(A DEVELOPMENT STAGE COMPANY)
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB



[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended June 30, 2003.

[ ]      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 small business issuer as specified in its charter)

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


                  9881 South Wilcrest, Houston, Texas           77099
                  -----------------------------------           -----
               (Address of principal executive offices)       (Zip Code)

         Issuer's telephone number, including area code: (281) 988-6118

         The number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date:

         As of June 30, 2003, 85,810,569 shares of the issuer's common stock was
outstanding.

         Transitional Small Business Disclosure Format (check one): Yes    No X
                                                                       ---   ---





<PAGE>

<TABLE>

<CAPTION>



                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2003
                                   (Unaudited)

                                     ASSETS

<S>                                                                                              <C>

CURRENT ASSETS:
  Cash                                                                                           $          301,914

Property and equipment, net of $153,853 accumulated depreciation                                             74,104
                                                                                                 ------------------
     Total assets                                                                                $          376,018
                                                                                                 ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable                                                                               $          252,254
  Accrued expenses                                                                                          443,577
                                                                                                 ------------------
    Total current liabilities                                                                               695,831
                                                                                                 ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value; 150,000,000 shares authorized, 85,810,569 shares
    issued and outstanding                                                                                   85,811
  Additional paid-in capital                                                                             15,809,886
   Treasury stock                                                                                          (629,972)
  Deficit accumulated during the development stage                                                      (15,585,538)
                                                                                                 -------------------
    Total stockholders' deficit                                                                            (319,813)
                                                                                                 ------------------
      Total liabilities and stockholders' deficit                                                $          376,018
                                                                                                 ==================
</TABLE>



<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
          THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2003
                                   (Unaudited)

                                                                                                                Inception
                                                   Three Months                       Six Months                 Through
                                                     June 30,                          June 30,                  June 30,
                                         ---------------------------------  -------------------------------  -----------------
                                                2003              2002            2003             2002              2003
                                         ---------------   ---------------  --------------   --------------  -----------------
<S>                                      <C>               <C>              <C>              <C>             <C>

 REVENUES                                $            -    $            -   $           -    $       1,700   $          2,575

 COSTS AND EXPENSES:
     Research and development                    65,380           268,621         189,707          535,090          4,985,675
     General and administrative                 170,680           640,658         534,492          917,709         10,062,722
     Depreciation and amortization                9,506            13,348          19,011           20,710            186,642
     Impairment expense                               -                 -               -                -            345,588
     Equity in losses of joint venture                -                 -               -                -             10,000
                                         --------------    --------------   -------------    -------------   ----------------

 LOSS FROM OPERATIONS                          (245,566)         (922,627)       (743,210)      (1,471,809)       (15,588,052)

 OTHER INCOME:
     Gain on sale of security                         -                 -               -                -                881
     Dividend income                                  -                 -               -                -              1,633
                                         --------------    --------------   -------------    -------------   ----------------

 NET LOSS                                $     (245,566)   $     (922,627)  $    (743,210)   $  (1,471,809)  $    (15,585,538)
                                         ==============    ==============   =============    =============   ================

 Net loss per share:
                                         $                 $                $                $
     Basic and diluted                            (0.00)            (0.02)          (0.01)           (0.03)
                                         ==============    ==============   =============    =============

 Weighed average shares outstanding:
     Basic and diluted                       73,039,033        55,014,619      68,215,274       50,471,373
                                         ==============    ==============   =============    =============
</TABLE>



<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            Statements of Cash Flows
               SIX MONTHS ENDED JUNE 30, 2003 AND 2002 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2003
                                   (Unaudited)
                                                                                                      Inception
                                                                                                       Through
                                                                2003                2002                 2003
                                                         -----------------   ------------------   ----------------
<S>                                                      <C>                 <C>                  <C>

OPERATING ACTIVITIES:
   Net loss                                              $        (743,210)  $      (1,471,809)   $    (15,585,538)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                                 19,011              31,334             186,642
      Impairment expense                                                 -                   -             345,588
      Stock issued for services                                    295,178              68,448           6,541,064
      Stock option expense                                               -                   -           1,797,300
      Equity in losses of joint venture                                  -                   -              10,000
      Changes in operating assets and liabilities:
         Deferred consulting expense                                     -             688,360                   -
         Prepaid expenses                                            8,214              (8,500)                  -
         Accounts payable & accrued expenses                        34,077            (420,328)            828,445
                                                         -----------------   ------------------   ----------------
Net cash used in operating activities                             (386,730)         (1,112,495)         (5,876,499)
                                                         -----------------   -----------------    ----------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                                    -           (   7,500)           (227,957)
   Issue note receivable                                                 -                   -             (25,100)
   Investment in joint venture                                           -                   -             (10,000)
                                                         -----------------   -----------------    -----------------
Net cash provided by used in investing activities                        -           (   7,500)           (263,057)
                                                         -----------------   -----------------    -----------------

FINANCING ACTIVITIES PROVIDED BY:
   Proceeds from notes payable                                           -                   -             250,000
   Payments on notes payable                                             -                   -            (250,000)
   Treasury shares sold                                                  -                   -           1,290,568
   Purchase of treasury shares                                           -                   -             (60,000)
   Sale of common stock                                            693,644           1,141,476           5,058,402
   Proceeds from loan from related party                                 -                   -               5,000
   Payment of loan from related party                               (5,000)                  -              (5,000)
   Contributions to capital                                              -                   -             152,500
                                                         -----------------   -----------------    ----------------
Net cash provided by financing activities                          688,644           1,141,476           6,441,470
                                                         -----------------   -----------------    ----------------

NET CHANGE IN CASH                                                 301,914              21,481             301,914
CASH, beginning of period                                                -              15,688                   -
                                                         -----------------   -----------------    ----------------
CASH, end of period                                      $         301,914   $          37,169    $        301,914
                                                         =================   =================    ================

NONCASH TRANSACTIONS:
   Common stock issued for debt                          $               -   $               -    $        135,990
   Received treasury stock for note receivable           $               -   $               -              25,100
   Common stock issued for patent                        $               -   $               -             375,000

</TABLE>


<PAGE>



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

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  10KSB.  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 2002, as reported in the 10KSB,  have been
omitted.


NOTE 2 - COMMON STOCK

In the six months ending June 30, 2003,  CytoGenix  issued  3,346,159  shares of
common  stock for  services  valued at $295,178  and sold  21,418,799  shares of
common stock for $693,644.












<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)



                                     PART I
ITEM 1   FINANCIAL STATEMENTS


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         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-QSB 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-QSB  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-QSB 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 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.



<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)


         The Company has budgeted $1,614,382 for operations in fiscal year 2003,
of which  $937,582 has been allocated for general and  administrative  costs and
$676,800 has been allocated for research and  development,  The Company has also
budgeted  $4,172,000 for operations in fiscal year 2004, of which $1,489,000 has
been  allocated for general and  administrative  costs and  $2,683,000  has been
allocated for research and development,

         The  Company  will rely on equity  financing  to  satisfy  its  working
capital  requirements,  and as of June 30, 2003 the Company had $301,914 in cash
on hand.

         There are currently over 800 U.S. patents for antisense  molecules with
therapeutic  potential,  each of which is a prospective licensee for CytoGenix's
technology.  The  Company  anticipates  entering  into  licenses  for a $100,000
initiation fee and either a minimum royalty fee of $50,000 per year or a royalty
fee equal to 15% of the licensee's net sales, whichever is greater.

         The Company's ability to continue  operations through December 31, 2003
and beyond  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, 2003.
Based  on  historical  yearly  financial  requirements,   operating  capital  of
approximately  $1.7  million  and $4.2  million  will be needed  for each of the
calendar years 2003 and 2004.respectively.

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


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) 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  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 submission
planned for December 2003 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.

<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)


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.



                                     PART II

ITEM 1.           LEGAL PROCEEDINGS.

ELLISTON LAWSUIT

The suit styled  Elliston v. CytoGenix,  Inc et al., Cause no.  2001-4884 in the
269th  District  Court of Harris  County,  Texas was  settled out of court as of
March 10,  2003 with mutual  releases by the parties of any and all claims.  The
terms of the settlement are confidential.





ITEM 2.           CHANGES IN SECURITIES


         On May 06, 2003, the Company issued 364,285 shares of its common stock.
These  shares  were sold for an  aggregate  cash price of $25,500  (or $0.07 per
share) in a private  placement to accredited  investors  (Brad  Houston-  78,571
shares,  William  Waldroff-  285,714  shares  pursuant  to  the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder.


<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)


         On May 16, 2003 the Company issued 2,043,210 shares of common stock. Of
these shares,  1,943,210 shares were sold for an aggregate cash price of $35,000
(or $0.018 per share) in a private  placement to  accredited  investors  (Roland
Violette-1,943,210 shares ) pursuant to the exemption from registration provided
by  Section  3(b) of the  Securities  Act of 1933 and Rule 504  thereunder.  The
remaining  shares  were  issued to (Harry  Bushong-  50,000  shares and  Timothy
Kipper- 50,000 shares) for services  rendered  aggregating  $7,000 (or $0.14 per
share).


         On June 03, 2003 the Company issued 719,413 shares of common stock. All
of these  shares were issued to  executive  officers  (Malcolm  Skolnick-156,648
shares,  Frank Vazquez-  117,510  shares,  Yin  Chen-93,989  shares and Lawrence
Wunderlich-  93,989 shares) and employees  (Kim Totsky- 49,407 shares,  Maury M.
Fogle- 57,739 shares,  Xin-Xing Tan- 78,324 shares and Harilyn  McMicken- 71,807
shares)  of the  Company as bonus for  compensation  for an  aggregate  price of
$69,835  or an  average  of $0.097  per share  (based on bonus of 20 % of annual
gross salary period) in reliance on the exemption from registration  provided by
Section 4(2) of the  Securities  Act of 1933 for  transactions  not  involving a
public offering.

         On June 26, 2003, the Company issued  1,616,067  shares of common stock
(Hydeman  family  Partners-  5,000 shares,  Douglas C. Nelkin- 67,857 shares for
services rendered aggregating $5,100 (or $0.07 per share). The remaining shares,
1,543,210  shares were sold for an  aggregate  cash price of $25,000 (or $0.0126
per   share)  in  a   private   placement   to   accredited   investor   (Roland
Violette-1,543,210 shares ) pursuant to the exemption from registration provided
by Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.


         On June 30, 2003 the Company issued  15,616,666 shares of common stock.
Of these shares,  15,  616,666  shares were sold for an aggregate  cash price of
$468,500  (or $0.03 per share) in a private  placement to  accredited  investors
(Paul Goldman-500,000 shares, Andrew Yosinoff - 266,666 shares, Jett - 5,000,000
shares, John Sullivan - 300,000 shares, Robert Lilley - 333,333 shares, Janie F.
Edwards - 450,000  shares,  Gary Edwards - 650,000 shares,  Charles  Skarshaug -
300,000  shares,  Richard  Cecil - 250,000  shares,  Series LTD,  Inc. - 500,000
shares,  Robert Pietrantonio - 166,667 shares, Joel Ray - 200,000 shares.  Jerry
Tullo -  100,000  shares,  Nasir &  Samina  Shaikh  -  500,000  shares,  John P.
skubinski - 500,000 shares,  Yvonne  Gattineri - 100,000  shares,  John & Sandra
Ehlert - 200,000  shares,  Ronald  huntsman - 300,000  shares,  Donald  Lawlor -
200,000 shares,  Peter Corbet - 200,000  shares,  Robert James - 166,667 shares,
Scott  huntsman - 200,000  shares,  Robert  Charney - 200,000  shares,  Robert &
Claudia White - 200,000 shares,  Steven Huntsman - 200,000 shares, Jerome Butler
- 200,000  shares,  Ray Adams - 100,000  shares,  Andrew Adams - 100,000 shares,
Carey D. Gray - 200,000 shares,  Ronald Kozak - 200,000 shares, D & L Builders -
200,000 shares,  Warren hammer - 200,000  shares,  Donals Lawlor 200,000 shares,
Bill Mergo - 200,000 shares,  Mark H. Mackain - 500,000 shares, Ruth V. Marascia
trust - 200,000 shares,  Dino Landino - 100,000 shares,  Richard Barry - 333,333
shares,  Roland  Violette - 900,000  shares ).  pursuant to the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder )






ITEM 3.          DEFAULTS UPON SENIOR SECURITIES.

               NONE.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
               NONE


<PAGE>


ITEM 5.            OTHER INFORMATION



ITEM 6           EXHIBITS AND REPORTS ON FORM 8-K

       (a)  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*               Bylaws of Cryogenic Solutions, Inc..

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

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


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

          (b) Financial Statement Schedules.

          All schedules are omitted  because they are not  applicable or because
the required  information is contained in the Financial  Statements or the Notes
thereto.

          (c) Reports on Form 8-K.

               None.






                                   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, 2003                      By: /s/  Malcolm Skolnick
                                                 ---------------------
                                                     MALCOLM SKOLNICK
                                                     PRESIDENT AND CHIEF
                                                     EXECUTIVE OFFICER


<PAGE>





                            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

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, 2003


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


<PAGE>



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

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

2. I have reviewed this 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

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, 2003


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