<PAGE>
                                  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 September 30, 2002.

[ ]      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 of                    (IRS Employer
        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 September 30, 2002, 59,948,015 shares of the issuer's common
stock was outstanding.

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







<PAGE>

                                     PART I
ITEM 1   FINANCIAL STATEMENTS

                                CYTOGENIX, INC .
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002

<TABLE>
<S>                                                               <C>
                                 ASSETS

CURRENT ASSETS

  Cash                                                            $          --

  Deferred consulting fees                                              364,962

  Prepaid expenses and other current assets                             113,714
                                                                  -------------

Total Current Assets                                                    478,676
                                                                  -------------

PROPERTY AND EQUIPMENT, NET                                             102,959

PATENTS, net of accumulated amortization of $40,440                     329,046
                                                                  -------------

    TOTAL ASSETS                                                  $     910,681
                                                                  =============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Bank Overdraft                                                $      16,307

  Accounts payable and accrued liabilities                              479,038

    Other current liabilities                                            85,926
                                                                  -------------

    TOTAL LIABILITIES                                                   581,271
                                                                  -------------

STOCKHOLDERS' EQUITY

  Capital Stock

  Common stock, $0.001 par value, 150,000,000 shares
    authorized, 59,948,015 shares issued and outstanding                 59,948

  Additional paid-in capital                                         14,512,674

  Treasury stock, 547,250 shares; at cost                              (629,972)

  Accumulated development stage deficit                             (13,613,240)
                                                                  -------------

TOTAL STOCKHOLDER'S EQUITY                                              329,410
                                                                  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $     910,681
                                                                  =============
</TABLE>
<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                               FOR THE THREE MONTHS                   FOR THE NINE MONTHS          FROM FEBRUARY 10,
                                                ENDED SEPTEMBER 30,                   ENDED SEPTEMBER 30,           1995 (DATE OF
                                          ------------------------------        ------------------------------      INCEPTION) TO
                                             2002               2001               2002                2001       SEPTEMBER 30, 2002
                                          -----------        -----------        -----------        -----------    ------------------
<S>                                       <C>                <C>                <C>                <C>            <C>
REVENUES

  Research kit sales                      $        --        $        --        $     1,700        $        --        $      2,575

  Gain on sale of security                         --                 --                 --                 --                 881

  Other                                            --                 --                 --                 --               1,633
                                          -----------        -----------        -----------        -----------        ------------

    TOTAL REVENUES                                 --                 --              1,700                 --               5,089
                                          -----------        -----------        -----------        -----------        ------------

OPERATING EXPENSES

  Research and development                    524,723          1,039,022          1,085,009          1,490,434           4,748,710

  General and administrative                  491,273            432,276          1,383,786          1,184,834           8,703,883

  Depreciation and amortization                 8,095             16,092             28,805             39,702             155,736

  Equity in losses of joint venture                --                 --                 --                 --              10,000
                                          -----------        -----------        -----------        -----------        ------------

    TOTAL EXPENSES                          1,024,091          1,487,390          2,497,600          2,714,970          13,618,329
                                          -----------        -----------        -----------        -----------        ------------

NET LOSS                                  $(1,024,091)       $(1,487,390)       $(2,495,900)       $(2,714,970)       $(13,613,240)
                                          ===========        ===========        ===========        ===========        ============

BASIC AND DILUTED LOSS PER
  COMMON SHARE                            $     (0.02)       $     (0.04)       $     (0.05)       $     (0.08)
                                          ===========        ===========        ===========        ===========

BASIC WEIGHTED AVERAGE SHARES              58,877,768         40,598,713         53,304,298         33,747,042
                                          ===========        ===========        ===========        ===========
</TABLE>
<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                 FOR THE NINE MONTHS           FROM FEBRUARY 10,
                                                                 ENDED SEPTEMBER 30,             1995 (DATE OF
                                                           --------------------------------      INCEPTION) TO
                                                               2002                 2001       SEPTEMBER 30, 2002
                                                           -----------          -----------    ------------------
<S>                                                        <C>                  <C>            <C>
CASH FLOWS FROM OPERATIONS

  Net loss                                                 $(2,495,900)         $(2,714,970)      $(13,613,240)

ADJUSTMENTS TO RECONCILE NET (LOSS) TO NET CASH
  USED BY OPERATING ACTIVITIES:

  Depreciation and amortization                                 45,546               39,702            172,477

  Common stock issued for services                             218,276            1,203,859          6,311,328

  Equity in losses of joint venture                                 --                   --             10,000

  Additional penalty in treasury shares                             --                   --            125,765

  Deferred consulting fees                                   1,350,265                   --          1,350,265

CHANGES IN OPERATING ASSETS AND LIABILITIES:

  Prepaid expenses and other assets                           (102,518)              (5,254)          (113,714)

  Notes receivable                                                  --                   --            (25,100)

  Accounts payable and accrued liabilities                    (302,236)             509,663            656,948

  Stockholders' loans                                               --                   --            135,990
                                                           -----------          -----------       ------------

NET CASH USED BY OPERATING ACTIVITIES                       (1,286,567)            (967,000)        (4,989,281)
                                                           -----------          -----------       ------------
CASH FLOWS FROM INVESTING

  Payments for additions to property and equipment              (8,535)                  --           (226,035)

  Investment in joint venture                                       --                   --            (10,000)
                                                           -----------          -----------       ------------

NET CASH USED IN INVESTING ACTIVITIES                           (8,535)                  --           (236,035)
                                                           -----------          -----------       ------------
CASH FLOWS FROM FINANCING

  Proceeds from note payable                                        --              250,000            250,000

  Payment on note payable                                           --             (250,000)          (250,000)

  Treasury shares sold subject to mandatory
    repurchase                                                      --                   --          1,104,803

  Proceeds from issuance of common stock and
     exercise of common stock warrants                       1,295,721            1,038,278          4,111,820

  Proceeds from issuance of common stock warrants                   --                   --             25,000

  Bank overdraft                                               (16,307)             (59,261)           (16,307)
                                                           -----------          -----------       ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                    1,279,414              979,017          5,225,316
                                                           -----------          -----------       ------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               (15,688)              12,017                 --


BALANCE AT BEGINNING OF YEAR                                    15,688                   --                 --
                                                           -----------          -----------       ------------

BALANCE AT END OF YEAR                                     $        --          $    12,017       $         --
                                                           ===========          ===========       ============
</TABLE>






<PAGE>

                             FOOTNOTES TO FINANCIALS


1.       NATURE OF OPERATIONS AND ORGANIZATION

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



2.       BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared by
         Cytogenix, Inc. (the "Company") and include all adjustments that are,
         in the opinion of management, necessary for a fair presentation of
         financial results for the nine month period ended September 30, 2002,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. All adjustments and provisions included in these statements
         are of normal recurring nature.


         The information contained herein is condensed from that which would
         appear in the annual financial statements; accordingly, the financial
         statements included herein should be reviewed in conjunction with the
         financial statements and related notes thereto contained in the Annual
         Report on Form 10-KSB filed by the Company with the Securities and
         Exchange Commission for the fiscal year ended December 31, 2001.
         Accounting measurements at interim dates inherently involve greater
         reliance on estimates than at year end. The results of operations for
         the interim period presented are not necessarily indicative of the
         results that can be expected for the entire year.


<PAGE>



3.       GOING CONCERN

         Since inception, the Company has been considered a development stage
         company and has not generated any operating revenue. To fund its
         development stage activities to date, the Company has relied on the
         sale of its common stock. There is substantial doubt that the Company
         will generate sufficient revenues during 2002 to meet its operating
         cash requirements. Accordingly, the Company's ability to continue
         operations through 2002 depends on its success in obtaining equity or
         debt financing in an amount sufficient to support its operations. This
         raises substantial doubt about its ability to continue as a going
         concern. The financial statements do not include any adjustments that
         might result from this uncertainty.



4.       STOCK BASED COMPENSATION

         During September 1999, the Company established an Employee Stock
         Purchase Plan (the "Purchase Plan"), under which employees may purchase
         common shares at par value quarterly up to 25% of their gross salary
         with the number of shares computed at the closing price on the last day
         of each pay period. The purchase plan was made retroactive to January
         1, 1999 and is compensatory since only a maximum discount of 15% is
         allowed for the purchase plan to be non-compensatory.


         For the period ended September 30, 2002, the Company issued 450,000
         shares of its common stock in return for services; 362,753 shares were
         issued to employees of the Company and 87,247 shares were issued for
         consulting and legal services provided by non-employees. Compensation
         cost and the aggregate fair value of consulting services for the nine
         month period ended September 30, 2002 was $89,598 and $59,780
         respectively. The aggregate fair value of consulting services includes
         $364,962 of deferred consulting fees as described in Note 5.



5.       CONSULTING AGREEMENT

         For the nine month period ended September 30, 2002, the Board of
         Directors approved a consulting agreement with a company ("the
         Consultant") that commenced March 19, 2002 and continues for a one year
         period. The services to be rendered include consultations with
         management of the Company with respect to financial relations, business
         promotion, business growth and development including merger and
         acquisitions, and general business consultation.


         The agreement calls for 2,200,000 shares of restricted common stock of
         the Company to be issued and delivered to an escrow agent and which
         shall be payable in the following manner: 1,000,000 shares will be due
         and payable to the Consultant and/or assigns immediately upon signing
         of the agreement, 200,000 shares will be due and payable to the
         Consultant and/or assigns on March 31, 2002, and the remaining
         1,000,000 shares will be due and payable to the Consultant and/or
         assigns


<PAGE>

         in equal installments of 100,000 shares beginning on April 30,
         2002 and ending on January 31, 2003. In accordance with SFAS 123 and
         EITF 96-18, the Company has accounted for the consulting agreement
         based on the fair market value of the Company's stock at the
         commencement date of the agreement. The Company expensed $472,667
         associated with this agreement as of September 30, 2002.



5.       CONSULTING AGREEMENT (CONTINUED)

         As part of the 10KSB filing for the year-ended December 31, 2001, the
         Company disclosed a consulting agreement with a shareholder that
         commenced February 15, 2001 and continued until December 31, 2002. Per
         the terms of the agreement, the shareholder was authorized stock
         options that vested immediately, and expenses related to these options
         were measured and recorded over the service period that coincided with
         the vesting. Additionally, the Company or consultant could terminate
         the agreement effective immediately upon receipt of written notice. On
         August 16, 2002 the consultant terminated the agreement and all
         remaining deferred consulting fees were expensed in accordance with
         SFAS 123 and EITF 96-18. Expenses related to the termination of the
         agreement were $236,387 for the period ended September 30, 2002.



6.       PRIVATE PLACEMENTS

         For the three month period ended September 30, 2002, the Company has
         received total proceeds of $152,550 for 1,695,000 shares related to
         private placements.



7.       GOVERNMENT GRANT

         The Company was awarded a $100,000 grant for research from the U.S.
         government. Amounts received are recognized as income in accordance
         with the purpose of the grant and in the period which the related
         expense is incurred. Grants received from the government and recognized
         as a reduction of costs of research and development expenses were
         $14,074 for the period ended September 30, 2002. Grants receivable of
         $85,926 are included in other current assets and deferred grant income
         of $85,926 is included in other current liabilities at September 30,
         2002.

<PAGE>
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>
         The Company has budgeted $3,200,000 for operations in fiscal year 2002,
of which $1,700,000 has been allocated for general and administrative costs and
$1,437,420 has been allocated for research and development, including five live
animal studies that are estimated to cost $50,000 per study. Dr. Yin Chen, Vice
President of Research and Development, of CytoGenix has determined the
scientific protocols for three of these studies. The Company will rely on equity
financing to satisfy its working capital requirements, and as of September 30,
2002 the Company had $0.00 in cash on hand. Of the $1,437,420 budgeted for
research and development expenses, the Company anticipates $498,650 will be paid
pursuant to the terms of the Company's sponsored research agreements with
Columbia University, Yale University, The Children's Research Center and Baylor
College of Medicine, $235,000 will be paid as patent attorneys fees and
expenses, $162,000 will be paid as salary to the Company's employees and
researchers and $46,000 will be paid for supplies. The remaining $495,770 will
be used for miscellaneous research expenses and for initiating future research
projects.

         There are currently over 600 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, 2002
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, 2002.
Based on historical yearly financial requirements, operating capital of
approximately $3.2 million will be needed for each of the calendar years 2002
and 2003.

         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.


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


<PAGE>
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.

         NONE.

ITEM 2.  CHANGES IN SECURITIES

         On July 2, 2002 the Company issued 138,885 shares of common stock. Of
these shares, 72,015 were issued to Mark Wisner for services rendered
aggregating $38,888 (or $0.54 per share). The remaining 66,870 shares were
issued (Michael Walters-22,220 shares, Charles S. Boyd-10,056 shares, Charles M.
Bardwell-10,056 shares, Frank Vazquez-15,231 shares and Scott Edward
Parazynski-9,307 shares) for past services rendered aggregating $17,251 (or an
average of $0.26 per share).

         Also on July 7, 2002, the Company issued 209,943 shares of Common
Stock. Of these shares, 127,726 were issued to executive officers (Malcolm
Skolnick-30,786 shares, Dell Gibson-18,472 shares, Yin Chen-18,472 shares and
Lawrence Wunderlich-18,472 shares) and employees (Kim Totsky-9,710 shares, Maury
M. Fogle- 17,702 shares, and Harilyn McMicken- 14,112 shares) of the Company for
an aggregate price of $33,208 (based on gross salary for each pay 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. Of the
$127,726, $210 was received from the employees in cash and the remainder
represents stock compensation. The remaining 82,217 shares were issued (Malcolm
Skolnick-21,429 shares, Dell Gibson-12,857 shares, Yin Chen-8,571 shares and
Lawrence Wunderlich-12,857 shares, Kim Totsky-6,146 shares, Maury M.
Fogle-11,786 shares, and Harilyn McMicken-8,571 shares) as bonus for
compensation for an aggregate price of $28,776 (or an average of $0.35 per
share), which shares were issued 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. Of the $28,776, $82 was received from the employee
in cash and the remainder represents stock compensation.

         On August 26, 2002, the Company issued 101,171 shares of Common Stock.
These shares were issued to executive officers (Malcolm Skolnick-28,509 shares,
Yin Chen-17,105 shares and Lawrence Wunderlich-17,105 shares) and employees (Kim
Totsky-8,992 shares, Maury M. Fogle- 16,392 shares, and Harilyn McMicken-13,068
shares) of the Company for an aggregate price of $26,618 (or an average of $0.26
per share) (based on gross salary for each pay 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. Of the $26,618, $101 was
received from the employees in cash and the remainder represents stock
compensation.




<PAGE>
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         NONE.

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

         NONE.

ITEM 5.  OTHER INFORMATION.

         As of July 1, 2002, Frank Vazquez has accepted the position of
         Executive Vice President and Chief Operations Officer. Reporting to Dr.
         Skolnick, Mr. Vazquez is responsible for the day-to-day operations of
         the business, with emphasis on the coordination of our scientific and
         commercial activities. Mr. Vazquez has 38 years of executive, marketing
         and operations management and entrepreneurial experience in
         Biotechnology, Pharmaceutical, Computer Software and Telecommunications
         companies. He was founding President/CEO and Vice Chairman of Lark
         Technologies, Inc. and founding President/CEO of Medical Metrics, Inc.
         He is highly experienced in establishing and developing biotechnology
         and medical products start-up companies. He has held the positions of
         Vice President Marketing and Sales, Trinity Computing Systems, Inc.,
         Vice President, Operations and Logistics, CooperVision (PR), Inc.,
         Senior Consultant with the firm of Booz Allen and Hamilton, and line
         management positions with ITT Corporation and IBM Corporation. He holds
         a B.S. in Economics, from Columbia University and has attended advanced
         management programs at Stanford University and the University of
         Chicago. Mr. Vazquez will remain on the Board of Directors until a
         replacement acceptable to the Board can be identified, invited to join,
         and accepts.

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


          (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.







* Incorporated by reference to such Exhibit to the 10-SB of the Company filed on
  January 31, 2001.
<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: November 14, 2002              By: /s/ Malcolm Skolnick
                                         --------------------------------
                                          Malcolm Skolnick
                                          President and Chief
                                          Executive Officer




<PAGE>
I, Lawrence Wunderlich, Chief Financial Officer certify that:

1. I have reviewed this quarterly report on Form 10-QSB 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: November 14, 2002



---------------------------
/s/ Lawrence Wunderlich
Lawrence Wunderlich
Chief Financial Officer




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

1. I have reviewed this quarterly report on Form 10-QSB 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: November 14, 2002


--------------------------
/s/ Malcolm Skolnick
Malcolm Skolnick
President & CEO


<PAGE>


                                  EXHIBIT INDEX

     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. Scction
                              1350, as adopted pursuant to Section 906 of
                              the Sarbanes-Oxley Act of 2002 - Chief
                              Exeuctive Officer

         99.2.                Certification pursuant to 18 U.S.C. Section
                              1350, as adopted pursuant to Section 906 of
                              the Sarbanes-Oxley Act of2002 - Chief
                              Financial Officer