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 September 30, 2005

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



          For the transition period from _____________to _____________


        Commission file number: 0-26807

                                 CYTOGENIX, INC.
        (Exact name of small business issuer as specified in its charter)

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




                   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 an  accelerated  filer
(as defined in Rule 12b-2 of the Exchange Act).

         Yes           No  X
             ---          ---


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

         As of September  30, 2005,  119,162,970  shares of the issuer's  common
stock was outstanding.



<PAGE>




                                TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

         ITEM 1. - Financial Statements

                Balance Sheets as of September 30, 2005 (Unaudited) and
                December 31, 2004                                             3

                Statements of Operations for the nine months ended
                September 30, 2005 (Unaudited) and 2004                       4

                Statements of Cash Flows for the nine months ended
                September 30, 2005 (Unaudited) and 2004                       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                                                    12

         ITEM 1.  Legal Proceedings                                           12

         ITEM 2.  Changes in Securities                                       12

         ITEM 4.  Submission of Matters to a Vote of Security Holders         12

         ITEM 6.  Exhibits                                                    14

SIGNATURES                                                                    15


                                      -2-
<PAGE>

<TABLE>

<CAPTION>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET


                                                                 September 30,     December 31,
                                                                      2005             2004
                                                                 -------------    -------------
                                                                 (Unaudited)
<S>                                                                             <C>

ASSETS
------
CURRENT ASSETS:
     Cash                                                         $     685,449    $     453,235
     Prepaid expenses                                                     8,046             --
                                                                  -------------    -------------
           Total current assets                                         693,495          453,235
                                                                  -------------    -------------

Property and equipment:

  Research Fixtures & Equipment                                         104,635          114,514
  Office Furniture & Fixtures                                            57,759           56,461
  Office Equipment                                                       57,518           45,733
  Leasehold Improvements                                                  3,164             --
                                                                  -------------    -------------
                                                                        223,076          216,708
  Less - accumulated depreciation                                      (162,761)        (151,649)
                                                                  -------------    -------------
                                                                         60,315           65,059
Deposits                                                                  6,399            6,399
Long-term Investment - Restricted                                       116,913             --
                                                                  -------------    -------------
           Total assets                                           $     877,122    $     524,693
                                                                  =============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

CURRENT LIABILITIES:
    Accounts payable                                              $     215,068    $     237,833
     Accrued expenses                                                   401,533          801,920
                                                                  -------------    -------------
           Total current liabilities                                    616,601        1,039,753
                                                                  -------------    -------------
COMMITMENTS AND CONTINGENCIES



STOCKHOLDERS' EQUITY (DEFICIT):

    Common stock, $.001 par value; 300,000,000 shares authorized,
      119,162,970 and 109,204,339 shares issued and outstanding
      at September 30, 2005 and December 31, 2004, respectively         119,163          109,204
    Additional paid-in capital                                       22,639,884       19,530,637
    Treasury stock                                                     (629,972)        (629,972)
    Deficit accumulated during the development stage                (21,868,554)     (19,524,929)
                                                                  ------------------------------
           Total stockholders' equity (deficit)                         260,521         (515,060)
                                                                  ------------------------------
           Total liabilities and stockholders' equity (deficit)   $     877,122    $     524,693
                                                                  ==============================

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                      -3-
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
       THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2005
                                   (Unaudited)

                                                                                                               Inception
                                                 Three Months                      Nine Months                  Through
                                                 September 30,                     September 30,              September 30,
                                              2005             2004             2005             2004             2005
                                        -------------    -------------    -------------    -------------    -------------
<S>                                                                       <C>              <C>              <C>

REVENUES                                $        --      $        --      $        --      $        --      $      82,575


Cost of Revenues                                 --               --               --               --            264,891
                                        -------------    -------------    -------------    -------------    -------------

GROSS MARGIN                                     --               --               --               --           (182,316)

COSTS AND EXPENSES:

    Research and development                  402,208          223,193        1,075,869          545,993        7,157,742
    General and administrative                367,963          232,306          957,438          704,404       12,382,897
    Consulting expense                        290,000           20,180          290,000           50,576        1,518,481
    Depreciation and amortization               6,088            9,325           21,363           28,446          265,565
    Impairment expense                           --               --               --               --            345,588
    Equity in losses of joint venture            --               --               --               --             10,000

                                        -------------    -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                       (1,066,259)        (485,004)      (2,344,670)      (1,329,419)     (21,862,589)


OTHER INCOME:

    Gain on sale of security                     --               --               --               --                881
    Interest Income                               993             --              1,413               40            1,694

      Loss on disposal of property               --               --               (368)            --            (10,173)
    Dividend income                              --               --               --               --              1,633
                                        -------------    -------------    -------------    -------------    -------------

NET LOSS                                $  (1,065,266)   $    (485,004)   $  (2,343,625)   $  (1,329,379)   $ (21,868,554)
                                        =============    =============    =============    =============    =============

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

Weighed average shares outstanding:
    Basic and diluted                     116,034,303      101,590,591      112,843,190      100,212,094
                                        =============    =============    =============    =============
</TABLE>



The accompanying notes are an integral part of these financial statements.
                                      -4-
<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      Consolidated Statement of Cash Flows
            NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2005
                                   (UNAUDTIED)

                                                                                    Inception Through
                                                                                      September 30,
                                                          2005             2004          2005
                                                     ------------    ------------    ------------
<S>                                                                  <C>             <C>

OPERATING ACTIVITIES:
   Net loss                                          $ (2,343,625)   $ (1,329,379)   $(21,868,554)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                        21,363          28,446         262,190
      Impairment expense                                     --              --           345,588
      Stock issued for services                           301,000         193,592       7,443,478
      Stock option expense                                   --              --         2,062,191
          Loss on disposal of property & equipment            368            --            10,173
      Equity in losses of joint venture                      --              --            10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                  (8,046)           --            (8,046)
              Deposits                                       --              --            (6,399)
         Accounts payable & accrued expenses              118,974        (109,615)      1,421,820
                                                     ------------    ------------    ------------
Net cash used in operating activities                  (1,909,966)     (1,216,956)    (10,327,559)
                                                     ------------    ------------    ------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                     (16,987)        (11,179)       (303,266)
   Issue note receivable                                     --              --           (25,100)
     Investment in long-term CD                          (116,913)       (116,913)
   Investment in joint venture                               --              --           (10,000)
                                                     ------------    ------------    ------------
Net cash used in investing activities                    (133,900)        (11,179)       (455,279)
                                                     ------------    ------------    ------------

FINANCING ACTIVITIES:
   Proceeds from notes payable                               --              --           250,000
   Payments on notes payable                                 --              --          (250,000)
   Treasury shares sold                                      --              --         1,290,568
   Purchase of treasury shares                               --              --           (60,000)
   Buyback of Stock Warrants                                 --              (571)           (571)
   Sale of common stock, net fundraising                2,276,080         776,051       9,288,790
   Sale of common stock for exercised warrants               --           348,000         797,000
   Contributions to capital                                  --              --           152,500
                                                     ------------    ------------    ------------
Net cash provided by financing activities               2,276,080       1,123,480      11,468,287
                                                     ------------    ------------    ------------
NET CHANGE IN CASH                                        232,214        (104,655)        685,449
CASH, beginning of period                                 453,235         236,962            --
                                                     ------------    ------------    ------------
CASH, end of period                                  $    685,449    $    132,307    $    685,449
                                                     ============    ============    ============
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  10KSB.  In the  opinion  of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be  expected  for the full year.  Notes to the  financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial  statements  for fiscal year ending  December 31, 2004, as reported in
the 10KSB, have been omitted.


NOTE 2 - Reclassifications

Certain amounts in the 2004 and 2005 financial statements have been reclassified
to conform with the September 30, 2005 financial statement presentation.

NOTE 3 - COMMON STOCK

In the nine  months  ending  September  30,  2005,  CytoGenix  issued a total of
300,452 shares of common stock for services valued at $301,000.


In the nine months  ending  September  30, 2005  $2,276,080  was  collected  for
8,366,878 shares of common stock as part of a private placement.


NOTE 4 - Long-Term Investment - Restricted


CytoGenix  filed a  Declaratory  Judgment  action  in March,  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.  Pending appeal
Cytogenix  has  established  a long-term  CD in the amount of $115,500 to comply


                                      -6-
<PAGE>

with the judicial ruling.  Accrued Interest for the nine months ending September
30, 2005 is $1,413.



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

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

         READERS   ARE   CAUTIONED   NOT  TO  PLACE   UNDUE   RELIANCE   ON  THE
FORWARD-LOOKING  STATEMENTS  CONTAINED  HEREIN,  WHICH SPEAK ONLY AS OF THE DATE
HEREOF. THE INFORMATION CONTAINED IN THIS FORM 10-Q/A 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


                                      -7-
<PAGE>


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  September 30, 2005 Compared to Three Months Ended  September
30, 2004

         For the three months ended  September  30, 2005, we reported a net loss
of $1.065 million, or $0.00 per share, on no revenue as compared with a net loss
of  $485,004,  or $0.00 per share,  on no  revenue  for the three  months  ended
September 30, 2004.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $402,208  for the third  quarter of 2005 as  compared to $223,193
compared  to the  same  period  in 2004  due to the  hiring  of  additional  R&D
employees and increased research activity. Approximately $98,000 of the increase
is a result of the  increased  staff and the  remaining  difference  of  $82,000
results  from the  increased  activity  cost of  antibacterial  and DNA  vaccine
research.


         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $367,963  for the third  quarter  of 2005  compared  to
$232,306 for the same period in 2004 primarily due to increase in legal fees and
board of director  fees.  The legal fees increase of $58,000 is due primarily to
increased  patent  attorney fees and  litigation  fees for the legal  proceeding
described  in Part II, Item 1 below.  The  remaining  increase is related to the
increased fees of the Board of Directors.

         Consulting  Expenses.  Consulting  expenses increased from $290,000 for
the third  quarter  of 2005  compared  to  $20,180  for the same  period in 2004
primarily  because of a one year consulting  contract where Cytogenix  engaged a
firm to consult on various business matters.


         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  decreased to $6,088 for the third  quarter of 2005  compared to $9,325
for the same period in 2004  primarily  due to office  furnishings  purchased in
previous years becoming fully depreciated in 2005.

Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30,
2004

         For the nine months ended September 30, 2005, we reported a net loss of
$2,343,625,  or less than $0.02 per share,  on no revenue as compared with a net
loss of  $1,329,379,  or less than $0.01 per share,  on no revenue  for the nine
months ended September 30, 2004.


                                      -8-
<PAGE>


         Research and Development  Expenses.  Research and development  expenses
increased to $1,075,869  for the nine months ending  September 30, 2005 compared
to $545,993 for the same period in 2004  primarily  due to hiring of  additional
R&D employees and increased  research  activity.  Approximately  $256,000 of the
increase is a result of the  increased  staff and the  remaining  difference  of
274,000  results  from the  increased  activity  cost of  antibacterial  and DNA
vaccine research.


         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased to $957,438 for the nine months  ending  September  30, 2005
compared  to  $704,404  for the same  period in 2004.  The  increase of $253,034
primarily due to an increase in legal fees.  The legal fees increase of $199,000
is due primarily to increased  patent  attorney fees and litigation fees for the
legal proceeding described in Part II, Item 1 below.

         Consulting  Expenses.  The increase in consulting expense from $290,000
for the nine months  ending  September 30, 2005 compared to $50,276 for the same
period in 2004 is primarily  attributed to a one year consulting  contract where
Cytogenix engaged a firm to consult on various business matters.


         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  decreased  to $21,363 for the nine months  ending  September  30, 2005
compared  to  $28,446  for the  same  period  in 2004  primarily  due to  office
furnishings purchased in previous years becoming fully depreciated in 2005.

LIQUIDITY AND CAPITAL RESOURCES


         The Company has budgeted  approximately  $4,100,000  for  operations in
fiscal year 2005,  of which  approximately  $1,300,000  has been  allocated  for
general and administrative costs and $1,800,000 for research and development and
$1,000,000 for plant facilities. We will rely on equity financing to satisfy its
working capital requirements,  and has as of September 30, 2005 $685,449 of cash
on hand for fiscal  year 2005.  Of the  $1,800,000  budgeted  for  research  and
development  expenses,  the Company anticipates  $1,600,000 will be utilized for
pre-clinical development.


         There are currently over 800 U.S. patents for Antisense  molecules with
therapeutic potential,  each 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, 2005
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, 2005. Based on
historical  yearly financial  requirements,  operating  capital of approximately
$4.1 million will be needed for each of the calendar years 2005 and 2006.


                                       -9-
<PAGE>


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

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

         During the past few months,  the Company  has  continued  to refine its
course of developing  applications for its core technology.  Most significant is
the  pre-clinical  program for an anti-viral  HSV topical  preparation.  We have
teamed-up  with a group  of  leading  herpes  and STD  investigators  at a large
academic medical center to conduct a comprehensive cell and animal study program
designed to yield safety and efficacy data in preparation  for an IND submission
planned for December 2005 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


                                      -10-
<PAGE>

of  management  has been to obtain  sufficient  funding for  required  research,
monitoring research progress and developing and licensing intellectual property.

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

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

ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company  holds no  financial  instruments  that are  sensitive to changes in
interest  rates.  As of September  30, 2005, we held no  investments  other than
amounts held in our cash  operations  accounts.  We are not subject to any other
material market risks.

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 September 30, 2005.

CHANGES IN INTERNAL CONTROLS

      There has been no change in our internal control over financial  reporting
during the nine months ended September 30, 2005 that has materially affected, or
is reasonably likely to materially  affect,  our internal control over financial
reporting.


                                      -11-
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

PHANUEL PURSUITS, LLC V. CYTOGENIX, INC.

Phanuel Pursuits,  LLC had entered into Option Agreements  pursuant to obtaining
licenses to commercialize the Company's  anti-herpes product in China and India.
Phanuel  withdrew from the China option.  Phanuel owes unpaid sums due under the
remaining  Option  Agreement,  including a specific  payment due to purchase the
Company's data they would need for submission to the Indian authorities. Phanuel
filed suit October 8, 2004 alleging the Company withheld that data and therefore
breached the  agreement.  The Company  believes the suit is  completely  without
merit.

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

CytoGenix  filed a  Declaratory  Judgment  action  in March,  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, 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  attorney's  fees in the amount of $110,000.  Post judgment  motions will be
filed in the trial court.

ITEM 2.  CHANGES IN SECURITIES


         The  Company  issued  500,000  shares  of common  stock to  Stonebridge
Holding LLC for services provided in the third quarter pursuant to the exemption
from  registration  provided by Section 4(2) of the  Securities  Act of 1933 for
transactions not involving a public offering.

         The Company  issued  5,226,000  shares of common stock for an aggregate
cash  price  of  $1,306,500  (or  $0.25per  share)  in a  private  placement  to
accredited  investors  pursuant to the exemption from  registration  provided by
Section  3(b) of the  Securities  Act of  1933  and  Rule  504  thereunder.  The
consideration for these shares was received during the third quarter.


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

On July 14, 2005, the Company held the 2005 annual  meeting of the  shareholders
for purposes of the following:

(1) ELECTION OF DIRECTORS.  To elect two directors to hold office until the 2008
Annual  Meeting of  Shareholders  or until  their  successors  are  elected  and
qualified;


                                      -12-
<PAGE>


(2)  RATIFICATION  AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  To
ratify and approve the appointment of Lopez, Blevins, Bork & Associates, LLP. as
the independent auditors for the Company for the fiscal year ending December 31,
2005.

(3)  APPROVAL  OF THE 2005 STOCK  OPTION  PLAN.  The  approval of the 2005 Stock
Option Plan of the Company.

A majority of the shares  entitled to vote,  present in person or represented by
proxy,  constituted a quorum at the Annual Meeting. For the approval of Proposal
No.1 (the  election of  directors),  the two  candidates  receiving the greatest
number of affirmative votes were elected.  The affirmative vote of a majority of
the shares  present in person or  represented by proxy at the Annual Meeting was
required  to ratify and  approve  Proposal  No. 2  (appointment  of  independent
auditors) and Proposal No. 3 (approval of the 2005 Stock Option Plan).

On June 14,  2005,  the record date for the annual  shareholder  meeting held on
July 14,  2005,  there were  113,259,470  shares of the  Company's  common stock
issued and  outstanding.  All  outstanding  shares were  entitled to vote on the
three  proposals.  On July 14,  2005, a quorum was reached  totaling  96,180,016
shares voted.

The results of the voting on the above  matters  presented  to the  shareholders
were as follows:

(1) ELECTION OF DIRECTORS. The three directors submitted to the shareholders for
approval were elected as follows:

Frank Vazquez: 95,815,360 shares voting for, 364,656 shares withheld.

Cy A. Stein, M.D., Ph.D.: 95,831,960 shares voting for, 348,056 shares withheld.

(2)  RATIFICATION AND APPROVAL OF THE APPOINTMENT OF INDEPENDENT  AUDITORS.  The
appointment  of  Lopez,  Blevins,  Bork &  Associates,  LLP  as the  independent
auditors  for the  Company  for the fiscal  year  ending  December  31, 2005 was
approved by the shareholders,  with 95,984,456 shares voting for, 160,460 shares
voting against and with 35,100 shares abstaining.

(3) APPROVAL OF THE 2005 STOCK  OPTION  PLAN.  The 2005 Stock Option Plan of the
Company was approved by the  shareholders,  with  63,543,885  shares voting for,
4,111,802 shares voting against and with 454,150 shares abstaining.


                                      -13-
<PAGE>



ITEM 6.    EXHIBITS.


      Exhibit Number          Description


          3.1*      Articles of Incorporation of Cryogenic Solutions, Inc.

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

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

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


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

          3.6*      Bylaws of Cryogenic Solutions, Inc.

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

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

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

          32.1      Section 1350 Certification of Chief Executive Officer

          32.2      Section 1350 Certification of Chief Financial Officer


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


                                      -14-
<PAGE>



                                   SIGNATURES

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

                                            CYTOGENIX, INC.


 Date: November 14, 2005                    By:  /s/  Malcolm Skolnick
                                                 ---------------------
                                                   MALCOLM SKOLNICK
                                                   PRESIDENT AND CHIEF
                                                   EXECUTIVE OFFICER












                                      -15-
<PAGE>




                                                                    Exhibit 31.1

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

I, Lawrence Wunderlich, Chief Financial Officer certify that:

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

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

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

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

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

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

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

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

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

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

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 14, 2005



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


<PAGE>



                                                                    EXHIBIT 31.2


                            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  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: November 14, 2005



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

<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/A for the period ending June 30, 2005 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



November 14, 2005



<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/A for the period ending June 30, 2005 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


November 14, 2005