UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 Form
10-Q/A  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the quarterly period ended September 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
(State or other jurisdiction of
incorporation or organization)
76-0484097
(IRS Employer Identification No.)3100 Wilcrest, Suite140, Houston, Texas
(Address of principal executive offices)
77042
(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 September 30, 2007 was 140,973,972.      TABLE OF
CONTENTS  PART I
FINANCIAL
INFORMATIONITEM 1. 
Financial StatementsBalance
Sheets as of September 30, 2007 (Unaudited) (Restated) and
December
31, 2006 (Restated)
4Statements of Operations for the three and nine months ended
September
30, 2007 and 2006 (Unaudited) (Restated).
5Statements
of Cash Flows for the nine months ended September 30, 2007
and
2006 (Unaudited) (Restated).
6Notes
to Financial Statements (Unaudited) (Restated)
7ITEM 2.
 Managements Discussion and Analysis of Financial
Condition
and Results of Operations
12ITEM 3.
 Quantitative and Qualitative Disclosures About Market Risk
18ITEM 4.
 Controls and Procedures
19PART II
OTHER
INFORMATION
19ITEM 1.
 Legal Proceedings
19ITEM 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
20ITEM 6.
 Exhibits
21SIGNATURES
23  2        This
Amendment No. 1 to the quarterly report on Form 10-Q/A (Form 10-Q/A) is being
filed to amend the CytoGenix, Inc. (the Company) quarterly report on Form 10-Q
for the quarter ended September 30, 2007, which was originally filed on November
14, 2007 (Original Form 10-Q).  We are
filing this Form 10-Q/A to amend and restate Part I Financial Information, Item
1 Financial Statements; Part  I Financial Information, Item 2 Managements
Discussion and Analysis of Financial Condition and Results of Operations.  In
connection with the establishment of the Companys stock option plans of 2003
and 2005, the Company did not recognize any compensation cost under SFAS 123(R).
 As a result of a recent letter from the staff of the SEC, we are restating
our financial statements (The Restatement) and associated disclosures to
include compensation cost upon vesting of options and to cease using the
designation Development Stage Company.  We understated non-cash expenses
and net loss by $916,040 in the quarter ending September 30, 2007.  The
restatement impacted certain line items within cash flows from operations, but
had no effect on total cash flows from operations and did not impact cash flows
from financing or investing activities.  This restatement had no impact on
the balance sheets, statements of operations or the net decrease in cash and
cash equivalents reported in the statements of cash flows for any periods
reported prior to December 31, 2005.  For the
convenience of the reader, this Form 10-Q/A, sets forth the Original Form 10-Q
in its entirety, as amended by this Form 10Q/A.  However, this Form 10-Q/A
amends only Items 1 and 2 of Part I, in their entirety, in each case, solely as
a result of, and to reflect, the Restatement, and, except as noted above, no
other information in the Original 10-Q is amended hereby.  In addition,
Item 6 of Part II, of this Form 10-Q/A has been amended to contain the
currently-dated certifications from our Chief Executive Officer and Chief
Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002.  These certifications are attached to this Form 10-Q/A as Exhibits
31.1, 31.2, 32.1, and 32.2.  This
amendment does not reflect events occurring after the filing of the Original
Form 10-Q, and does not modify or update the disclosures therein in any way
other than as required to reflect the adjustments described above.  Such
events include, among others, the events described in our quarterly reports on
Form 10-Q and annual report on Form 10-K for the quarters and year ended after
September 30, 2007, and the events described in our current reports on Form 8-K
filed after the filing or the Original Form 10-Q.   3      PART I. FINANCIAL
INFORMATION  ITEM 1.  FINANCIAL STATEMENTS. CYTOGENIX, INC.BALANCE SHEETSSeptember 30,

December 31,2007

2006(Unaudited)(Restated)

(Restated)ASSETSCurrent Assets:Cash
$
          228,830

$
       2,854,197Accounts receivable, net
2,555

2,577Inventory
316,933

421,957Prepaid expenses
33,016

14,297Total Current Assets
581,334

3,293,028Property and equipment, net
253,619

261,793Deposits
727,560

481,971Long-term investments - restricted
52,827

172,892Total Assets
$
       1,615,340

$
       4,209,684LIABILITIES AND STOCKHOLDERS'
EQUITYCURRENT LIABILITIES:Long-term debt, current portion
$
            27,023

$
            25,153Accounts payable
316,638

309,874Accrued expenses
1,354,561

927,889Total Current Liabilities
1,698,222

1,262,916  Long-term debt, less current portion
24,511

45,015Total Liabilities
1,722,733

1,307,931COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' 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,140,973,972 and 140,663,961 share issued and
outstanding as ofSeptember 30, 2007 and December 31, 2006,
respectively
140,974

140,664Additonal paid-in capital
35,549,277

34,851,026Treasury stock
(629,972)

(629,972)Accumulated deficit
(35,167,672)

(31,459,965)Total Stockholders' Equity
(107,393)

2,901,753Total Liabilities and Stockholders'
Equity
$
       1,615,340

$
       4,209,684The accompanying notes are an integral
part of these financial statements.    4      CYTOGENIX, INC.STATEMENTS OF OPERATIONSTHREE AND NINE MONTHS ENDING SEPTEMBER 30, 2007 AND
2006(UNAUDITED)Three Months Ended

Nine Months EndedSeptember 30,

September 30,

September 30,

September 30,2007

2006

2007

2006(Restated)

(Restated)

(Restated)

(Restated)REVENUES
$
              2,555

$
              8,115

$
            42,014

$
            45,295COSTS OF REVENUES
754

19,442

13,002

31,098GROSS MARGIN
1,801

(11,327)

29,012

14,197COSTS AND EXPENSES:Research and development
372,886

1,036,226

1,699,711

4,050,762General and administrative
911,747

627,394

2,162,904

2,494,866Consulting expense
126,029

282,557

154,803

292,667Depreciation and amortization
16,730

15,017

48,614

32,572LOSS FROM OPERATIONS
(1,425,591)

(1,972,521)

(4,037,020)

(6,856,670)OTHER INCOME:Interest income
2,831

1,477

15,963

3,424Interest expense
(1,810)

(1,572)

(5,283)

(1,572)Loss on disposal of property of equipment
1,150

-

1,150

-NET LOSS
$
     (1,423,420)

$
     (1,972,616)

$
     (4,025,190)

$
     (6,854,818)Net loss per share:Basic and diluted net loss per share
$
              (0.01)

$
              (0.02)

$
              (0.03)

$
              (0.05)Weighted average shares outstanding:Basic and diluted
140,735,630

128,257,802

140,687,851

126,082,958The accompanying notes are an integral
part of these financial statements.  5     CYTOGENIX, INC.STATEMENT OF CASH FLOWSNINE MONTHS ENDING SEPTEMBER 30, 2007 AND
2006(UNAUDITED)2007

2006(Restated)

(Restated)OPERATING ACTIVITIES:Net Loss
$
        (4,025,190)

$
        (6,854,818)Adjustments to reconcile net loss to net
cashused in operating activities:Deprecation and amortization
48,614

32,572Share-based compensation expense
916,040

3,682,862Loss on disposal of property & equipment
(1,150)

-Accrued interest income on long-term investment-
restricted
4,565

(3,424)Stock issued for services
100,004

275,200Changes in assets and liabilities:Accounts receivable
22

(7,615)Inventory
105,025

(450,757)Prepaid expenses
(18,719)

(2,615)Accounts payable
6,764

168,882Accrued expenses
426,671

125,193Net cash used in operation activities
(2,437,354)

(3,034,520)INVESTING ACTIVITIES:Purchase of property and equipment
(39,290)

(231,339)Payment for deposit on building contract
(245,589)

-Investment in long-term CD
115,500

(50,000)Net cash used in investing activities
(169,379)

(281,339)FINANCING ACTIVITIES:Proceeds from notes payable
-

80,000Payment on notes payable
(18,634)

(3,866)Proceeds from stock pending issurance
-

155,000Sale of common stock, net fundraising
-

2,166,570Net cash provided by (used in) financing
activities
(18,634)

2,397,704NET CHANGE IN CASH
(2,625,367)

(918,155)CASH, beginning of period
2,854,197

1,307,965CASH, end of period
$
             228,830

$
             389,810  SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
$
                 5,283

$
                 1,272Income taxes paid
$
                        -

$
                        -The accompanying notes are an integral
part of these financial statements.   6     CYTOGENIX, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED)   NOTE 1
 BASIS OF PRESENTATION  The accompanying unaudited interim financial statements of
CytoGenix, Inc. (CytoGenix) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (SEC), and should be read in
conjunction with the audited financial statements and notes thereto contained in
CytoGenixs latest annual report filed with the SEC on Form 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
 RESTATEMENT  In
connection with the establishment of the Companys stock option plans of 2003
and 2005, the Company took the position that no compensation cost should be
recognized by the Company until such time as the underlying shares were
registered, as this constituted a performance condition under SFAS 123(R) and
that such condition was not deemed probable at the time of the filing.  The
SEC disagreed with this position and requested the Company restate its financial
statements and associated disclosures to include compensation cost assuming the
options were exercisable as they vest. The error resulted in the understatement
of non-cash expenses and a corresponding understatement of net loss of $916,040
in the quarter ending September 30, 2007.  The restatement impacted certain
line items within cash flow from operations, but had no effect on total cash
flows from operations and did not impact cash flows from financing or investing
activities.  This restatement had no impact on the balance sheet, statement
of operations or the net decrease in cash and cash equivalents reported in the
statements of cash flows for any periods reported prior to September 30,
2007.  The
restatement also affected Note 5.  The
effect of the restatement on specific items in the balance sheet including
adjustments previously reported in the 2006 10K/A restatement is as follows:  September 30, 2007As PreviouslyReported

Adjustments

As RestatedSTOCKHOLDERS' DEFICIT:Additonal paid-in capital
$     34,280,998

$   1,268,279

$ 35,549,277 7      Retained deficit
(33,899,393)

(1,268,279)

(35,167,672)Total Stockholders' Deficit
(107,393)

-

(107,393)  The effect of the restatement on specific items in the statement
of operations is as follows:  September 30, 2007As PreviouslyReported

Adjustments

As RestatedCOSTS AND EXPENSES:Research and development
$    2,798,032

$(1,098,321)

$   1,699,711General and administrative
3,785,198

(1,622,294)

2,162,904LOSS FROM OPERATIONS
(6,757,635)

2,720,615

(4,037,020)NET LOSS
(6,745,805)

2,720,615

(4,025,190)  The
effect of the restatement on specific items in the statement of cash flows is as
follows:  September 30, 2007As PreviouslyReported

Adjustments

As RestatedOPERATING ACTIVITIES:Net Loss
$    (6,745,805)

$    2,720,615

$(4,025,190)Adjustments to reconcile net loss to net
cashShare-based compensation expense
3,636,655

(2,720,615)

916,040Net cash used in operating activities
(2,437,354)

-

(2,437,354)   NOTE 3
 RECLASSIFICATION  Certain
amounts in the 2006 financial statements have been reclassified to conform with
the September 30, 2007 financial statement presentation.  NOTE 4 - COMMITMENTS
AND CONTINGENCIES  CytoGenix is obligated, per an employment agreement, 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 nine months
of 2007 based on the Companys common stock price as of September 30, 2007.  8     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.  William Waldroff and
Applied Veterinary Genomics, Inc. (AVGI)  litigation was initiated in March
2004 regarding the validity of license agreements for use of our ssDNA
expression technology in shrimp and horse therapeutic applications.  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.  Waldroff and AVGI filed a
motion for a rehearing which was denied by the Appellate Court, and subsequently
filed a Petition for Review with the Texas Supreme Court which was also
dismissed.  A final mandate was issued by the 1stCourt of Appeals on August 31, 2007, the
security deposit made by the Company to comply with the trial court's judgment
was released, and the funds were returned to the Company.  In November 2006, 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
pursuing arbitration to determine obligations consistent with the circumstances
surrounding the former officers resignations.  The Company has also filed
counterclaims against the former officers.  Following his resignation, the
former CFO filed a Sarbanes Oxley (SOX) Whistleblower Complaint with the
Department of Labor in January of 2007 submitting complaints against the Company
and the Chief Executive Officer, Malcolm Skolnick. The SOX complaint was
forwarded to the SEC which made a separate inquiry.  The Company submitted
answers to the original inquiry and appointed a special investigative committee
made up of outside directors.  The committee retained an independent,
outside attorney to conduct an investigation to determine the merits of the
allegations made in the SOX complaint. The investigation was concluded and a
final report was filed with the SEC by the independent investigator on behalf of
the special committee on September 5, 2007. The report included a finding that
the allegations made in the SOX complaint are not supported by the evidence, are
devoid of merit, and must be rejected. The Company has not received any further
communication from the SEC with regard to the SOX complaint since its initial
request for information in January 2007.  The Company is preparing to
arbitrate the employment claims.   Management intends 9     to
vigorously defend the actions brought by the former COO and CFO.  In October 2006 the Company entered into an earnest money contract
with GSL Constructors, Ltd. for the construction of a building in the Westchase
District of Houston for $3,796,577.  A deposit of $475,572 was previously
paid by the Company.  Additional payments in 2007 of $245,589 were made for
change orders per the contract.  The second payment of $474,572 will be due
when the facility is completed to dried-in conditions.  This is expected to
occur in the fourth quarter of 2007.  The balance of the contract will be
due at closing.  This is expected to occur in the first or second quarter
of 2008.  Effective as of September 1, 2007, Mr. Taylor and CytoGenix
executed an employment letter (the Employment Letter).  Under the terms
of the Employment Letter, Mr. Taylors employment will be at-will and the
employment may be terminated at any time, with or without cause, by either Mr.
Taylor or CytoGenix.  Mr. Taylor will receive (i) an initial annual base
salary of $180,000; (ii) a restricted stock grant to purchase 500,000 shares of
CytoGenixs common stock at a purchase price of $0.001 per share; (iii) an
option to purchase 3,400,000 shares of CytoGenix common stock at a price per
share equal to the fair market value of CytoGenixs common stock at the date of
grant, vesting over three years with 33.3% of such option shares vesting on the
date of grant and thereafter 33.3% of such option shares vesting at the first
and second anniversaries of the date of grant.  Mr. Taylor will be entitled
to a cash bonus of $50,000 if an agreement is executed by CytoGenix in the first
year of his employment that provides for $10,000,000 or more to be paid for
CytoGenix equity securities or a cash bonus of $75,000 if an agreement is
executed by CytoGenix in the first year of his employment that provides for
$20,000,000 or more to be paid for CytoGenix equity securities.  Either
bonus will be paid 1/2 by CytoGenix at consummation of the transaction with the
remaining 1⁄2 to be paid on the first anniversary date of the consummation.
 Mr. Taylor will also receive certain other employee benefits available
generally to all employees or specifically to executives of CytoGenix, including
participation in CytoGenixs management incentive bonuses awarded by the board
of directors.  Under the terms of the Employment Letter, if Mr. Taylor is
terminated by CytoGenix without cause, he will be entitled to (i) continued
payment of his then base salary and provision of benefits for a period of one
year.  As a condition to employment, Mr. Taylor signed an Employee
Confidentiality, Intellectual Property Assignment and Non-Compete Agreement,
which prohibits Mr. Taylor from disclosing CytoGenix confidential information
and trade secrets, assigns all intellectual property developed by him in the
course of employment to CytoGenix and prohibits him from soliciting CytoGenixs
employees during the term of the agreement and for a period of one year
following termination of the employment.  As of September 30, 2007,
1,333,334 of option shares have vested and were recorded as compensation expense
of $317,486 and the 500,000 shares have been recorded as an accrued liability in
the amount of $150,000.  Mr. Taylors cash compensation has been recorded
in the regular course of business as general and administrative personnel
expense along with the other executives of the Company.  On September 4, and September 5, 2007, CytoGenix, Inc. (the
Company) entered into consulting agreements with Harris Forbes, Inc., TMS
Investments, Inc. and Chasseur Corporation (each a Consultant and,
collectively, the Consultants) pursuant to which each Consultant will be
issued in private placement transactions 1,000,000 shares of common stock of the
Company, par  10     value, $0.001 per share (the Common Stock), in 12 equal monthly
installments beginning on the effective date of the agreement.  The
Consultants will provide consulting services to the Company regarding the
Companys plans for growth and expansion and regarding the Companys business
image.  The issuance of the Common Stock is exempt from the registration
requirements of the Securities Act of 1933, as amended (the Act), pursuant to
Section 4(2) of the Act and Regulation D, Rule 506 promulgated thereunder
because the transaction did not involve a public offering and the Common Stock
was offered and will be issued only to accredited investors.  The
agreements also provide for the Company to reimburse the Consultants reasonable
and accountable out-of-pocket expenses, and each party to an agreement may
terminate it upon providing 30 days prior written notice to the other party.
 As of September 30, 2007 a total of 250,011 shares have been paid to
Harris Forbes, Inc. et. al for a value of $85,004. As previously announced, the Board of Directors of the Company
determined on January 29, 2007 to form a special committee to conduct an
investigation with respect to the issues alleged by Lawrence Wunderlich, the
Companys former chief financial officer and a former director, and take
appropriate remedial action based on the outcome of the investigation.  The
members of the special committee, Raymond L. Ocampo, Jr. and John J. Rossi,
Ph.D., received a report from the special committees counsel on September 6,
2007 (the Report), and that report has been provided to the full board of
directors and the Securities and Exchange Commission (SEC).  The Report
states the special committee has determined that Mr. Wunderlichs claims must
be rejected.  Although the independent investigation has been completed,
its conclusions have been approved by the special committee and the Report has
been provided to the SEC, there can be no assurance that the SEC will not
undertake its own investigation or reach conclusions differing from those
reached in the Report. On July 9, 2007, the Company entered into two contracts with Roban
Construction, Inc. to manage and act as the Companys representative with regard
to the GSL construction project for its new office/lab/production facility.
 The first contract is for the management of the basic structure
construction and is valued at $95,000 to be paid in eight equal monthly
installments of $11,875 beginning upon execution of the contract.  The
second contract is for management of the GMP facility and is valued at $128,590
to be paid in eleven equal monthly installments of $11,690.  The first
payment to be made upon execution of the contract, the second and third payments
to be made during the design and engineering stage with the remaining payments
to be made monthly during the construction phase.  As of September 30, 2007
a total of $ 47,500 has been paid to Roban Construction, Inc. for services
provided under the contracts. NOTE 5  STOCK-BASED
COMPENSATION  Employee
Stock-Based Compensation  On September 30, 2007 the Company had two stock-based
compensation plans, the 2003 stock option plan and the 2005 stock option plan.
 The Company  accounts for these plans in accordance with SFAS No. 123
(revised 2004), Share-Based Payment SFAS 123 (R), which requires companies to
recognize the costs of awards of equity instruments, such as stock options and
restricted stock, based on the fair value of those awards at the date of grant.
 The Company 11     adopted the SFAS 123 R effective January 1, 2006 using the
modified prospective method.  Based
on the employee stock option plans, compensation expense recorded for options
fully vested as of September 30, 2007 was recorded as follows:  Research
and development $419,658  General
and administrative 496,383 Stock-based
compensation $916,041   We used the Black-Scholes option-pricing model ("Black-Scholes
model") to value our stock options with the following assumptions:  Volatility 86% to 250% Risk-Fee
Interest Rate 4.50% Dividend
Yield 0.00% Expected
Term (years) 10.00  A
summary for our stock-based compensation activity for the nine months ended
September 30, 2007 is presented below:  Average
AggregatedAverage
Life
FairOptions
Price 1
(years)2
ValueOutstanding at December 31, 2006
22,179,000
$
            0.52
7.50
$  11,093,850Granted
3,400,000
0.30
10.00
$       879,240Exercised
-
-
-
-Forfeited/expired
(1,255,000)
0.73
7.65
(880,084)Outstanding at September 30, 2007
24,324,000
$
            0.46
7.15
$  11,093,006Exercisable at September 30, 2007
21,591,000
$
            0.48
6.85
$  10,101,971  1
Weighted-average exercise price 2 Weighted-average contractual
life remaining  The associated fair value of options vested prior to December 31,
2005 was $11,891,000.  This amount was not expensed at the time of vesting
in accordance with the then applicable provision of APB 25.  All options
are issued with an exercise price equal to the market value resulting in no
intrinsic value.  The
unvested options fair value will be recognized over their respective vesting
periods which ends September 30, 2008.  NOTE
6 - SUBSEQUENT EVENT  On
March 20, 2008, the Company received notice of termination of its construction
contract with GSL Construction Contractors, Ltd. (GSL) and forfeited
approximately $1,200,000 in deposits the Company had made as part of this
agreement.  ITEM 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL    12     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, PATENT
PORTFOLIO AND APPLICATIONS, 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 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) 13        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 September 30, 2007 Compared to Three Months
Ended September 30, 2006.  For the three months ended September 30, 2007, we reported a net
loss of $1,423,420 or less than one cent per share, and $2,555 of revenue as
compared with a net loss of $1,972,616 or less  than two cents per
share, and $8,115 of revenue for the three months ended September 30, 2006.  Revenues.  Revenue decreased to $2,555 for the third
quarter of 2007 as compared to revenue of $8,115 during the same period in 2006.
The decrease is a result of reduced sales of our synthetic DNA.  Research and Development Expenses.Research and
development expenses decreased to $372,886 for the third quarter of 2007 as
compared to $1,036,226 during the same period in 2006.  Approximately
$448,000 of the decrease is due to a decrease in non-cash stock based
compensation associated with our 2003 and 2005 employee stock option plans.
 Approximately $93,588 is due to a decrease in expenses associated with
sponsored research agreements.  Approximately $32,600 is due to a decrease
in lab supplies expense with the remaining difference of approximately $89,000
is due primarily to a decrease in R&D payroll expenses.  General and Administrative Expenses.  General
 and  administrative expenses  increased  to $911,747
 for the third  quarter  of 2007  compared  to $627,394
for the same period in 2006.  Legal fees increased by approximately
$139,286 while employee compensation costs increased by approximately $145,282
including approximately $93,000 in non-cash stock based compensation associated
with our 2003 and 2005 employee stock option plans.  Consulting Expenses.  Consulting expenses decreased to
$126,029 for the third quarter of 2007 compared to $282,557 for the same period
in 2006.  This decrease was due to the termination of an investor relations
consulting contract.  Depreciation and Amortization Expenses.Depreciation
and amortization expenses increased to $16,730 for the third quarter of 2007
compared to $15,017 for the same period in 2006 primarily due to the purchase of
additional research and development equipment.  Nine Months Ended September 30, 2007 Compared to Nine Months
Ended September 30, 2006.  14     For the  nine  months ended  September 30, 2007, we
reported  a net  loss  of  $4,025,190, or  approximately
$.03 per share, and $42,014 of revenue, as compared with a net loss of
$6,854,818, or approximately $.05 per share, and $45,295 of revenue for the nine
months ended September 30, 2006.   Revenues.  Revenue decreased to $42,014 for the nine months
ended September 30, 2007 as compared to revenue of $45,295 during the same
period in 2006. The decrease is a result of reduced sales of synthetic DNA.   Research and Development Expenses.Research and
development expenses decreased to $1,699,711 for the first nine months of 2007
as compared to $4,050,762 during the same period in 2006 due to a decrease of
approximately $1,935,053 in non-cash stock based compensation expenses resulting
from awards previously granted under our 2003 and 2005 stock option plans.
Additionally, R&D supplies and research expenses decreased by approximately
$120,000 and R&D cash compensation to employees decreased by approximately
$290,000.  General and Administrative Expenses.  General
and administrative expenses decreased to $2,162,904 for the first nine months of
2007 compared to $2,494,866 for the same period in 2006 due to a decrease of
approximately $832,000 in non-cash, stock based compensation expenses resulting
from awards previously granted and currently granted under our 2003 and 2005
stock option plans.  This decrease was accompanied by a decrease in other
cash based employee compensation expenses of approximately $57,000.  These
decreases were offset by increased accounting fees of approximately $38,000,
increased legal fees of approximately $477,000 and increased board of directors
and shareholder fees of approximately $40,000.  Consulting Expenses. Consulting expenses decreased to
$154,803 for the first nine months of 2007 compared to $292,667 for the same
period in 2006 due to the termination of an investor relations consulting
contract. Depreciation and Amortization Expenses.
 Depreciation and amortization expenses increased to $48,614 for the nine
months ended September 30, 2007 compared to $32,572 for the same period in 2006
primarily due additional R&D equipment purchased.   Liquidity and Capital Resources  We will rely on equity financing to satisfy our working capital
requirements, and have as of September 30, 2007 $228,830 of cash on hand for the
remainder of fiscal year 2007.  15     The
Company is obligated to pay $474,572 pursuant to a construction agreement upon
completion of dried-in conditions, which it expects to occur prior to December
31, 2007.  As of November 1, 2007, the Company does not possess sufficient
cash to pay this obligation.  In the event the payment is not made, the
Company will be in breach of its contract and could forfeit all prior amounts
paid.  As of
November 1, 2007, the Company does not possess sufficient cash to meet its
payroll obligations to its employees through the end of the year.  The Company is in the process of completing a private placement
offering of restricted common stock which is scheduled to close on November 15,
2007.  The Company believes this private placement offering as well as
other funding efforts in progress should be sufficient to meet its financial
obligations through the end of this year as well as for 2008.  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 no certainty 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, 2007.  Based on
historical yearly financial requirements, minimum operating capital of
approximately $5.7 million will be needed during calendar year 2008.  The
Company expects its sources of revenue for the next several years to consist
primarily of income generated by the sale of synDNA 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 foreseeable future. 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 regulating 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 16     and  translated 
into a  protein.  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 hascoordinated
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 in the United States and other countries, some
of which have been allowed and issued. The Companys early
research and development on ssDNA expression vectors was dependent upon the use
of DNA plasmids produced using bacterial fermentation techniques.  Plasmids
are rings of DNA holding genetic sequences which induce specific functions in
cells.  Plasmids are typically mass produced using bacterial fermentation.
 A starter plasmid is designed and assembled and then inserted into a
bacterium, typically E.coli.  Part of the content of the initial plasmid is
a set of instructions to guide the bacterium in reproducing the plasmid.
 This set of instructions is typically about half of the plasmid  In
the fermentation process, as the bacteria reproduce and increase in number, so
do the inserted plasmids of interest.  Eventually, these plasmids are
harvested and the E.coli DNA, RNA, proteins and cell coat endotoxins are
purified out. At the time the Companys
experiments began, plasmids could be obtained for approximately $25,000 per
gram.  When the Company introduced its first product, Simplivir, 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 cell-free process for producing DNA for therapeutic
or vaccine applications (synDNA) 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 pricing, rapid manufacture, and regulatory
advantages associated with bacteria-free production and removal of the need to
purify out the bacterial debris make our products very competitive.  The
Company is currently generating revenues from synDNA sales. The capacity to make our
own DNA provides additional stability and value to the Company.  We do not
need to undertake the enormous capital expense involved in commercial plasmid
production nor do we need to purchase clinical grade plasmids from the existing
vendors. Our product line includes
DNA vaccines.  Tests comparing the efficacy of various DNA vaccines made
with synDNA to conventional, bacteria-grown plasmids have demonstrated synDNA
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. Challenge experiments have shown 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 into 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 17     Ebola and  equine
 encephalitis  virus.  The Company is  pursuing  other
CRADAs, which  generate  no revenue, as well as contracts and grants
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 September 30, 2007, the Company filed a new
provisional patent application covering an enrichment procedure used to identify
novel sequences effective in killing specific types of antibiotic resistant
bacteria.  This expands our patent holdings to a total of 70 patents or
patent applications.  We currently have 13 granted patents (US and foreign)
pertaining to our synDNATM in vivo expression technology and 57 (US
and foreign) pending patent applications covering improvements made to our
single stranded DNA expression vectors and synDNATM technology
platforms, including therapeutics for herpes infections and anti-bacterials, as
well as our synDNATM technology platform which includes applications
for various synDNATM vaccines.  ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  18     As of September 30, 2007 the Company is no longer required to hold
a restricted long-term CD (Certificate of Deposit) investment for the Waldroff litigation matter
discussed above.  The case has been decided in favor of the Company and has
proceeded through all phases of appeal.  The long-term CD in the amount of
$122,000 including earned interest at the rate of 3.4% annually has been
released and returned to the Company.  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.  At September 30, 2007 the Company has concluded that material
weaknesses over the Companys internal control over financial reporting are
still in existence.  These material weaknesses in internal control over
financial reporting constitute a weakness in the Companys disclosure controls
and procedures.  Based on these weaknesses and the evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
we are required to disclose in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported accurately and within the
time periods specified in Securities and Exchange Commission rules and forms.  Changes in
Internal Controls  The
Company is 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 quarter ending September 30, 2007, the Company has a
controller in addition to a Chief Financial Officer.  Under this structure,
the Company has (i) effected increased segregation of duties between the check
issuance, the check signature, and the bank statement reconciliation functions,
(ii) developed 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.  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 19      BREACH
OF CONTRACT ACTION  Breach of Contract Action  Waldroff and Applied
Veterinary Genomics, Inc. - Litigation initiated in March 2004 regarding the
validity of license agreements for use of our ssDNA expression technology in
shrimp and horse therapeutic applications, which initially resulted in entry of
a judgment against CytoGenix,was successfully appealed by the Company in
December of 2006 with a finding that there was no obligation for CytoGenix to
honor the contracts or to pay opposing party attorney fees. Waldroff and Applied
Veterinary Genomics filed a motion for a rehearing, which was denied by the
Appellate Court, and subsequently filed a Petition for Review with the Texas
Supreme Court which was also dismissed. The case has been finalized through all
available appeal proceedings in favor of CytoGenix, and a final mandate was
issued by the 1stCourt of Appeals on August 31, 2007.
 The security deposit made by the Company to comply with the trial courts
judgment has been released (in the amount of $115,000 plus interest of 3.4%) and
the funds returned to the Company.  Employment
Actions  In November 2006, former Chief Financial Officer (CFO), Lawrence
Wunderlich, and former Chief Operations Officer (COO), Frank Vazquez, resigned
from the Company. The Company and former officers are pursuing arbitration to
determine obligations consistent with the circumstances surrounding the former
officers resignations. The Company has also filed counterclaims against the
former officers following his
resignation, the former CFO filed a Sarbanes Oxley (SOX) Whistleblower Complaint
with the Department of Labor (DOL) submitting complaints against the Company and
the Chief Executive Officer, Malcolm Skolnick. The SOX complaint was forwarded
to the SEC which made a separate inquiry. The Company submitted answers to the
original inquiry and appointed a special investigative committee of outside
directors.  The committee commissioned an independent, outside attorney to
investigate the merits of the allegations in the SOX complaint, submitted a
Preliminary Report with the SEC on June 12, 2007, and a Final Report on
September 5, 2007 which included a finding that the allegations made in the SOX
complaint are not supported by the evidence, are devoid of merit, and must be
rejected.  The Company has not received further communication from the SEC
with regard to the SOX complaint since its initial request for information in
January 2007.  The Company is preparing to arbitrate the employment claims.
 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
three months ended September 30, 2007, CytoGenix issued 250,011 shares of
restricted common stock to outside consultants for services valued at $85,004
and 60,000 shares of restricted stock to four outside board of directors for
services valued at $15,000 and no shares of preferred stock.  The issuance
of these shares is exempt from the registration requirements of the Securities  20     Act of
1933 due to the exemption in Section 4(2).   ITEM
6.  EXHIBITS.   Exhibit number
Description3.1*
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)3.8
Employment
Letter with Greg Taylor (incorporated by reference to Form 8-K filed with
the Securities and Exchange Commission on September 6, 2007)3.9
Contract
with Harris Forbes, Inc. (incorporated by reference to form 8-K filed with
the Securities Exchange Commission on September 10, 2007)3.10
Contract
with TMS Investments, Inc. (incorporated by reference to form 8-K filed
with the Securities Exchange Commission on September 10,
2007) 21      3.11
Contract
with Chasseur Corporation (incorporated by reference to form 8-K filed
with the Securities Exchange Commission on September 10, 2007)31.1
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
Section
1350 Certification of Chief Executive Officer32.2
Section
1350 Certification of Chief Executive Officer   *  Incorporated
by reference to the corresponding Exhibit in the Form 10-SB of the Company filed
on January 31, 2001.  22      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: 
April 4, 2008
By:
/s/
 Malcolm SkolnickMalcolm
SkolnickPresident
and
Chief
Executive Officer                                       23