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

                                    FORM 10-Q

[X]  QUARTERLY  REPORT UNDER  SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the quarterly period ended June 30, 2007

[ ]  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 filer | |   Accelerated filer |X|   Non-accelerated filer | |


         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 June 30, 2007 was 140,663,961.



<PAGE>

<TABLE>

<CAPTION>


                                TABLE OF CONTENTS
<S>                                                                             <C>                <C>

PART I     FINANCIAL INFORMATION

           ITEM 1. - Financial Statements

               Balance Sheets as of June 30, 2007 (Unaudited) and
               December 31, 2006                                                                    3

               Statements of Operations for the three and six months ended June 30,
               2007 and 2006, and period from February 10, 1995 (Inception) through  June 30,
               2007(Unaudited)                                                                      4

               Statements of Cash Flows for the six months ended June 30, 2007
               and 2006, and period from February 10, 1995 (Inception) through June 30,
               2007 (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                      13

           ITEM 4.  Controls and Procedures                                                         13

PART II    OTHER INFORMATION                                                                        14

           ITEM 1.  Legal Proceedings                                                               14

           ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds                     15

           ITEM 6.  Exhibits                                                                        16

SIGNATURES                                                                                          17

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                                       2
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                                                            June 30,      December 31,
                                                                              2007           2006
                                                                          (Unaudited)
                                                                          ------------    ------------
<S>                                                                        <C>                <C>

                                    ASSETS

Current Assets:
     Cash                                                                 $    778,432    $  2,854,197
     Accounts receivable, net                                                   26,307           2,577
     Inventory                                                                 324,882         421,957
     Prepaid expenses                                                           45,540          14,297
                                                                          ------------    ------------

                               Total Current Assets                          1,175,161       3,293,028

Property and equipment, net                                                    263,245         261,793
Deposits                                                                       727,560         481,971
Long-term investments - restricted                                             176,016         172,892
                                                                          ------------    ------------

                                   Total Assets                           $  2,341,982    $  4,209,684
                                                                          ============    ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Long-term debt, current portion                                      $     26,385    $     25,153
     Accounts payable                                                          265,128         309,874
     Accrued expenses                                                        1,172,486         927,889
                                                                          ------------    ------------

                             Total Current Liabilities                       1,463,999       1,262,916

     Long-term debt, less current portion                                       31,501          45,015
                                                                          ------------    ------------

                                 Total Liabilities                           1,495,500       1,307,931
                                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, $.001 par value; 50,000,000 share authorized,
         no shares issued and outstanding                                         --              --
     Common stock, $.001 par value; 300,000,000 share authorized,
         140,663,961 and 140,663,961 share issued and outstanding as of
         June 30, 2007 and December 31, 2006, respectively                     140,664         140,664
     Additonal paid-in capital                                              33,863,818      30,544,649
     Treasury stock                                                           (629,972)       (629,972)
     Deficit accumulated during the development stage                      (32,528,028)    (27,153,588)
                                                                          ------------    ------------

                            Total Stockholders' Equity                         846,482       2,901,753
                                                                          ------------    ------------

                    Total Liabilities and Stockholders' Equity            $  2,341,982    $  4,209,684
                                                                          ============    ============
</TABLE>




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




                                       3


<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
          THREE AND SIX MONTHS ENDING JUNE 30, 2007 AND 2006 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2007
                                   (UNAUDITED)
                                                                                                               Inception
                                                       Three Months Ended            Six Months Ended           Through
                                                    June 30,       June 30,       June 30,      June 30,       June 30,
                                                      2007           2006           2007          2006           2007
                                                   ------------  -------------  ------------- -------------  --------------
<S>                                                                             <C>           <C>            <C>


REVENUES                                           $    39,459    $    37,180   $     39,459  $     37,180   $     199,027

COSTS OF REVENUES                                       12,248         11,656         12,248        11,656         322,688
                                                   ------------  -------------  ------------- -------------  --------------

      GROSS MARGIN                                      27,211         25,524         27,211        25,524        (123,661)

COSTS AND EXPENSES:
      Research and development                       1,941,390        642,568      2,458,374     1,141,077      12,463,710
      General and administrative                     2,334,802        288,628      2,892,278       810,986      17,348,020
      Consulting expense                                20,743          1,035         28,774        10,110       1,892,892
      Depreciation and amortization                     16,442         11,037         31,884        17,555         350,232
      Impairment expense                                     -              -              -             -         345,588
      Equity in losses in joint venture                      -              -              -             -          10,000
                                                   ------------  -------------  ------------- -------------  --------------

LOSS FROM OPERATIONS                                (4,286,166)      (917,744)    (5,384,099)   (1,954,204)    (32,534,103)

OTHER INCOME:
      Interest income                                   11,579            981         13,132         1,947          20,805
      Interest expense                                  (1,851)             -         (3,473)            -          (6,484)
      Loss on disposal of property of equipment              -              -              -             -         (10,760)
      Dividend income                                        -              -              -             -           2,514
                                                   ------------  -------------  ------------- -------------  --------------

NET LOSS                                           $ (4,276,438) $   (916,763)  $ (5,374,440) $ (1,952,257)  $ (32,528,028)
                                                   ============  =============  ============= =============  ==============

Net loss per share:
      Basic and diluted net loss per share         $     (0.03)  $      (0.01)  $      (0.04) $      (0.02)
                                                   ============  =============  ============= =============

Weighted average shares outstanding:
      Basic and diluted                            140,663,961    125,914,952    140,663,961   125,097,661
                                                   ============  =============  ============= =============

</TABLE>




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



                                       4

<PAGE>

<TABLE>

<CAPTION>
                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
               SIX MONTHS ENDING JUNE 30, 2007 AND 2006 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2007
                                   (UNAUDITED)
                                                                                                      Inception
                                                                                                       Through
                                                                                                       June 30,
                                                                          2007            2006           2007
                                                                    ------------    ------------    ------------
<S>                                                                 <C>             <C>             <C>

OPERATING ACTIVITIES:
    Net Loss                                                        $ (5,374,440)   $ (1,952,257)   $(32,528,028)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                                        31,884          17,556         346,854
      Share-based compensation expense                                 3,319,169            --         3,319,169
      Impairment expense                                                    --              --           345,588
      Loss on disposal of property & equipment                              --              --            10,760
      Accrued interest income on long-term investment-restricted          (3,124)         (1,948)        (10,516)
      Stock issued for services                                             --              --         7,746,178
      Stock option expense                                                  --              --         2,062,193
      Equity in losses of joint venture                                     --              --            10,000
      Changes in assets and liabilities:
         Accounts receivable                                             (23,731)        (39,410)        (26,307)
         Inventory                                                        97,075        (176,719)       (324,882)
         Prepaid expenses                                                (31,242)       (136,338)        (45,540)
         Deposits                                                           --              --            (6,399)
         Accounts payable                                                (44,746)        131,225         265,128
         Accrued expenses                                                244,598         129,745       1,977,705
                                                                    ------------    ------------    ------------

Net cash used in operation activities                                 (1,784,557)     (2,028,146)    (16,858,097)
                                                                    ------------    ------------    ------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                                   (33,336)       (207,111)       (591,447)
    Payments for deposit on building contract                           (245,589)           --          (721,161)
    Issue note receivable                                                   --              --           (25,100)
    Investment in long-term CD                                              --              --          (165,500)
    Investment in joint venture                                             --              --           (10,000)
                                                                    ------------    ------------    ------------

Net cash used in investing activities                                   (278,925)       (207,111)     (1,513,208)
                                                                    ------------    ------------    ------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                                             --              --           330,000
    Payment on notes payable                                             (12,283)           --          (272,114)
    Treasury share sold                                                     --              --         1,290,568
    Purchase of treasury shares                                             --              --           (60,000)
    Buyback of stock warrants                                               --              --              (571)
    Proceeds from stock subscriptions                                       --         2,096,571            --
    Sale of common stock, net fundraising                                   --              --        17,137,355
    Sale of common stock for exercised warrants                             --              --           571,999
    Contributions to capital                                                --              --           152,500
                                                                    ------------    ------------    ------------

Net cash provided by (used in) financing activities                      (12,283)      2,096,571      19,149,737
                                                                    ------------    ------------    ------------

NET CHANGE IN CASH                                                    (2,075,765)       (138,686)        778,432
CASH, beginning of period                                              2,854,197       1,307,965            --
                                                                    ------------    ------------    ------------

CASH, end of period                                                 $    778,432    $  1,169,279    $    778,432
                                                                    ============    ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                                   $      1,851    $       --      $      2,894
                                                                    ============    ============    ============

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

NONCASH TRANSACTIONS:
    Common stock issued for debt                                    $       --      $       --      $    805,219
    Received treasury stock for note receivable                             --              --            25,100
    Common stock issued for patent                                          --              --           375,000

</TABLE>



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

                                       5
<PAGE>



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

The  accompanying  unaudited  interim  financial  statements of CytoGenix,  Inc.
("CytoGenix")  have been  prepared  in  accordance  with  accounting  principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the audited financial statements and notes thereto contained in CytoGenix's
latest  annual  report  filed  with  the  SEC on Form  10K.  In the  opinion  of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be  expected  for the full year.  Notes to the  financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial  statements  for fiscal year ending  December 31, 2006, as reported in
the Form 10K, have been omitted.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

CytoGenix is obligated, per employment agreements, to deliver cash bonuses after
year end based on the increase in average  share price of the  Company's  common
stock from the last 20 trading days of 2007 to the last 20 trading days of 2006.
This bonus is payable when the stock  appreciation  is at least 15%. The Company
has  accrued  no bonus  amount  in the first  six  months  of 2007  based on the
Company's common stock price as of June 30, 2007.

On June 11, 2007, CytoGenix, Inc. (the "Company") entered into an amendment (the
"Amendment") to the March 24, 2006 supply agreement (the "Supply  Agreement") it
previously  entered into with GE  Healthcare  Bio-Sciences  Corp  ("GEHC").  The
Amendment  does not obligate  the Company to purchase  from GEHC in 2007 genomic
DNA kits for use in the  amplification  and preparation of cell free plasmid DNA
(the "DNA Kits").  The Company's  obligation to purchase a minimum number of DNA
Kits  commences  on March 25,  2008 at an  aggregate  cost of  $250,000  for the
following 12 months.  The initial term of the  Amendment  ends on March 24, 2008
and the parties may elect to extend the term for three additional  years. In the
event the term is so  extended,  the  Amendment  provides  the  Company  will be
obligated to purchase a minimum  number of DNA Kits that would cost $500,000 the
second year,  $1,000,000 the third year and $2,000,000 the fourth year,  subject
to GEHC's right to increase the prices each year up to a percentage equal to the
percentage  increase of the producer  price index for drugs and  pharmaceuticals
issued by the U.S. Department of Labor. In addition, the Amendment obligates the
Company to pay GEHC  various  royalty  percentages  of revenue  derived from the
Company's sale of DNA to existing  customers,  customers referred to the Company
by GEHC and any other customer.

Waldroff and Applied Veterinary  Genomics,  Inc. ("AVGI") - initiated litigation
in  March  2004  over the  validity  of  license  agreements  between  CytoGenix
(licensor) and William Waldroff (licensee) for use of CytoGenix ssDNA expression
technology in shrimp and horse therapeutic  applications.  AVGI, as sublicensee,
was a third party in this action. A jury trial held in February 2005 resulted in
entry of a judgment against CytoGenix requiring performance on the contracts and


                                       6
<PAGE>

payment of attorney fees. CytoGenix  subsequently  appealed this decision and in
December  2006 the 1st Court of Appeals  reversed  the trial  court's  judgment,
finding no need for CytoGenix to perform on the contracts and no need for either
party to pay the  opposing  party's  attorney  fees.  Waldroff  and AVGI filed a
motion for a rehearing; CytoGenix filed a timely response to that motion and the
parties  await  decision  by the Court.  On March 3, 2007,  the Court of Appeals
denied Waldroff/AVGI's Motion for Rehearing.  Waldroff and AVGI filed a petition
for  review  before the  Supreme  Court of Texas.  The high  court  subsequently
dismissed that petition and the parties await issuance of a final mandate by the
1st Court of Appeals.

Pending  resolution  of the  Court's  decision  and  possible  ongoing  appeals,
CytoGenix  established  a long-term  CD in the amount of $115,500 to comply with
the trial court  judgment.  This CD earns  interest at a rate of 3.4%  annually.
Upon  issuance of a final  mandate by the 1st Court of Appeals,  this CD will be
released to CytoGenix.

In November  2006,  both the former  Chief  Financial  Officer  (CFO),  Lawrence
Wunderlich,  and the former  Chief  Operations  Officer  (COO),  Frank  Vazquez,
resigned  from the  Company.  The  Company  and former  officers  are  currently
pursuing  arbitration  to resolve  claims by Messrs.  Vazquez and Wunderlich and
counterclaims  by  the  Company.   In  conjunction  with  the  former  officers'
resignations, the former CFO filed a Sarbanes Oxley Whistleblower Complaint with
the  Department  of Labor in January of 2007.  The action is against the Company
and the Chief Executive Officer,  Malcolm Skolnick.  The Securities and Exchange
Commission  (SEC)  requested   information  from  the  Company   addressing  the
allegations  and the Company has responded to that request.  The Company's Board
of Directors designated a special committee of independent  directors that hired
independent  outside  counsel  to  conduct  an  independent   investigation.   A
preliminary report was filed with the SEC on June 12, 2007. As of August 9, 2007
this investigation remains pending.  Management intends to vigorously defend the
actions brought by the former COO and CFO.

NOTE 3 - Stock Based Compensation

Employee Stock-Based Compensation

The Board  resolved  during a regular  scheduled  meeting  on April 17,  2007 to
register the underlying  shares of the 2003 Stock Option Plan. At such time when
the shares are registered the stock options will be fully exercisable.  Employee
stock-based  compensation  expenses  relating to the 2003 stock  option plan was
recorded as follows:

         Research and development                  $1,517,979
         General and administrative                 1,801,190
                                                   ----------

         Stock-based compensation                  $3,319,169
                                                   ----------



                                       7
<PAGE>



We used the Black-Scholes  option-pricing model ("Black-Scholes model") to value
our stock options with the following assumptions:

         Volatility                   116% to 250%
         Risk-Fee Interest Rate         4.50%
         Dividend Yield                 0.00%
         Expected Term (years)         10.00

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

         IN  ACCORDANCE  WITH  THE  "SAFE  HARBOR"  PROVISIONS  OF  THE  PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF 1995,  THE  COMPANY  NOTES  THAT  CERTAIN
STATEMENTS IN THIS FORM 10-Q WHICH ARE  FORWARD-LOOKING  AND WHICH PROVIDE OTHER
THAN HISTORICAL INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE
COMPANY'S RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG
OTHERS,   STATEMENTS  CONCERNING  THE  COMPANY'S  GENERAL  BUSINESS  STRATEGIES,
FINANCING  DECISIONS,  AND  EXPECTATIONS  FOR FUNDING CAPITAL  EXPENDITURES  AND
OPERATIONS  IN THE  FUTURE.  WHEN  USED  HEREIN,  THE WORDS  "BELIEVE,"  "PLAN,"
"CONTINUE,"  "HOPE,"  "ESTIMATE,"  "PROJECT,"  "INTEND,"  "EXPECT,"  AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING  STATEMENTS.  ALTHOUGH
THE COMPANY  BELIEVES THAT THE  EXPECTATIONS  REFLECTED IN SUCH  FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS,  NO STATEMENTS CONTAINED IN THIS
FORM 10-Q SHOULD BE RELIED UPON AS PREDICTIONS OF FUTURE EVENTS. SUCH STATEMENTS
ARE NECESSARILY DEPENDENT ON ASSUMPTIONS,  DATA OR METHODS THAT MAY BE INCORRECT
OR IMPRECISE AND MAY BE INCAPABLE OF BEING REALIZED. THE RISKS AND UNCERTAINTIES
INHERENT  IN THESE  FORWARD-LOOKING  STATEMENTS  COULD CAUSE  ACTUAL  RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED IN OR IMPLIED BY THESE STATEMENTS.

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

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


                                       8

<PAGE>


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.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2007 Compared to Three Months Ended June 30, 2006.

         For the three  months  ended June 30,  2007,  we reported a net loss of
$4,276,438, or less than one cent per share,  and $39,459 of revenue as compared
with a net loss of  $916,763,  or less than one cent per share,  and  $37,180 of
revenue for the three months ended June 30, 2006.

         Research and Development  Expenses.  Research and development  expenses
increased to $1,941,390  for the second  quarter of 2007 as compared to $642,568
during the same period in 2006 due to an increase of approximately $1,517,979 in
compensation  expenses  resulting from awards previously  granted under our 2003
stock option plan. This increase in compensation  expenses was partially  offset
by the decrease of approximately  $95,000 in salary,  bonus, and related payroll
expenses not paid in 2007 to a former executive  officer due to his resignations
in the last quarter of 2006. The increase was additionally  offset by a decrease
of  approximately  $55,000 in research  consultants  and recruiter  expenses and
$25,000 research conference expenses.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $2,334,802  in the second  quarter of 2007  compared to
$288,628  for  the  same  period  in  2006  primarily  due  to  an  increase  of
approximately   $1,801,190  in  compensation   expenses  resulting  from  awards
previously  granted  under our 2003 stock  option  plan and an increase in legal
fees and  investigation  fees amounting to approximately  $173,000 relating to a
Sarbanes-Oxley  whistleblower  complaint and an arbitration  complaint  filed by
former executive officers.  Additional  increases occurred in director & officer
liability  insurance  premiums  of  $12,000  and Board of  Director  and  annual
shareholder meeting expenses of $34,000.

         Consulting  Expenses.  Consulting expenses increased to $20,743 for the
second  quarter of 2007  compared  to $1,035 for the same  period in 2006.  This
increase  was  primarily  due to an  increase in fees for a  consultant  used to
assist with  construction  management for the construction of our new office and
production facility.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased to $16,442 for the first quarter of 2007 compared to $11,037
for the  same  period  in 2006  primarily  due to the  additional  research  and
development equipment purchased for production.

                                       9
<PAGE>



Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006.

         For the six  months  ended  June 30,  2007,  we  reported a net loss of
$5,374,440,  or less than one cent per share, and $39,459 of revenue as compared
with a net loss of $1,952,257,  or less than two cent per share,  and $37,180 of
revenue for the six months ended June 30, 2006.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $2,458,374  for the  first  six  months  of 2007 as  compared  to
$1,141,077  during the same period in 2006 due to an  increase of  approximately
$1,517,979 in compensation  expenses  resulting from awards  previously  granted
under our 2003 stock option plan.  This  increase in  compensation  expenses was
offset by the decrease of approximately  $200,000 in salary,  bonus, and related
payroll  expenses  not paid in 2007 to a  former  executive  officer  due to his
resignation in the last quarter of 2006.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased to  $2,892,278  for the first six months of 2007 compared to
$810,986  for  the  same  period  in  2006  primarily  due  to  an  increase  of
approximately   $1,801,190  in  compensation   expenses  resulting  from  awards
previously  granted  under our 2003 stock  option  plan and an increase in legal
fees and investigation  expenses amounting to approximately $282,000 relating to
a Sarbanes-Oxley  whistleblower  complaint and an arbitration complaint filed by
former executive officers. Additional increases occurred in director and officer
liability   insurance  premiums  of  $12,000,   Board  of  Director  and  annual
shareholder  meeting  expense of $50,000,  and accounting  fees of $54,000.  The
increases  were  offset by the  decrease  of  approximately  $139,000 in salary,
bonus,  and  related  payroll  expenses  not paid in 2007 to a former  executive
officer  due to his  resignation  in the last  quarter of 2006 and a decrease in
investor relations consultant expenses of $21,000.

         Consulting  Expenses.  Consulting expenses increased to $28,774 for the
first six months of 2007  compared to $10,110 for the same period in 2006.  This
increase  was  primarily  due to an  increase in fees for a  consultant  used to
assist with  construction  management for the construction of our new office and
production facility.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased  to  $31,884  for the first six months of 2007  compared  to
$17,555 for the same period in 2006 primarily due to the additional research and
development equipment purchased for production.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has budgeted  approximately  $5,700,000  for  operations in
fiscal year 2007,  of which  approximately  $2,100,000  has been  allocated  for
general and administrative costs and $3,600,000 for research and development. We
will rely on equity financing to satisfy our working capital  requirements,  and
have as of June 30, 2007  $778,432 of cash on hand for fiscal year 2007.  Of the
$3,600,000  budgeted  for  research  and  development   expenses,   the  Company
anticipates  $2,000,000  will  be  utilized  for  pre-clinical  development  and
$1,600,000 used for synDNA(TM) development.

         The Company's ability to continue  operations through December 31, 2007
will depend on its success in obtaining equity financing in an amount sufficient
to support its operations through that date. There is substantial doubt that the


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<PAGE>

Company  will  be able  to  generate  sufficient  revenues  or be able to  raise
adequate  capital to remain a going concern through  December 31, 2007. Based on
historical  yearly financial  requirements,  operating  capital of approximately
$5.7  million  will be  needed  for each of the last six  months of 2007 and the
calendar year of 2008.

         The Company  expects its sources of revenue for the next several  years
to  consist   primarily  of  income  generated  by  the  sale  of  enzymatically
synthesized  DNA  (synDNA(TM))  to  companies  involved  in the  development  of
DNA-based  therapeutics  and vaccines,  and payments earned under future product
development joint ventures,  licensing agreements, and royalties. The process of
developing  the  Company's  future  products  will require  hiring of additional
personnel, 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 the next eighteen  months.  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.

         CytoGenix has developed a broad  platform of down  regulation  and gene
silencing  technologies.  Down regulation of genes or gene silencing comprises a
set of techniques which can prevent a gene from expressing the protein for which
it is  encoded  or  interact  with a 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  of peer reviewed  journals and have
been incorporated into numerous patent applications,  some of which have 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.  At the time the Company's experiments began, clinical
grade plasmids could be obtained for  approximately  $25,000 per gram.  When the
Company introduced its first product, Simplivir(TM), an anti-herpes compound, to
the FDA,  the price  for  clinical  grade  plasmids  had risen to  approximately
$250,000 per gram. The Company looked for  alternatives  and developed a process
for producing enzymatically synthesized DNA (synDNA(TM)) without using bacterial
fermentation.  The bacteria-free  process for making therapeutic  quality DNA is
proprietary  to the Company.  Through its use, we have met our own product needs
and have  directed our excess  capacity to  producing  DNA for other third party
users in the market. The combination of competitive pricing,  rapid manufacture,


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<PAGE>

and regulatory  advantages  associated  with  endotoxin-free  and  bacteria-free
production  make  our  products  very  competitive.  The  Company  is  currently
generating  revenues  from  synDNA(TM)  sales.

         We have been able to expand our product  line to include 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.  These tests
have included targets such as HIV, Hepatitis B virus, Smallpox, and seasonal and
avian flu. Challenged  experiments have show the Company's DNA vaccine for avian
flu protected the majority of the vaccinated animals against lethal doses of the
flu virus.  The Company  has  entered a  Cooperative  Research  and  Development
Agreements 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.  The Company is pursuing other  CRADA's/contracts
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 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  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.

INTELLECTUAL PROPERTY MATTERS:

         In the quarter ending June 30, 2007,  CytoGenix continues to expand its
enforceable  patent rights covering the Company's basic in vivo ssDNA expression


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<PAGE>

technology in the foreign markets by registration of patent rights in a total of
nine European countries. During the second quarter, additional grants protecting
this  technology  were  awarded  in India and  Korea;  a similar  grant had been
previously granted in China during the last quarter of 2006.

         Also,  during  the  second  quarter  of  2007,  the  Company's  initial
international  patent application  covering its synDNATM technology was expanded
into eleven  individual  country and regional  applications,  including  the US.
Normal prosecution is in progress.

ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of June 30, 2007 the Company has a restricted  long-term CD  (Certificate  of
Deposit) investment for the Waldroff litigation matter discussed above.  Pending
resolution of an appeal of this case the Company has  established a long-term CD
in the amount of $115,500.  This CD earns  interest at a rate of 3.4%  annually.
Upon  issuance of a final  mandate by the 1st Court of Appeals,  this CD will be
released.

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 (the  "Exchange  Act"),  as of the end of the period covered by
this  report.  Based on this  evaluation  our  principal  executive  officer and
principal   financial  officer  concluded  that  our  disclosure   controls  and
procedures are 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  within the time periods  specified in  Securities  and
Exchange  Commission rules and forms. Our disclosure controls and procedures are
designed to provide  reasonable  assurance that such  information is accumulated
and communicated to our management,  including our principal  executive  officer
and  principal  financial  officer,  as  appropriate  to allow timely  decisions
regarding required disclosure.

         At December 31, 2006 the Company indicated their control  deficiencies,
which  together  constituted a material  weakness  over the  Company's  internal
control over financial  reporting are still in existence.  The Company is in the
process of remedying the control  deficiencies  and will continue to do so going
forward.

CHANGES IN INTERNAL CONTROLS

The Company is remedying 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. Effective with the first six months in 2007, the Company has (i)


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<PAGE>


implemented  increased  segregation  of duties between the check  issuance,  the
check  signature,  and  the  bank  statement  reconciliation   functions,   (ii)
implemented  the  requirement for greater  documentation  for all  expenditures,
including  approvals by division  manager and CEO under  certain  circumstances,
(iii) is developing  controls to insure proper  accounting  for  non-routine  or
complex  accounting  issues,  and to insure that  agreements are provided to and
reviewed by appropriate  accounting  and financial  personnel on a timely basis,
and (iv) hired an outside financial  reporting  consultant.  The function of the
outside  accounting   consultant  is  to:  (i)  review  alternative   accounting
treatments  for  significant  transactions  and  to  make  sure  that  they  are
documented  and  approved by  management,  (ii)  develop a  financial  reporting
process,  and (iii)  review the  financial  data used to prepare  the  financial
statements.  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

Waldroff and Applied Veterinary  Genomics,  Inc. - Litigation initiated in March
2004 over the validity of license  agreements  between CytoGenix  (licensor) and
William Waldroff (licensee) for use of CytoGenix ssDNA expression  technology in
shrimp and horse  therapeutic  applications.  AVGI, as sublicensee,  was a third
party in this action.  A jury trial held in February 2005 resulted in entry of a
judgment against CytoGenix requiring performance on the contracts and payment of
attorney  fees.  CytoGenix  subsequently  appealed this decision and in December
2006 the 1st Court of Appeals  reversed the trial court's  judgment,  finding no
need for  CytoGenix to perform on the  contracts and no need for either party to
pay the opposing party's attorney fees. Waldroff and Applied Veterinary Genomics
filed a motion for a rehearing  and  CytoGenix  filed a timely  response to that
motion. On March 3, 2007, the Court of Appeals denied Waldroff/AVGI's Motion for
Rehearing. As of the date of this filing, Waldroff/AVGI has now filed a petition
for review by the Supreme Court of Texas. The high court subsequently  dismissed
that petition and the parties await issuance of a final mandate by the 1st Court
of Appeals.

Pending  resolution of an appeal CytoGenix has established a long-term CD in the
amount of  $115,500  to  comply  with the trial  court  judgment.  This CD earns
interest at a rate of 3.4% annually. Upon issuance of a final mandate by the 1st
Court of Appeals, this CD will be released to CytoGenix.

EMPLOYMENT ACTIONS

In November  2006,  both the former  Chief  Financial  Officer  (CFO),  Lawrence
Wunderlich,  and the former  Chief  Operations  Officer  (COO),  Frank  Vazquez,
resigned  from the  Company.  The  Company  and former  officers  are  currently
pursuing  arbitration  to resolve  claims by Messrs.  Vazquez and Wunderlich and
counterclaims  by  the  Company.   In  conjunction  with  the  former  officers'
resignations, the former CFO filed a Sarbanes Oxley Whistleblower Complaint with
the  Department  of Labor in January of 2007.  The action is against the Company


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<PAGE>

and the Chief Executive Officer,  Malcolm Skolnick.  The Securities and Exchange
Commission  (SEC)  requested   information  from  the  Company   addressing  the
allegations  and the Company has responded to that request.  The Company's Board
of Directors designated a special committee of independent  directors that hired
independent  outside  counsel  to  conduct  an  independent   investigation.   A
preliminary report was filed with the SEC on June 12, 2007. As of August 9, 2007
this investigation remains pending.  Management intends to vigorously defend the
actions brought by the former COO and CFO.

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

In the six months  ended June 30,  2007,  CytoGenix  did not issue any shares of
common or preferred stock.
















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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 Ahe  Securities  and Exchange  Commission  on
                              December 23, 2003)

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

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

               32.1           Section  1350  Certification  of  Chief  Executive
                              Officer

               32.2           Section  1350  Certification  of  Chief  Financial
                              Officer


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


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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: August 14, 2007                      By:  /s/  Malcolm Skolnick
                                                 ---------------------
                                                   MALCOLM SKOLNICK
                                                   PRESIDENT AND CHIEF
                                                   EXECUTIVE OFFICER














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