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

                                    FORM 10-Q

        [X]  QUARTERLY  REPORT  UNDER  SECTION  13 OR  15(D)  OF THE  SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2006

        [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from ___________  to   ____________.

                         Commission file number: 0-26807

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

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



         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 [ ] Non-accelerated filer [X]


         Indicate by check mark whether the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

         The number of shares  outstanding  of the issuer's  common  stock,  par
value $.001 per share, as of May 15, 2006, was 125,377,370



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<CAPTION>


                                TABLE OF CONTENTS
<S>                                                                               <C>

PART I    FINANCIAL INFORMATION

          ITEM 1. - Financial Statements

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

                 Statements of Operations for the three months ended March
                 31, 2006 and 2005 (Unaudited)                                         4

                 Statements of Cash Flows for the three months ended
                 March 31, 2006 and 2005 (Unaudited)                                   5

                 Notes to Financial Statements (unaudited)                             6

          ITEM 2.  Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                              7

          ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk          11

          ITEM 4.  Controls and Procedures                                             11

PART II   OTHER INFORMATION                                                            11

          ITEM 1.  Legal Proceedings                                                   11

          ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds         12

          ITEM 3.  Exhibits                                                            13

SIGNATURES                                                                             14

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                                       2
<PAGE>

<TABLE>

<CAPTION>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.



                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS


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

                                     ASSETS

Current Assets:
     Cash                                                                  $    540,635    $  1,307,965
     Inventory                                                                  176,571            --
     Prepaid expenses                                                            43,818          21,392
                                                                           ------------    ------------

                                Total Current Assets                            761,024       1,329,357

Property and equipment, net of $173,308 and $166,789 accumulated
     depreciation for March 31, 2006 and December 31, 2005, respectively        143,023          56,287
Deposits                                                                          6,399           6,399
Long-term investments - restricted                                              118,872         117,905
                                                                           ------------    ------------

                                    Total Assets                           $  1,029,318    $  1,509,948
                                                                           ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                      $    348,500    $    258,495
     Stockholders' subscription payable                                         365,000            --
     Accrued expenses                                                           943,791         843,932
                                                                           ------------    ------------

                             Total Current Liabilities                        1,657,291       1,102,427
                                                                           ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
     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,
         125,377,370 and 124,460,970 share issued and outstanding as of
         March 31, 2006 and December 31, 2005, respectively                     125,377         124,461
     Additonal paid-in capital                                               23,970,170      23,971,086
     Treasury stock                                                            (629,972)       (629,972)
     Deficit accumulated during the development stage                       (24,093,548)    (23,058,054)
                                                                           ------------    ------------

                        Total Stockholders' Equity (Deficit)                   (627,973)        407,521
                                                                           ------------    ------------

                Total Liabilities and Stockholders' Equity (Deficit)       $  1,029,318    $  1,509,948
                                                                           ============    ============


</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 MONTHS ENDING MARCH 31, 2006 AND 2005 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
                                                                                       Inception
                                                                                        Through
                                                       2006              2005        March 31, 2006
                                                   -------------    -------------    --------------
<S>                                                                 <C>              <C>


REVENUES                                           $        --      $        --      $      82,575

COSTS OF REVENUES                                           --               --            264,893
                                                   -------------    -------------    -------------

       GROSS MARGIN                                         --               --           (182,318)

COSTS AND EXPENSES:
       Research and development                          498,509          346,852        8,304,697
       General and administrative                        522,358          330,780       13,443,271
       Consulting expense                                  9,075             --          1,527,556
       Depreciation and amortization                       6,518            8,845          276,111
       Impairment expense                                   --               --            345,588
       Equity in losses in joint venture                    --               --             10,000
                                                   -------------    -------------    -------------

LOSS FROM OPERATIONS                                  (1,036,460)        (686,477)     (24,089,541)

OTHER INCOME (EXPENSE):
       Gain on sale of security                             --               --                881
       Interest income                                       966             --              3,652
       Loss on disposal of property of equipment            --               (368)         (10,173)
       Dividend income                                      --               --              1,633
                                                   -------------    -------------    -------------

NET LOSS                                           $  (1,035,494)   $    (686,845)   $ (24,093,548)
                                                   =============    =============    =============

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

Weighted average shares outstanding:
       Basic and diluted                             124,613,703      109,652,754
                                                   =============    =============

</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
             THREE MONTHS ENDING MARCH 31, 2006 AND 2005 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2006
                                   (UNAUDITED)
                                                                                     Inception
                                                                                      Through
                                                                                     March 31,
                                                         2006           2005            2006
                                                    ------------    ------------    ------------
<S>                                                 <C>             <C>             <C>

OPERATING ACTIVITIES:
    Net Loss                                        $ (1,035,494)   $   (686,845)   $(24,093,548)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                         6,518           8,845         272,736
      Impairment expense                                    --              --           345,588
      Loss on disposal of property & equipment              --               368          10,173
      Gain on long-term investments - restricted            (967)           --            (3,372)
      Stock issued for services                             --            11,000       7,470,978
      Stock option expense                                  --              --         2,062,193
      Equity in losses of joint venture                     --              --            10,000
      Changes in assets and liabilities:
         Inventory                                      (176,571)           --          (176,571)
         Prepaid expenses                                (22,426)           --           (43,818)
         Deposits                                           --              --            (6,399)
         Accounts payable                                 90,005         (10,723)        348,500
         Accrued expenses                                 99,859          96,764       1,749,010
                                                    ------------    ------------    ------------

Net cash used in operation activities                 (1,039,076)       (580,591)    (12,054,530)
                                                    ------------    ------------    ------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                   (93,254)        (10,391)       (396,520)
    Issue note receivable                                   --              --           (25,100)
    Investment in long-term CD                              --              --          (115,500)
    Investment in joint venture                             --              --           (10,000)
                                                    ------------    ------------    ------------

Net cash used in investing activities                    (93,254)        (10,391)       (547,120)
                                                    ------------    ------------    ------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                             --              --           250,000
    Payment on notes payable                                --              --          (250,000)
    Treasury share sold                                     --              --         1,290,568
    Purchase of treasury shares                             --              --           (60,000)
    Buyback of stock warrants                               --              --              (571)
    Proceeds from stock subscriptions                    365,000            --           365,000
    Sale of common stock, net fundraising                   --           437,080      10,597,789
    Sale of common stock for exercised warrants             --              --           796,999
    Contributions to capital                                --              --           152,500
                                                    ------------    ------------    ------------

Net cash used in financing activities                    365,000         437,080      13,142,285
                                                    ------------    ------------    ------------

NET CHANGE IN CASH                                      (767,330)       (153,902)        540,635
CASH, beginning of period                              1,307,965         453,235            --
                                                    ------------    ------------    ------------

CASH, end of period                                 $    540,635    $    299,333    $    540,635
                                                    ============    ============    ============

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

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

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

</TABLE>


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

                                       5
<PAGE>




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

NOTE 1 - BASIS OF PRESENTATION

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

NOTE 2 - RECLASSIFICATIONS

Certain  amounts in the 2005  financial  statements  have been  reclassified  to
conform with the March 31, 2006 financial statement presentation.

NOTE 3 - COMMON STOCK

In the three months ending March 31, 2006,  CytoGenix  issued a total of 916,400
shares of common stock to financial  consultants for the $0.25 per share private
placement.  The shares were  recorded as a cost of capital in  conjunction  with
fourth quarter 2005 fundraising.

The  company  has agreed to issue  561,539  shares of common  stock in a private
placement  to  accredited  investors  at a cash  price  of $.65 per  share.  The
proceeds  for these  shares were  received in the first  quarter of 2006 but the
shares  have not been  issued  as of March  31,  2006 and as of the date of this
filing.  The cash  received of  $365,000  was  recorded as a stock  subscription
payable.

NOTE 4 - ACCOUNTING POLICY

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES

STOCK APPRECIATION BONUS

Cytogenix is obligated, per employment agreements, to deliver cash bonuses after
year end based on the  increase in average  share price of the  Company's  stock
price from the last 20 trading days of 2005 to the last 20 trading days of 2006.
This bonus is payable when the stock  appreciation  is at least 15%. The Company
has  accrued  $99,458  in  the  first  quarter  2006  based  on  current  market
conditions.

                                       6
<PAGE>


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


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

Pending  appeal  Cytogenix  has  established  a  long-term  CD in the  amount of
$115,500 to comply with the trial court judgment  pending appeal.  This CD earns
interest  at a rate of 3.4%  annually.


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


                                       7
<PAGE>



UNCERTAINTIES  INHERENT IN THESE  FORWARD-LOOKING  STATEMENTS COULD CAUSE ACTUAL
RESULTS  TO DIFFER  MATERIALLY  FROM  THOSE  EXPRESSED  IN OR  IMPLIED  BY THESE
STATEMENTS.

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

         IMPORTANT  RISK  FACTORS  THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM THE  EXPECTATIONS  REFLECTED IN ANY  FORWARD-LOOKING  STATEMENT
HEREIN  INCLUDE  AMONG OTHER  THINGS:  (1) THE ABILITY OF THE COMPANY TO QUICKLY
PENETRATE  THE MARKET  WITH ITS CURRENT  THERAPEUTIC  PRODUCTS  AGAINST  LARGER,
WELL-FINANCED COMPETITORS WITHIN THE MARKETPLACE; (2) THE ABILITY OF THE COMPANY
TO GENERATE  REVENUES IS  SUBSTANTIALLY  DEPENDENT UPON  CONTINUED  RESEARCH AND
DEVELOPMENT 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 March 31, 2006 Compared to Three Months Ended March 31, 2006

         For the three months  ended March 31,  2006,  we reported a net loss of
$1,035,494,  or less than one cent per share,  on no revenue as compared  with a
net loss of  $686,477,  or less than one cent per share,  on no revenue  for the
three months ended March 31, 2005.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $498,509  for the first  quarter of 2006 as  compared to $346,852
compared  to the same  period in 2005 due to the  increase  in R&D  payroll  and
employment costs and increased research activity.  Approximately $130,000 of the
increase  is a result of the  payroll  and  employment  costs and the  remaining
difference of $22,000 results from the increased  activity cost of antibacterial
and DNA vaccine research.


                                       8
<PAGE>


         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $498,509  for the first  quarter  of 2006  compared  to
$330,780 for the same period in 2005  primarily due to increase in payroll,  and
related employment costs.

         Consulting Expenses.  Consulting expenses increased from $9,000 for the
first  quarter  of 2006  compared  to $0 for the same  period in 2005 due to the
increased  use of  consultants  on issues of financial  planning and  government
contracts.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  decreased to $6,518 for the first  quarter of 2006  compared to $8,845
for the same period in 2005  primarily  due to office  furnishings  purchased in
previous years becoming fully depreciated in 2006.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has budgeted  approximately  $4,300,000  for  operations in
fiscal year 2006,  of which  approximately  $1,300,000  has been  allocated  for
general and administrative costs and $2,000,000 for research and development and
$1,000,000 for plant facilities. We will rely on equity financing to satisfy our
working capital requirements,  and have as of March 31, 2006 $540,635 of cash on
hand  for  fiscal  year  2006.  Of the  $2,000,000  budgeted  for  research  and
development  expenses,  the Company anticipates  $1,800,000 will be utilized for
pre-clinical development.

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

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

         The Company  expects its sources of revenue for the next several  years
to consist primarily of 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.


                                       9
<PAGE>



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

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

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

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

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

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



                                       10
<PAGE>

satisfactory or favorable to it. It is possible that additional equity financing
will be highly dilutive to existing shareholders.

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of March 31, 2006 the Company has a restricted  long-term CD  investment  per
the Waldroff litigation matter discussed below.  Pending appeal of this case the
Company has established a long-term CD in the amount of $115,500 to comply. This
CD earns interest at a rate of 3.4% annually.

ITEM 4.  CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

      Under  the  supervision  and with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended,  or the Exchange  Act, as of the end of the period  covered by
this report.  Based on this  evaluation,  our  principal  executive  officer and
principal   financial  officer  concluded  that  our  disclosure   controls  and
procedures were effective as of March 31, 2006.

CHANGES IN INTERNAL CONTROLS

      There has been no change in our internal control over financial  reporting
during the three months ended March 31, 2006 that has materially affected, or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

CytoGenix  filed a Declaratory  Judgment  action in February,  2004, to obtain a
finding of  nonliability  with respect to two old license  agreements for single
stranded DNA; one for




                                       11
<PAGE>

shrimp,  and one for horses,  originally  issued in 1998 to William B. Waldroff.
Waldroff and Applied Veterinary Genomics,  Inc. (AVGI), a party in interest as a
sublicensee of Waldroff's, counterclaimed for damages, attorneys fees, unrelated
torts, and a permanent  injunction to honor the purported licenses. A jury trial
was held in February 2005.  Both Waldroff and AVGI also sued three  directors of
CytoGenix for interfering with the licenses.  The jury did not make any findings
of  liability,  nor assess any damages  against any of the  directors or against
CytoGenix.  The court has preliminarily entered a judgment ordering CytoGenix to
perform  according to the  licenses,  and for  attorney's  fees in the amount of
$115,500.  After  receiving the trial  transcript,  the Company has appealed the
court's judgment and has filed the record and appellant's  brief in the Court of
Civil Appeals.  Pending appeal  Cytogenix has  established a long-term CD in the
amount of $115,500 to comply with the trial court judgment pending appeal.  This
CD earns interest at a rate of 3.4% annually.

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

In the three months ending March 31, 2006,  CytoGenix  issued a total of 916,400
shares of common stock, recorded as cost of capital, for fundraising efforts for
the $0.25  private  placement in 2005.  The company has agreed to issue  561,539
shares of common stock in a private placement to accredited  investors at a cash
price of $.65 per share.  The  proceeds  for these  shares were  received in the
first  quarter of 2006 but the shares  have not been issued as of March 31, 2006
and as of the date of this filing.








                                       12
<PAGE>



ITEM 3.       EXHIBITS.

             Exhibit Number          Description

                3.1*    Articles of Incorporation of Cryogenic Solutions, Inc.

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

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

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

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

                3.6*    Bylaws of Cryogenic Solutions, Inc.

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

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


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


                32.1    Section 1350 Certification of Chief Executive Officer

                32.2    Section 1350 Certification of Chief Financial Officer


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


                                       13
<PAGE>



                                   SIGNATURES

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

                                            CYTOGENIX, INC.

 Date: May 15, 2006                         By:  /s/  Malcolm Skolnick
                                                 ---------------------
                                                   MALCOLM SKOLNICK
                                                   PRESIDENT AND CHIEF
                                                   EXECUTIVE OFFICER


















                                       14
<PAGE>



                                                                    Exhibit 31.1

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

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

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated  the  effectiveness of the  registrant's  disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

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




<PAGE>


     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: May 15, 2006


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


<PAGE>



                                                                    EXHIBIT 31.2

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

I, Lawrence Wunderlich, Chief Financial Officer certify that:

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

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the effectiveness  of the  registrant's  disclosure  controls and
     procedures as of a date within 90 days prior to thefiling 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


<PAGE>

     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: May 15, 2006

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

<PAGE>



                                                                    EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the  Quarterly  Report  of  CytoGenix,  Inc.  (the
"Company")  on Form 1O-Q for the period  ending March 31, 2006 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Malcolm
H. Skolnick,  Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

(1)   The Report fully complies with the  requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

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


/s/ Malcolm H. Skolnick
-----------------------
MALCOLM H. SKOLNICK
CHIEF EXECUTIVE OFFICER


May 15, 2006


<PAGE>


                                                                    EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Quarterly  Report of CytoGenix,  Inc. (the "Company") on
Form 1O-Q for the period ending March 31, 2006 as filed with the  Securities and
Exchange Commission on the date hereof' (the "Report"),  I, Lawrence Wunderlich,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of 2002, that to the
best of my knowledge:

(1)   The Report fully complies with the  requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

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


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

May 15, 2006