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 March 31, 2009

[]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 of               (IRS Employer Identification No.)
 incorporation or organization)

      3100 Wilcrest, Suite140, 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     Accelerated      Non-accelerated        Smaller reporting
      filer  [ ]         filer [ ]        filer  [ ]             company [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 May 14, 2009 was 169,404,590.






<PAGE>



                                TABLE OF CONTENTS


                          PART I FINANCIAL INFORMATION
ITEM 1.
               Financial Statements

               Balance Sheets as of March 31, 2009 (Unaudited) and
               December 31, 2008                                               3

               Statements of Operations for the three months ended
               March 31, 2009 and 2008 (Unaudited)                             4

               Statements of Cash Flows for the three months ended
               March 31, 2009 and 2008(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

ITEM 1.
               Legal Proceedings                                              12

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

ITEM 6.
               Exhibits                                                       14

SIGNATURES
                                                                              15



                                       2
<PAGE>













<PAGE>
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

 CYTOGENIX, INC.

 BALANCE SHEETS
                                                                    March 31,      December 31,
                                                                      2009            2008
                                                                   (Unaudited)      (Audited)
                                                                   ------------    ------------
<S>                                                                                <C>
     ASSETS

 Current Assets:

    Cash                                                           $     82,927    $      5,475

     Inventory                                                          189,999         189,999

    Receivables and other current assets                                  1,655           4,103
                                                                   ------------    ------------
                Total Current Assets                                    274,581         199,577

Property and equipment, net                                             160,802         175,806

Deposits                                                                  6,399           6,399
                                                                   ------------    ------------
                Total Assets                                       $    441,782    $    381,782
                                                                   ------------    ------------

    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:

    Accounts payable                                               $    858,819    $    852,932

    Advances from shareholders                                          105,763         104,813

    Accrued expenses                                                  2,517,127       2,425,771
                                                                   ------------    ------------
                Total Current Liabilities                             3,481,709       3,383,516
                                                                   ------------    ------------
                Total Liabilities                                     3,481,709       3,383,516
                                                                   ------------    ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred stock, $.001 par value; 50,000,000 share
    authorized,
                no shares issued and outstanding                              0               0

    Common stock, $.001 par value; 300,000,000 share authorized,
                167,071,257 and 156,071,257 share issued and
                outstanding as of March 31, 2009 and
                 December 31, 2008, respectively                        167,071         156,071


    Additional paid-in capital                                       38,740,830      38,586,830

    Treasury stock                                                     (629,972)       (629,972)

    Accumulated deficit                                             (41,317,856)    (41,114,663)
                                                                   ------------    ------------
                Total Stockholders' Equity (Deficit)                 (3,039,927)     (3,001,734)
                                                                   ------------    ------------
                Total Liabilities and Stockholders' Equity         $    441,782    $    381,782
                (Deficit)                                          ============    ============

</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                       3
<PAGE>

CYTOGENIX, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDING MARCH 31, 2009 AND 2008
(UNAUDITED)

                                                   2009              2008
                                               -----------       -----------

REVENUES                                         $       0         $  13,160

COSTS OF REVENUES                                        0            10,354
                                               -----------       -----------
        GROSS MARGIN                                     0             2,806

COSTS AND EXPENSES:

        Research and development                     2,462           247,419

        General and administrative                 185,450           554,565

        Consulting expense                             277            52,009

        Depreciation and amortization               15,004            15,860
                                               -----------       -----------
        TOTAL COST AND EXPENSES                    203,193           869,853
                                               -----------       -----------
LOSS FROM OPERATIONS                              (203,193)         (867,047)

OTHER INCOME (EXPENSE):

        Interest income                                  0               517

        Interest expense                                 0           (16,725)
                                               -----------       -----------
        TOTAL OTHER INCOME (EXPENSE)                     0           (16,208)
                                               -----------       -----------
NET LOSS                                         $(203,193)        $(883,255)
                                               ===========       ===========
Net loss per share:

        Basic and diluted net loss               $   (0.01)       $    (0.01)
        per share
                                               -----------       -----------
Weighted average shares outstanding:

        Basic and diluted                      161,515,701       146,594,885
                                               ===========       ===========



   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>









<PAGE>

CYTOGENIX, INC.
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDING MARCH 31, 2009 AND 2008
(UNAUDITED)

                                                           2009         2008
                                                         ---------    ---------
     Net Loss                                            $(203,193)   $(883,255)
     Adjustments to reconcile net loss to net cash
            used in operating activities:
            Deprecation and amortization                    15,004       15,860
            Stock-based compensation                             0      200,547
            Changes in assets and liabilities:
                          Accounts receivable                    0       16,000
                          Inventory                              0       10,142
                          Prepaid expenses                   2,448        9,338
                          Accounts payable                   5,887      182,858
                          Accrued expenses                  91,356      267,239
                                                         ---------    ---------
Net cash used in operating activities                      (88,498)    (181,271)
                                                         ---------    ---------
INVESTING ACTIVITIES:
     Proceeds from restricted long term investment               0       53,402
     Deposit on building contract                                0     (300,000)
     Purchase of property and equipment                          0            0
                                                         ---------    ---------
Net cash provided by (used in) investing activities              0     (246,598)
FINANCING ACTIVITIES:
     Payment on notes payable                                    0      (45,014)
     Proceeds from notes payable - related party               950      300,000
     Proceeds from stock subscriptions                     165,000      151,000
                                                         ---------    ---------
Net cash provided by financing activities                  165,950      405,986
                                                         ---------    ---------
NET CHANGE IN CASH                                          77,452      (21,883)
CASH, beginning of period                                    5,475      162,042
                                                         ---------    ---------
CASH, end of period                                      $  82,927    $ 140,159
                                                         ---------    ---------
SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid                                       $       0    $   1,339
                                                         ---------    ---------
     Income taxes paid                                   $       0    $       0
                                                         ---------    ---------


   The accompanying notes are an integral part of these financial statements.


                                       5
<PAGE>

                                 CYTOGENIX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2009
                                   (UNAUDITED)

NOTE 1 - NATURE OF ACTIVITIES AND BASIS OF PRESENTATION

Nature of Business

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

Unaudited Interim Financial Statements:

The accompanying  unaudited interim  financial  statements have been prepared in
accordance with accounting  principles  generally  accepted in the United States
and  applicable  Securities  and Exchange  Commission  ("SEC")  regulations  for
interim financial information.  These financial statements are unaudited and, in
the  opinion  of  management,  include  all  adjustments  (consisting  of normal
recurring accruals)  necessary to present fairly the balance sheets,  statements
of  operations  and  statements  of cash  flows  for the  periods  presented  in
accordance with accounting  principles  generally accepted in the United States.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United  States have been  condensed or omitted  pursuant to SEC rules and
regulations.  It is presumed  that users of this interim  financial  information
have read or have  access  to the  audited  financial  statements  and  footnote
disclosure  for the  preceding  fiscal year  contained in the  Company's  Annual
Report on Form 10-K. Operating results for the interim periods presented are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2009.

NOTE 3 - COMMITMENTS AND CONTINGENCIES

Frank Vazquez and Lawrence Wunderlich v. CytoGenix, Inc.

In November 2006, former Chief Financial Officer (CFO), Lawrence Wunderlich, and
former Chief Operations Officer (COO), Frank Vazquez, resigned from the Company.
The  Company  and  former   officers  are  pursuing   arbitration  to  determine
obligations  consistent with the circumstances  surrounding the former officers'
resignations.

On June 30, 2008, CytoGenix, Inc. (the "Company"), Lawrence Wunderlich and Frank
Vazquez entered into a Settlement  Agreement and Mutual Release (the "Settlement
Agreement")  regarding arbitration No. 70 144 08333 06, styled Frank Vazquez and
Lawrence  Wunderlich  v.  CytoGenix,   Inc.,  before  the  American  Arbitration
Association in Houston,  Texas, (the "Arbitration").  Pursuant to the Settlement
Agreement, all claims of Messrs. Vazquez and Wunderlich against the Company, and
all claims of the Company  against each of Messrs.  Vazquez and Wunderlich  have
been  released,  acquitted  and forever  discharged.  The  Settlement  Agreement
obligates the Company to issue to (i) Mr. Wunderlich  warrants to acquire, on or
before June 30, 2011, 1,066,666 shares, 1,066,667 shares and 1,066,667 shares of
the  Company's  common  stock at  exercise  prices  of $0.05,  $0.10 and  $0.15,
respectively,  and (ii) Mr. Vazquez  warrants to acquire,  on or before June 30,
2011, 666,666 shares,  666,667 shares and 666,667 shares of the Company's common
stock at  exercise  prices of $0.05,  $0.10 and $0.15,  respectively.  Under the
Settlement  Agreement  the Company is also  obligated  to pay  $150,000  each to
Messres.  Vazquez and Wunderlich in equal monthly installments ($3,125 per month
to each) over a four-year  period  commencing  October 1, 2008.  The Company has
negotiated with Messres. Vazquez and Wunderlich to defer the commencement of the
monthly  payments set forth in the settlement  agreement from October 1, 2008 to
April 1,  2009.  As of the date of this  filing,  the  Company  has not made any
payments  to Vazquez  and  Wunderlich  and they have given the Company a default
letter and  requested  the Judge to execute the Agreed  Default  Judgment in the
Settlement Agreement.


                                       6
<PAGE>
<TABLE>
<CAPTION>

NOTE 4 - STOCK-BASED COMPENSATION

Employee Stock-Based Compensation

At March 31, 2009 the Company had two stock-based  compensation  plans, the 2003
stock option plan and the 2005 stock option plan. The Company accounts for these
plans in accordance with SFAS No. 123 (revised 2004), "Share-Based Payment" SFAS
123 (R),  which  requires  companies to recognize  the costs of awards of equity
instruments, such as stock options and restricted stock, based on the fair value
of those  awards  at the  date of  grant.  The  Company  adopted  the SFAS 123 R
effective January 1, 2006 using the modified prospective method.

No compensation expense was recorded for the three months ended March 31, 2009.

A summary for our stock-based  compensation  activity for the three months ended
March 31, 2009 is presented below:
                                                                              Average     Aggregated
                                                             Average            Life          Fair
                                        Options             Price (1)        (years)(2)       Value
-----------------------------------------------------------------------------------------------------
<S>                                                                                       <C>
Outstanding at December 31, 2008        9,312,500       $      0.34             7.56      $ 3,137,313
-----------------------------------------------------------------------------------------------------
       Granted                               --                --               --               --
       Exercised                             --                --               --               --
       Forfeited/expired               (5,656,250)             0.37             --         (2,096,688)
-----------------------------------------------------------------------------------------------------
Outstanding at March 31, 2009           3,656,250       $      0.29             7.53      $ 1,070,625
-----------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------
Exercisable at March 31, 2009           3,656,250       $      0.29             7.53      $ 1,070,625
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Weighted-average exercise price
(2) Weighted-average contractual life remaining

NOTE 6 - COMMON STOCK

In the first quarter of 2009, the Company  received  $165,000 and for 11,000,000
shares at a price of  $0.015per  share as part of its  February 14, 2009 private
placement.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to March 31, 2009,  the Company  received  $35,000 in proceeds from a
private placement offering of 2,333,333 shares of restricted common stock.

On April 24, 2009, the Company executed a Settlement Agreement,  Indemnification
and Mutual Release with Malcolm  Skolnick,  the Company's former Chairman of the
Board,  President  and Chief  Executive  Officer  for the sum of $10.00  and the
intent to negotiate a consulting agreement. Under the terms of the Agreement all
parties  to the  Agreement  agreed to dismiss  any and all actual and  potential
claims  that have been raised or which could have been raised at the time of the
execution of the Agreement.


                                       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 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  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.



                                       8
<PAGE>

Company Overview

CytoGenix  has  developed  down  regulation  and  gene  silencing   technologies
comprising a set of techniques  which can either prevent a gene from  expressing
the  protein  for which it is encoded  or  interact  with the target  protein to
change or inhibit its function.  These techniques are based on the use of single
stranded DNA (ssDNA) expression vectors for production of specifically  designed
strings of single  stranded  DNA  (oligos)  inside a cell which can be useful in
triplex, antisense, DNA enzyme and aptameric applications.  Triplex applications
are those where a designed sequence of ssDNA binds to a specific location in the
duplex DNA of the genome which can inhibit a promoter or  expression of a target
gene and prevent gene expression. In some antisense applications, the expression
vector makes a specific  ssDNA  sequences that binds to a  complementary  target
mRNA's and prevents the production of the encoded  protein.  When this antisense
sequence  binds to the  targeted  mRNA it prevents  mRNA from being  "read" by a
ribosome.  This antisense  approach can be modified so that internally  produced
ssDNA sequence  contains an additional DNA enzyme sequence in the central region
of the ssDNA sequence which can degrade the target mRNA after the sequence binds
to the  targeted  mRNA and  prevents  further  translation.  Aptamers  are ssDNA
sequences that directly bind to the target  proteins to inhibit their  function.
The  Company has  coordinated  and  performed  experiments  utilizing  all these
applications.  The results  appear in scientific  publications  in peer reviewed
journals as well as in patent  applications,  some of which have been granted or
allowed.

The Company's  early research and  development on ssDNA  expression  vectors was
dependent  upon the use of DNA plasmids  produced using  bacterial  fermentation
techniques.  The Company  looked for  alternatives  and  developed a process for
producing enzymatically  biosynthesized DNA (synDNA(TM)) without using bacterial
fermentation.  The  bacteria-free  process for making and purifying  therapeutic
quality DNA is proprietary to the Company.  The Company believes the combination
of, rapid manufacture,  and regulatory advantages associated with endotoxin-free
and bacteria-free production may make our production process more desirable than
that of plasmid DNA. The Company is currently  generating  minimal revenues from
synDNA(TM) sales.

The Company has used it's  enzymatically  biosynthesized  DNA process to develop
DNA  vaccines.  Tests  comparing  the efficacy of various DNA vaccines made with
synDNA(TM) to conventional, bacteria-grown plasmids have demonstrated synDNA(TM)
products are equivalent to or more effective than these conventional plasmids in
some cases.  These tests have included  targets such as HIV,  Hepatitis B virus,
Smallpox,  as well as  seasonal  and  avian  flu.  The  Company  has  entered  a
Cooperative Research and Development Agreement with the United States Department
of Agriculture (USDA) to develop a DNA vaccine against  Brucellosis and with the
United States Army Medical Research Institute for Infectious Diseases (USAMRIID)
to develop DNA vaccines against ebola and equine encephalitis. If the Company is
able to raise  sufficient  operating  capital,  it plans to  pursue  cooperative
agreements with the federal government especially in the bio-terror and pandemic
threat areas.

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 to develop and license intellectual property.

Results of Operations

Three Months Ended March 31, 2009 Compared to Three Months Ended March 31, 2008.

          For the three months ended March 31, 2009, we reported a net loss of $
203,193,  or less than one cent per share,  and revenue of $0 as compared with a
net loss of $883,255,  or less than one cent per share,  and revenues of $13,160
the three months ended March 31, 2008.  Revenue for the three months ended March
31, 2008 resulted from the sale of synDNA.


                                       9
<PAGE>

          Research and Development  Expenses.  Research and development expenses
decreased to $2,462 for the first quarter of 2009 as compared to $247,419 during
the same period in 2008 due to the Company not having any  scientist  working or
carrying on any significant R&D during the three months ended March 31, 2009.

          General  and  Administrative  Expenses.   General  and  administrative
expenses  decreased  to  $185,450  for the first  quarter  of 2009  compared  to
$554,565 for the same period in 2008  primarily  due to the decrease of $193,581
in  management  staff,  a decrease  of $87,883 in legal fees for patents and the
lawsuit by former employees to a minimal amount for the three months ended March
31, 2009, a decrease of $41,310 in accounting  fees and a decrease of $30,000 in
marketing expense.

          Consulting  Expenses.  Consulting  expenses  decreased to $277 for the
first  quarter of 2009  compared to $52,009  for the same  period in 2008.  This
decrease was due to the Company not contracting with any consultants  during the
three months ended March 31, 2009.

          Depreciation and Amortization Expenses.  Depreciation and amortization
expenses  decreased to $15,004 for the first quarter of 2009 compared to $15,860
for the same period in 2008 due primarily to certain items of equipment reaching
their full depreciation cycle.

          Interest  Expense.  Interest  expense  decreased  to $0 for the  first
quarter of 2009  compared  to  $16,725  for the same  period in 2008,  which was
related to a loan from a related party existing in 2008.

Liquidity and Capital Resources

Our working  capital  deficit  increased by $23,189 to ($3,207,128) at March 31,
2009 compared to  ($3,183,939)  at December 31, 2008.  This deficit is primarily
due to lack of revenues while we are  continuing to incur  ordinary  general and
administrative and research and development and operating expenses.

Our cash flows from operations were negative during the three months ended March
31,  2009  and  2008,  respectively,  due  to  our  lack  of  revenues  and  the
continuation  of general and  administrative  and research and  development  and
operating  costs. Our primary funding source during the three months ended March
31, 2009 came from $165,000 in stock subscriptions as financing activities.

We consumed $88,498 in cash from operating activities for the three months ended
March 31, 2009 compared with $181,271 for the three months ended March 31, 2008.
The decrease is attributable to the Company's reduced operating level during the
three months ended March 31, 2009.

We had a net loss of  $203,193  and  $883,255  $0.01 and $0.01 per share for the
three months ended March 31, 2009 and 2008, respectively.

Our financial  statements  are prepared using  principles  applicable to a going
concern,  which  contemplates  the  realization  of assets  and  liquidation  of
liabilities  in  the  normal  course  of  business.  However,  we  do  not  have
significant cash or other material liquid assets,  nor do we have an established
source of revenue  sufficient  to cover our  operating  costs and to allow us to
continue  as a going  concern.  We may, in the  future,  experience  significant
fluctuations  in our  results  of  operations.  If we  are  required  to  obtain
additional debt and equity financing or our illiquidity could suppress the value
and price of our shares if and when trading in those shares  develops.  However,
our future offerings of securities may not be undertaken, and if undertaken, may
not be successful or the proceeds  derived from these offerings may be less than
anticipated  and/or may be insufficient to fund operations and meet the needs of
our  business  plan.  Our current  working  capital is not  sufficient  to cover
expected  cash  requirements  for 2009 or to bring us to a  positive  cash  flow
position. If we do not raise sufficient capital to execute our business plan, it
is possible that we will not be able to continue as a going concern.


                                       10
<PAGE>

The Company is currently operating at a loss and will continue to require equity
and/or debt financing until it develops revenue from product sales or licensing.
The process of developing the Company's  future  products will require hiring of
additional  personnel,  significant expenses associated with additional research
and development,  preclinical  testing and clinical trials, as well as processes
directly related to attaining regulatory approvals.  These activities,  together
with the Company's general and administrative  expenses,  are expected to result
in  operating  losses  for at three to five more  years.  The  Company  will not
receive  product  revenue  from  therapeutic  and  vaccine  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.

We are attempting to raise additional  capital through bridge loans and sales of
common stock either through private  placements or public offerings,  as well as
seeking other sources of funding.  There are no assurances that the Company will
be able to achieve a level of revenues adequate to generate sufficient cash flow
from operations or obtain the additional financing through private placements or
public offerings to support the investment in the Company's technologies.  It is
possible that  additional  equity  financing will be highly dilutive to existing
shareholders.  If these funds are not available the Company may not continue its
operations or execute its business plan.

Intellectual Property Matters:

As of March 31, 2009, CytoGenix holds approximately 15 granted patents (2 US; 13
foreign)   covering  our  original  ssDNA  expression   vector  and  anti-herpes
platforms, with 27 additional pending patent applications covering these as well
as our synDNA and avian flu vaccine platforms.

With  sufficient  funding the  Company's  budget  would be expected to be in the
$4,600,000  range for  operations  in fiscal year 2009,  of which  approximately
$1,500,000  would  be  allocated  for  general  and  administrative   costs  and
$3,100,000 for research and development.
 We will require equity  financing to satisfy our working capital  requirements,
and have, as of March 31, 2009, $82,927 of cash on hand for fiscal year 2009. Of
the $3,100,000 budgeted for research and development expenses, the Company would
anticipate utilizing $2,300,000 for pre-clinical development.

The Company's ability to continue  operations  through December 31, 2009 depends
on its success in obtaining equity financing in an amount  sufficient to support
at least its basic 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, 2009.  It is
possible that  additional  equity  financing will be highly dilutive to existing
shareholders.

ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Item 3 is not required for a smaller reporting company.









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<PAGE>

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 Securities  Exchange Act of 1934, as
amended,  or the Exchange Act, as of March 31, 2009. The Company  concluded that
material weaknesses over internal control of financial reporting,  as previously
disclosed,  are  still in  existence.  Based on this  evaluation  our  principal
executive officer and principal  financial officer concluded that our disclosure
controls and  procedures  as of March 31, 2009 are not  effective to ensure that
information  we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed,  summarized and reported accurately and
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

Changes in Internal Controls

The Company is attempting to remediate its control deficiencies.  Remediation of
the identified  material weakness in internal controls over financial  reporting
will be addressed and modified as needed until all necessary  internal  controls
are  implemented  and operate for a period of time, are tested,  and the Company
and its auditors are able to conclude that such internal controls
 are operating  effectively.  The Company  cannot  provide  assurance that these
procedures  will be successful in identifying  material errors that may exist in
the financial  statements.  The Company cannot make  assurances that it will not
identify  additional material weaknesses in its internal controls over financial
reporting in the future.

                           PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

BREACH OF CONTRACT ACTION

Employment Actions

Four former  employees of the Company filed  compliant with the Texas  Workforce
Commission  in 2008 for a total of  approximately  $175,000 for wages claimed as
unpaid by the Company.

In November 2006, former Chief Financial Officer (CFO), Lawrence Wunderlich, and
former Chief Operations Officer (COO), Frank Vazquez, resigned from the Company.
The  Company  and  former   officers  are  pursuing   arbitration  to  determine
obligations  consistent with the circumstances  surrounding the former officers'
resignations.

On June 30, 2008, CytoGenix, Inc. (the "Company"), Lawrence Wunderlich and Frank
Vazquez entered into a Settlement  Agreement and Mutual Release (the "Settlement
Agreement")  regarding arbitration No. 70 144 08333 06, styled Frank Vazquez and
Lawrence  Wunderlich  v.  CytoGenix,   Inc.,  before  the  American  Arbitration
Association in Houston,  Texas, (the "Arbitration").  Pursuant to the Settlement
Agreement, all claims of Messrs. Vazquez and Wunderlich against the Company, and
all claims of the Company  against each of Messrs.  Vazquez and Wunderlich  have
been  released,  acquitted  and forever  discharged.  The  Settlement  Agreement
obligates the Company to issue to (i) Mr. Wunderlich  warrants to acquire, on or
before June 30, 2011, 1,066,666 shares, 1,066,667 shares and 1,066,667 shares of
the  Company's  common  stock at  exercise  prices  of $0.05,  $0.10 and  $0.15,
respectively,  and (ii) Mr. Vazquez  warrants to acquire,  on or before June 30,
2011, 666,666 shares, 666,667 shares and 666,667 shares of the Company's common



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<PAGE>

stock at  exercise  prices of $0.05,  $0.10 and $0.15,  respectively.  Under the
Settlement  Agreement  the Company is also  obligated  to pay  $150,000  each to
Messres.  Vazquez and Wunderlich in equal monthly installments ($3,125 per month
to each) over a four-year  period  commencing  October 1, 2008.  The Company has
negotiated with Messres. Vazquez and Wunderlich to defer the commencement of the
monthly  payments set forth in the settlement  agreement from October 1, 2008 to
April 1,  2009.  As of the date of this  filing,  the  Company  has not made any
payments  to Vazquez  and  Wunderlich  and they have given the Company a default
letter and  requested  the Judge to execute the Agreed  Default  Judgment in the
Settlement Agreement.

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

In February and March 2009, the Company received  $165,000 for 11,000,000 shares
of restricted common stock from a private  placement  offering begun in February
2009 at a share price of $0.015 per share. The proceeds will be used for general
corporate   purposes.   The  issuance  of  these  shares  was  exempt  from  the
registration  requirements  of the  Securities  Act of 1933 under  Section  4(2)
thereof.













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<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)

          10.1*     Loan  Agreement  dated  January 7, 2008  between  CytoGenix,
                    Inc., and KV Mechanical  Construction  and Restoration  Co.,
                    Inc.

          10.2*     Supply  Agreement  Amendment  No.  2 dated  April  28,  2008
                    between CytoGenix, Inc. and GE Healthcare Bio-Sciences Corp.

          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      Certification  by Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.



          32.2      Certification  by Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------------------
* Included in previous filings.


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<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: May 20, 2009                         By:   /s/  Lex Cowsert
                                                    ----------------
                                                    Lex Cowsert, PH.D.
                                                    President and Chief
                                                    Executive Officer
















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