILAR EXPRESSIONS ARE INTENDED
TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.  ALTHOUGH THE COMPANY BELIEVES THAT
THE  EXPECTATIONS  REFLECTED  IN SUCH  FORWARD-LOOKING  STATEMENTS  ARE BASED ON
REASONABLE  ASSUMPTIONS,  NO  STATEMENTS  CONTAINED  IN THIS FORM 10-Q SHOULD BE
RELIED UPON AS  PREDICTIONS OF FUTURE EVENTS.  SUCH  STATEMENTS ARE  NECESSARILY
DEPENDENT ON ASSUMPTIONS, DATA OR METHODS THAT MAY BE INCORRECT OR IMPRECISE AND
MAY BE  INCAPABLE OF BEING  REALIZED.  THE RISKS AND  UNCERTAINTIES  INHERENT IN
THESE FORWARD-LOOKING STATEMENTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN OR IMPLIED BY THESE STATEMENTS.

         READERS   ARE   CAUTIONED   NOT  TO  PLACE   UNDUE   RELIANCE   ON  THE
FORWARD-LOOKING  STATEMENTS  CONTAINED  HEREIN,  WHICH SPEAK ONLY AS OF THE DATE
HEREOF.  THE INFORMATION  CONTAINED IN THIS FORM 10-Q IS BELIEVED BY THE COMPANY
TO BE ACCURATE AS OF THE DATE HEREOF. CHANGES MAY OCCUR AFTER THAT DATE, AND THE
COMPANY WILL NOT UPDATE THAT INFORMATION EXCEPT AS REQUIRED BY LAW IN THE NORMAL
COURSE OF ITS PUBLIC DISCLOSURE PRACTICES.

         IMPORTANT  RISK  FACTORS  THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM THE  EXPECTATIONS  REFLECTED IN ANY  FORWARD-LOOKING  STATEMENT
HEREIN  INCLUDE  AMONG OTHER  THINGS:  (1) THE ABILITY OF THE COMPANY TO QUICKLY
PENETRATE  THE MARKET  WITH ITS CURRENT  THERAPEUTIC  PRODUCTS  AGAINST  LARGER,
WELL-FINANCED COMPETITORS WITHIN THE MARKETPLACE; (2) THE ABILITY OF THE COMPANY
TO GENERATE  REVENUES IS  SUBSTANTIALLY  DEPENDENT UPON  CONTINUED  RESEARCH AND
DEVELOPMENT


                                      - 8 -
<PAGE>




FOR, AND FDA APPROVAL OF, THERAPEUTIC  PRODUCTS;  (3) THE ABILITY OF THE COMPANY
TO ATTRACT AND RETAIN KEY OFFICERS,  KNOWLEDGEABLE SALES AND MARKETING PERSONNEL
AND HIGHLY TRAINED TECHNICAL PERSONNEL; (4) THE ABILITY OF THE COMPANY TO OBTAIN
ADDITIONAL  FINANCING FROM PUBLIC AND PRIVATE EQUITY MARKETS TO FUND  OPERATIONS
AND FUTURE  GROWTH;  AND (5) THE ABILITY OF THE COMPANY TO GENERATE  REVENUES TO
COVER OPERATING LOSSES AND POSITION THE COMPANY TO ACHIEVE POSITIVE CASH FLOW.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2006 Compared to Three Months Ended June 30, 2005

         For the three  months  ended June 30,  2006,  we reported a net loss of
$916,763, or less than
one cent per  share,  and  revenue of  $37,180  as  compared  with a net loss of
$461,935,  or less than one cent per share,  and no revenue for the three months
ended June 30, 2005.

         Revenues.  Revenue  increased to $37,180 for the second quarter of 2006
as  compared to no revenues  during the same period in 2005.  The  increase is a
result of our commencement of sale of synthetic DNA.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $642,568  for the second  quarter of 2006 as compared to $232,483
during the same period in 2005 due to an increase in R&D payroll and  employment
costs and increased DNA production research activity.  Approximately  $80,000 of
the increase is a result of the payroll and  employment  costs and the remaining
difference of $330,000 results from the increased activity cost of antibacterial
and DNA vaccine research.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $288,628  for the second  quarter of 2006  compared  to
$219,716 for the same period in 2005  primarily due to increase in payroll,  and
related employment costs.

         Consulting  Expenses.  Consulting  expenses increased to $1,035 for the
second  quarter of 2006  compared to no expenses for the same period in 2005 due
to the  increased  use of  consultants  on  issues  of  financial  planning  and
government contracts.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased to $11,037 for the second quarter of 2006 compared to $9,736
for the same  period  in 2005  primarily  due to the  upgrade  of  hardware  and
security software for the network server and additional R&D equipment  purchased
for DNA production.


                                      - 9 -

<PAGE>



Six Months Ended June 30, 2006 Compared to Six Months Ended June 30, 2005

         For the six  months  ended  June 30,  2006,  we  reported a net loss of
$1,952,257, or less than two cents per share, and revenue of $37,180 as compared
with a net loss of $1,278,359,  or less than one cent per share,  and no revenue
for the six months ended June 30, 2005.

         Revenues.  Revenue  increased  to $37,180 for the six months ended June
30, 2006 as compared to no revenue  during the same period in 2005. The increase
is a result of our commencement of sales of synthetic DNA.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $1,141,077  for the six months ended June 30, 2006 as compared to
$673,661  during the same period in 2005 due to the  increase in R&D payroll and
employment costs and increased DNA production  research activity.  Approximately
$259,000 of the increase is a result of the payroll and employment costs and the
remaining  difference of $209,000  results from the  increased  activity cost of
antibacterial and DNA vaccine research.

         General  and  Administrative   Expenses.   General  and  administrative
expenses increased to $810,986 for the six month ended June 30, 2006 compared to
$589,056 for the same period in 2005  primarily due to increase in payroll,  and
related employment costs.

         Consulting Expenses. Consulting expenses increased from $10,110 for the
six month  ended June 30, 2006  compared  to no expenses  for the same period in
2005 due to the increased use of consultants on issues of financial planning and
government contracts.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses increased to $17,555 for the six months ended June 30, 2006 compared to
$15,274 for the same period in 2005 primarily due to the upgrade of hardware and
security software for the network server and additional R&D equipment  purchased
for DNA production.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has budgeted  approximately  $4,300,000  for  operations in
fiscal year 2006,  of which  approximately  $1,300,000  has been  allocated  for
general and administrative costs and $2,000,000 for research and development and
$1,000,000 for plant facilities. We will rely on equity financing to satisfy our
working capital requirements, and have as of June 30, 2006 $1,169,279 of cash on
hand  for  fiscal  year  2006.  Of the  $2,000,000  budgeted  for  research  and
development  expenses,  the Company anticipates  $1,800,000 will be utilized for
pre-clinical development.



                                     - 10 -

<PAGE>




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

         The Company's ability to continue  operations through December 31, 2006
depends on its success in obtaining equity financing in an amount  sufficient to
support its operations  through that date.  There is substantial  doubt that the
Company  will  be able  to  generate  sufficient  revenues  or be able to  raise
adequate  capital to remain a going concern through  December 31, 2006. Based on
historical  yearly financial  requirements,  operating  capital of approximately
$4.4 million will be needed for each of the calendar years 2006 and 2007.

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

         CytoGenix  has begun  animal  testing  of its  first  DNA drug  product
candidate.  The topical  cream to be evaluated  will have  applications  against
genital  herpes HSV-2  (Herpes  Simplex  Virus) and labial  herpes or cold sores
(HSV-1).  The HSV virus is known to be highly  evolved  and its genome  contains
instructions  for  several  phases  of  viral  activity   including   infection,
replication,  production,  and latency.  CytoGenix  proprietary  gene regulation
technology  is being  applied to inhibit  key genes that  control one or more of
these functions, which are critical for the Herpes virus survival in the body.

         During the past few months,  the Company  has  continued  to refine its
course of developing  applications for its core technology.  Most significant is
the  pre-clinical  program for an anti-viral  HSV topical  preparation.  We have
teamed-up with a group of leading herpes and STD (Sexually Transmitted Diseases)
investigators at a large academic medical center to conduct a comprehensive cell
and  animal  study  program  designed  to  yield  safety  and  efficacy  data in
preparation for an IND (Investigational New Drug) submission planned for October
2007 and subsequent human trials.

         The Genomics field has expanded the number of potential drug targets to
several thousand.  The CytoGenix  proprietary gene  down-regulation  system is a
powerful tool in confirming gene target function. In July 2002, we inaugurated a
service geared towards  assisting  pharmaceutical  and biotech companies improve
drug discovery  efficiency.  In addition to our work on in-house targets, we are
conducting  a pilot  studies  for  several  companies.  For a fixed fee, we will
knockdown a gene in a cell system. This will confirm the gene's relevance to the
disease of  interest.  Those  genes  found to be highly  disease-related  become
targets for new drug or molecular therapies.

                                     - 11 -

<PAGE>

         CytoGenix  is confident  about the  Company's  technology's  ability to
inhibit  these  genes.  This  six  to  nine  month  program  includes  extensive
toxicology and efficacy studies in various model animals.

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

         The Company expects to incur losses for the  foreseeable  future due to
the ongoing  activities of the Company to develop new products  through research
and  development  and to develop joint  ventures and licensing  agreements  with
third parties. The Company expects its existing operations to continue to result
in negative  cash flow and working  capital  deficiencies  that will require the
Company to continue to obtain additional capital. There can be no assurance that
the necessary financing will be available to the Company or, if available,  that
the same will be on terms  satisfactory  or favorable to it. It is possible that
additional equity financing will be highly dilutive to existing shareholders.

         The Company is currently operating at a loss and expects to continue to
depend on cash generated from the sale of debt and equity securities to fund its
operating  deficit.  There can be no assurance  that the Company will be able to
generate sufficient revenues to meet its operating cash and growth needs or that
any equity or debt  funding  will be  available  or at terms  acceptable  to the
Company in the future to enable it to continue operating in its current form.

ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of June 30, 2006 the Company has a restricted  long-term CD  (Certificate  of
Deposit) investment per the Waldroff litigation matter discussed below.  Pending
appeal of this case the Company 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.  CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

      Under  the  supervision  and with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-15(e) promulgated under the


                                     - 12 -
<PAGE>


Securities  Exchange Act of 1934, as amended, or the Exchange Act, as of the end
of the period covered by this report.  Based on this  evaluation,  our principal
executive officer and principal  financial officer concluded that our disclosure
controls and procedures were effective as of March 31, 2006.

CHANGES IN INTERNAL CONTROLS

      There has been no change in our internal control over financial  reporting
during the six months ended June 30, 2006 that has  materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of  nonliability  with respect to two 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 $115,500. 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.  Pending appeal  Cytogenix has
established  a  long-term  CD in the amount of $115,500 to comply with the trial
court  judgment  pending  appeal.  This  CD  earns  interest  at a rate  of 3.4%
annually.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the six months  ending  June 30,  2006,  CytoGenix  issued a total of 916,400
shares of common  stock for  fundraising  efforts in the last quarter of 2005 to
financial consultants at a value of $.25 per share.

The company has agreed to issue  3,225,494  shares of common  stock in a private
placement  to  accredited  investors  at a cash  price  of $.65 per  share.  The
proceeds for these shares were  received in the first six months of 2006 and the
shares were issued on July 12, 2006.



                                     - 13 -
<PAGE>


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

On May 31, 2006,  the Company held the 2006 annual  meeting of the  shareholders
for purposes of the following:

(1) ELECTION OF DIRECTORS.  To elect two directors to hold office until the 2009
Annual  Meeting of  Shareholders  or until  their  successors  are  elected  and
qualified;

(2)  RATIFICATION  AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  To
ratify and approve the appointment of Lopez, Blevins, Bork & Associates, LLP. as
the independent auditors for the Company for the fiscal year ending December 31,
2006.

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

On May 2, 2006, the record date for the annual  shareholder  meeting held on May
31, 2006, there were 12,377,370  shares of the Company's common stock issued and
outstanding.  All  outstanding  shares  were  entitled  to  vote  on  the  three
proposals.  On May 31, 2006,  a quorum was reached  totaling  81,928,969  shares
voted.

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

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

Malcolm H. Skolnick,  Ph.D, J.D.: 81,701,870 shares voting for, no shares voting
against and 227,099 shares abstaining.

Scott E.  Parazynski,  M.D.:  81,742,870  shares  voting for,  no shares  voting
against and 186,099 shares abstaining.

(2)  RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  The
appointment  of  Lopez,  Blevins,  Bork &  Associates,  LLP  as the  independent
auditors  for the  Company  for the fiscal  year  ending  December  31, 2006 was
approved by the shareholders,  with 81,727,806 shares voting for, 156,863 shares
voting against and with 44,300 shares abstaining.





                                     - 14 -

<PAGE>



ITEM 6.       EXHIBITS.

                 Exhibit Number          Description

         3.1*     Articles of Incorporation of Cryogenic Solutions, Inc.

         3.2*     Certificate of Amendment dated November 1, 1995 of Articles of
                  Incorporation of Cryogenic Solutions, Inc.

         3.3*     Certificate of Amendment dated January 13, 2000 of Articles of
                  Incorporation of CytoGenix, Inc.

         3.4      Certificate  of  Amendment  dated April 6, 2004 of Articles of
                  Incorporation of CytoGenix, Inc. (incorporated by reference to
                  Exhibit 3.5 to the Company's  annual report of Form 10-KSB for
                  the year ended December 31, 2004)


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

         3.6*     Bylaws of Cryogenic Solutions, Inc.

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

         31.1     Rule 13a-14(a)/15d-14(a)  Certification  of Chief  Executive
                  Officer

         31.2     Rule  13a-14(a)/15d-14(a)  Certification  of  Chief  Financial
                  Officer

         32.1     Section 1350 Certification of Chief Executive Officer

         32.2     Section 1350 Certification of Chief Financial Officer


* Incorporated  by reference to the  corresponding  Exhibit in the Form 10-SB of
the Company filed on January 31, 2001.

                                     - 15 -

<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            CYTOGENIX, INC.

 Date: August 14, 2006                      By:  /s/  Malcolm Skolnick
                                                 ------------------------------
                                                   MALCOLM SKOLNICK
                                                   PRESIDENT AND CHIEF
                                                   EXECUTIVE OFFICER



















                                     - 16 -


<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:

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

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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  quarterly  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
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly 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


                                     - 17 -
<PAGE>

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly 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: August 14, 2006


/s/ Malcolm Skolnick
--------------------
MALCOLM SKOLNICK
PRESIDENT & CEO


















                                     - 18 -


<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 quarterly report on Form 10-Q of CytoGenix, Inc.;

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

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  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
     quarterly 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  quarterly  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
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly 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


                                     - 19 -
<PAGE>



6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly 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: August 14, 2006

/s/ Lawrence Wunderlich
------------------------
LAWRENCE WUNDERLICH
CHIEF FINANCIAL OFFICER














                                     - 20 -
<PAGE>



                                  EXHIBIT 32.1
                            CERTIFICATION 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  Quarterly  Report  of  CytoGenix,  Inc.  (the
"Company")  on Form 1O-Q for the period  ending March 31, 2006 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.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

(1)  The Report 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 the Report 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


August 14, 2006
















                                     - 21 -


<PAGE>


                                  EXHIBIT 32.2

                            CERTIFICATION 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 Quarterly  Report of CytoGenix,  Inc. (the "Company") on
Form 1O-Q for the period ending March 31, 2006 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. ss. 1350,
as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002, that to the
best of my knowledge:

(1)  The Report 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 the Report fairly  presents,  in all material
     respects, the financial condition and result of operations of the Company.


/s/Lawrence Wunderlich
-----------------------
LAWRENCE WUNDERLICH
CHIEF FINANCIAL OFFICER

August 14, 2006




















                                     - 22 -