** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**Form 10-QSB**

 
| **ý** | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
|------------|----------------------------------------------------------------------------------------|
|       |                                                                                   |
|       | **For the quarterly period ended  March 31, 2002.**                                    |

** **
| **o**  | **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 smallbusiness issuer as specified in its charter)

 

| **NEVADA**                                                               |   | **76-0484097**                     |
|--------------------------------------------------------------------------|--------|------------------------------------|
| (State or other  jurisdiction of incorporation or organization)          |   | (IRS Employer  Identification No.) |
|                                                                     |   |                               |
| **9881  South Wilcrest, Houston, Texas**                                 |   | **77099**                          |
| (Address of principal  executive offices)                                |   | (Zip Code)                         |
|                                                                     |   |                               |
| Issuer’s telephone  number, including area code: **(281) 988-6118** |

 

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

 

As of March 31, 2002, 56,746,913 shares of the issuer’s common stock was outstanding.

 

Transitional Small Business Disclosure Format (checkone):    Yes  o    No ý

 

 

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**PART I**

 

**Item 1                  Financial Statements**

 

**CYTOGENIX, INC .**

**(A Development Stage Company)**

**BALANCE SHEET**

**MARCH 31, 2002**

 
| **ASSETS**                                                                               |   |        | ** ** |
|------------------------------------------------------------------------------------------|--------|-------------|------------|
|                                                                                     |   |        | ** ** |
| **CURRENT  ASSETS**                                                                      |   |        | ** ** |
| Cash                                                                                     |   | $           | 563,643    |   |
| Deferred consulting fees                                                                 |   | 1,455,117   |       |
| Prepaid expenses and other current assets                                                |   | 2,825       |       |
|                                                                                     |   |        |       |
| Total Current Assets                                                                     |   | 2,021,585   |       |
|                                                                                     |   |        | ** ** |
| **PROPERTY AND  EQUIPMENT, net**                                                         |   | 121,112     |       |
|                                                                                     |   |        | ** ** |
| **PATENTS,**net of accumulated amortization of $34,926                                   |   | 340,074     |       |
|                                                                                     |   |        | ** ** |
| **TOTAL ASSETS**                                                                         |   | $           | 2,482,771  |   |
|                                                                                     |   |        | ** ** |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                           |   |        | ** ** |
|                                                                                     |   |        | ** ** |
| **CURRENT  LIABILITIES**                                                                 |   |        | ** ** |
| Accounts payable and accrued liabilities                                                 |   | $           | 643,084    |   |
|                                                                                     |   |        | ** ** |
| **TOTAL  LIABILITIES**                                                                   |   | 643,084     |       |
|                                                                                     |   |        | ** ** |
| **STOCKHOLDERS’  DEFICIT**                                                          |   |        | ** ** |
| Common stock, $0.001 par value, 150,000,000 shares authorized,  56,746,913 shares issued |   | 56,747      |       |
| Additional paid-in capital                                                               |   | 14,084,893  |       |
| Treasury stock, 547,250 shares; at cost                                                  |   | (629,972    | )          |
| Accumulated development stage deficit                                                    |   | (11,671,981 | )          |
|                                                                                     |   |        |       |
| **TOTAL  STOCKHOLDERS DEFICIT**                                                          |   | 1,839,687   |       |
|                                                                                     |   |        | ** ** |
| **TOTAL  LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                    |   | $           | 2,482,771  |   |

 

See accompanying notes to financial statements

 

2

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**CYTOGENIX, INC.**

**(A Development Stage Company)**

**STATEMENT OF OPERATIONS**

 
|                                               |   | **For the Three Months Ended March 31,** |       | **From February 10,  1995 (Date of  Inception) To March  31, 2002** |       |
|----------------------------------------------------|--------|------------------------------------------|------------|---------------------------------------------------------------------|------------|
|                                               |   | **2002**                                 |       | **2001**                                                            |       |   |
| **REVENUES**                                       |   |                                     | ** ** |                                                                | ** ** |   | ** ** |
| Research kit sales                                 |   | $                                        | 1,700      |                                                                | $          | — |   | $ | 2,575 |   |
| Gain on sale of security                           |   | —                                   |       | —                                                              |       | 881 |   |
| Dividend income                                    |   | —                                   |       | —                                                              |       | 1,633 |   |
|                                               |   |                                     |       |                                                                |       |   |   |
| **Total  Revenues**                                |   | 1,700                                    |       | —                                                              |       | 5,089 |   |
|                                               |   |                                     |       |                                                                |       |   |   |
| **OPERATING  EXPENSES**                            |   |                                     |       |                                                                |       |   |   |
| Research and development                           |   | 266,469                                  |       | 269,581                                                             |       | 3,930,170 |   |
| General and administrative                         |   | 277,051                                  |       | 297,081                                                             |       | 7,602,607 |   |
| Depreciation and amortization                      |   | 7,362                                    |       | 7,518                                                               |       | 134,293 |   |
| Equity in losses of joint venture                  |   | —                                   |       | —                                                              |       | 10,000 |   |
|                                               |   |                                     |       |                                                                |       |   |   |
| **Total  Expenses**                                |   | 550,882                                  |       | 574,180                                                             |       | 11,677,070 |   |
|                                               |   |                                     |       |                                                                |       |   |   |
| **NET LOSS**                                       |   | $                                        | (549,182   | )                                                                   | $          | (574,180 | ) | $ | (11,671,981 | ) |
|                                               |   |                                     |       |                                                                |       |   |   |
| **BASIC AND  DILUTED LOSS PER COMMON  SHARE** |   | $                                        | (0.01      | )                                                                   | $          | (0.02 | ) |   |   |
|                                               |   |                                     |       |                                                                |       |   |   |
| **BASIC  WEIGHTED AVERAGE SHARES**                 |   | 45,968,163                               |       | 29,413,912                                                          |       |   |   |

 

See accompanying notes to financial statements

 

3

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**CYTOGENIX, INC.**

**(A Development Stage Company)**

**STATEMENT OF CASH FLOWS**

 
|                                                                               |   |                                     |       |     |       | **From February  10, 1995 (Date of  Inception) To** | ** ** |
|------------------------------------------------------------------------------------|--------|------------------------------------------|------------|----------|------------|-----------------------------------------------------|------------|
|                                                                               |
|                                                                               |   | **For the Three Months Ended March 31,** | ** ** |
|                                                                               |   | **2001**                                 | ** ** | **2000** | ** ** | **March 31, 2002**                                  | ** ** |
| **CASH FLOWS  FROM OPERATIONS**                                                    |   |                                     | ** ** |     | ** ** |                                                | ** ** |
| Net loss                                                                           |   | $                                        | (549,182   | )        | $          | (574,180                                            | )          | $ | (11,671,981 | ) |
| **Adjustments  to reconcile net (Loss) to net cash used by operating activities:** |   |                                     |       |     |       |                                                |       |
| Depreciation and amortization                                                      |   | 15,330                                   |       | 7,518    |       | 142,261                                             |       |
| Common stock issued for services                                                   |   | 48,210                                   |       | 64,034   |       | 6,141,262                                           |       |
| Equity in losses of joint venture                                                  |   | —                                   |       | —   |       | 10,000                                              |       |
| Additional penalty in treasury shares                                              |   | —                                   |       | —   |       | 125,765                                             |       |
| **Changes in  operating assets and liabilities:**                                  |   |                                     |       |     |       |                                                |       |
| Deferred consulting fees                                                           |   | 260,110                                  |       | —   |       | 260,110                                             |       |
| Prepaid expenses and other assets                                                  |   | 8,371                                    |       | (32,212  | )          | (2,825                                              | )          |
| Notes receivables                                                                  |   | —                                   |       | —   |       | (25,100                                             | )          |
| Accounts payable and accrued liabilities                                           |   | (256,730                                 | )          | 282,427  |       | 707,913                                             |       |
| Stockholders’ loans                                                           |   | —                                   |       | —   |       | 135,990                                             |       |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Net cash used  by operating activities**                                         |   | (473,891                                 | )          | (252,413 | )          | (4,176,605                                          | )          |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **CASH FLOW  FROM INVESTING**                                                      |   |                                     |       |     |       |                                                |       |
| Payments for additions to property and equipment                                   |   | (7,500                                   | )          | —   |       | (225,000                                            | )          |
| Investment in joint venture                                                        |   | —                                   |       | —   |       | (10,000                                             | )          |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Net cash used  in investing activities**                                         |   | (7,500                                   | )          | —   |       | (235,000                                            | )          |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **CASH FLOW  FROM FINANCING**                                                      |   |                                     |       |     |       |                                                |       |
| Proceeds from note payable                                                         |   | —                                   |       | —   |       | 250,000                                             |       |
| Payment on note payable                                                            |   | —                                   |       | —   |       | (250,000                                            | )          |
| Treasury shares sold subject to mandatory repurchase                               |   | —                                   |       | —   |       | 1,104,803                                           |       |
| Proceeds from issuance of common stock and exercise of common stock  warrants      |   | 1,029,346                                |       | 246,528  |       | 3,845,445                                           |       |
| Proceeds from issuance of common stock warrants                                    |   | —                                   |       | —   |       | 25,000                                              |       |
| Bank overdraft                                                                     |   | —                                   |       | 12,394   |       | —                                              |       |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Net cash  provided by financing activities**                                     |   | 1,029,346                                |       | 258,922  |       | 4,975,248                                           |       |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Increase  (decrease) in cash and cash equivalents**                              |   | 547,955                                  |       | 6,509    |       | 563,643                                             |       |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Balance at  beginning of year**                                                  |   | 15,688                                   |       | —   |       | —                                              |       |
|                                                                               |   |                                     |       |     |       |                                                |       |
| **Balance at  end of year**                                                        |   | $                                        | 563,643    |     | $          | 6,509                                               |       | $ | 563,643 |   |

 

See accompanying notes to financial statements

 

4

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CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)

 

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002

 

**1.             NATUREOF OPERATIONS AND ORGANIZATION**

 

CytoGenix, Inc. (the “Company”) is a development stagecompany that was incorporated in Nevada on February 10, 1995.  It is a biotechnology company focusing oncontrolled cellular dedifferentatiation and transdifferentiationprocesses.  The Company has acquired theexclusive rights for applications to a specialized expression vector capable ofproducing single stranded DNA (ssDNA) in both eukaryotes and prokaryotes.

 

**2.             BASISOF PRESENTATION**

 

The accompanying unaudited financial statements havebeen prepared by Cytogenix, Inc. (the “Company”) and include all adjustmentsthat are, in the opinion of management, necessary for a  fair presentation of financial results forthe three months ended March 31, 2002, pursuant to the rules and regulations ofthe Securities and Exchange Commission. All adjustments and provisions included in these statements are ofnormal recurring nature.

 

The information contained herein is condensed fromthat which would appear in the annual financial statements; accordingly, thefinancial statements included herein should be reviewed in conjunction with thefinancial statements and related notes thereto contained in the Annual Reporton Form 10-KSB filed by the Company with the Securities and Exchange Commissionfor the fiscal year ended December 31, 2001. Accounting measurements at interim dates inherently involve greaterreliance on estimates than at year end. The results of operations for the interim period presented are notnecessarily indicative of the results that can be expected for the entire year.

 

**3.             GOINGCONCERN**

 

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

 

**4.****          STOCKBASED COMPENSATION**

 

During September 1999, the Company established anEmployee Stock Purchase Plan (the “Purchase Plan”), under which employees maypurchase common shares at par value quarterly up to 25% of their gross salarywith the number of shares computed at the closing price on the last day of eachpay period.  The purchase plan was maderetroactive to January 1, 1999 and is

 

5

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compensatory since only a maximum discount of 15% isallowed for the purchase plan to be non-compensatory.

 

For the period ended March 31, 2002, the Companyissued 2,430,590 shares of its common stock in return for services; 191,279shares were issued to employees of the Company and 2,239,311 shares were issuedfor consulting services provided by non-employees.  Compensation cost and the aggregate fair value of consultingservices for the quarter ended March 31, 2002 was $39,562 and $778,648respectively.  The aggregate fair valueconsulting services includes $746,795 of deferred consulting fees as describedin Note 5.

 

**5.             CONSULTINGAGREEMENT**

 

For the period ended March 31, 2002, the Board ofDirectors approved a consulting agreement with a company (“the Consultant”)that commenced March 19, 2002 and continues for a one year period.  The services to be rendered includeconsultations with management of the Company with respect to financialrelations, business promotion, business growth and development including mergerand acquisitions, and general business consultation.

 

The agreement calls for 2,200,000 shares of restrictedcommon stock of the Company to be issued and delivered to an escrow agent andwhich shall be payable in the following manner:  1,000,000 shares will be due and payable to the Consultant and/orassigns immediately upon signing of the agreement, 200,000 shares will be dueand payable to the Consultant and/or assigns on March 31, 2002, and theremaining 1,000,000 shares will be due and payable to the Consultant and/orassigns in equal installments of 100,000 shares beginning on April 30, 2002 andending on January 31, 2003.  In accordancewith SFAS 123 and EITF 96-18, the Company has accounted for the consultingagreement based on the fair market value of the Company’s stock at thecommencement date of the agreement.  TheCompany expensed $23,205 associated with this agreement and recorded deferredconsulting fees of $746,795.

 

**6.****          PRIVATEPLACEMENTS**

 

For the period ended March 31, 2002, the Company hasreceived  total proceeds of $1,029,346for 9,425,658 shares related to private placements.

 

**7.****          SUPPLEMENTALCASH FLOW INFORMATION**

 

For the period ended March 31, 2002, there wereissuances of common stock for deferred consulting fees of $770,000.

 

6

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**Item 2                  Management’s Discussion andAnalysis or Plan of Operation.**

 

IN ACCORDANCE WITH THE “SAFE HARBOR” PROVISIONS OF THEPRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, THE COMPANY NOTES THATCERTAIN STATEMENTS IN THIS FORM 10-QSB WHICH ARE FORWARD-LOOKING AND WHICHPROVIDE OTHER THAN HISTORICAL INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THATMAY IMPACT THE COMPANY’S RESULTS OF OPERATIONS. THESE FORWARD-LOOKINGSTATEMENTS INCLUDE, AMONG OTHERS, STATEMENTS CONCERNING THE COMPANY’S GENERALBUSINESS STRATEGIES, FINANCING DECISIONS, AND EXPECTATIONS FOR FUNDING CAPITALEXPENDITURES 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-LOOKINGSTATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS REFLECTED INSUCH FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, NOSTATEMENTS CONTAINED IN THIS FORM 10-QSB SHOULD BE RELIED UPON AS PREDICTIONSOF FUTURE EVENTS. SUCH STATEMENTS ARE NECESSARILY DEPENDENT ON ASSUMPTIONS,DATA OR METHODS THAT MAY BE INCORRECT OR IMPRECISE AND MAY BE INCAPABLE OFBEING REALIZED. THE RISKS AND UNCERTAINTIES INHERENT IN THESE FORWARD-LOOKINGSTATEMENTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSEDIN OR IMPLIED BY THESE STATEMENTS.

 

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

 

IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTSTO DIFFER MATERIALLY FROM THE EXPECTATIONS REFLECTED IN ANY FORWARD-LOOKINGSTATEMENT HEREIN INCLUDE AMONG OTHER THINGS: (1) THE ABILITY OF THE COMPANY TOQUICKLY PENETRATE THE MARKET WITH ITS CURRENT THERAPEUTIC PRODUCTS AGAINSTLARGER, WELL-FINANCED COMPETITORS WITHIN THE MARKETPLACE; (2) THE ABILITY OFTHE COMPANY TO GENERATE REVENUES IS SUBSTANTIALLY DEPENDENT UPON CONTINUEDRESEARCH AND DEVELOPMENT FOR, AND FDA APPROVAL OF, THERAPEUTIC PRODUCTS; (3)THE ABILITY OF THE COMPANY TO ATTRACT AND RETAIN KEY OFFICERS, KNOWLEDGEABLESALES AND MARKETING PERSONNEL AND HIGHLY TRAINED TECHNICAL PERSONNEL; (4) THEABILITY OF THE COMPANY TO OBTAIN ADDITIONAL FINANCING FROM PUBLIC AND PRIVATEEQUITY MARKETS TO FUND OPERATIONS AND FUTURE GROWTH; AND (5) THE ABILITY OF THECOMPANY TO GENERATE REVENUES TO COVER OPERATING LOSSES AND POSITION THE COMPANYTO ACHIEVE POSITIVE CASH FLOW.

 

7

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The Company has budgeted $3,200,000 for operations infiscal year 2002, of which $1,700,000 has been allocated for general andadministrative costs and $1,437,420 has been allocated for research anddevelopment, including five live animal studies that are estimated to cost$50,000 per study. Dr. Yin Chen of CytoGenix has determined the scientificprotocols for three of these studies. The Company will rely on equity financingto satisfy its working capital requirements, and as of March 31, 2002 theCompany had  $563,643 in cash on hand.Of the $1,437,420 budgeted for research and development expenses, the Companyanticipates $498,650 will be paid pursuant to the terms of the Company’ssponsored research agreements with Columbia University, Yale University, TheChildren’s Research Center and Baylor College of Medicine, $235,000 will bepaid as patent attorneys fees and expenses, $162,000 will be paid as salary tothe Company’s employees and researchers and $46,000 will be paid for supplies.The remaining $495,770 will be used for miscellaneous research expenses and forinitiating future research projects.

 

There are currently over 600 U.S. patents forAntisense molecules with therapeutic potential, each of which is a prospectivelicensee for CytoGenix’s technology. The Company anticipates entering intolicenses for a $100,000 initiation fee and either a minimum royalty fee of$50,000 per year or a royalty fee equal to 15% of the licensee’s net sales,whichever is greater.

 

The Company’s ability to continue operations throughDecember 31, 2002 and beyond depends on its success in obtaining equityfinancing in an amount sufficient to support its operations through that date.There is substantial doubt that the Company will be able to generate sufficientrevenues or be able to raise adequate capital to remain a going concern throughDecember 31, 2002. Based on historical yearly financial requirements, operatingcapital of approximately $3.2 million will be needed for each of the calendaryears 2002 and 2003.

 

The Company expects its sources of revenue for thenext several years to consist primarily of payments under future productdevelopment joint ventures and of licensing agreements as well as possibleroyalties. The process of developing the Company’s products will requiresignificant additional research and development, preclinical testing andclinical trials, as well as regulatory approvals. These activities, together withthe Company’s general and administrative expenses, are expected to result inoperating losses for at least two more years. The Company will not receiveproduct revenue from therapeutic products unless it completes clinical trialsand successfully commercializes or arranges for the commercialization of one ormore products, the accomplishment of which no assurance can be given.

 

The Company is subject to risks common tobiopharmaceutical companies, including risks inherent in its research anddevelopment 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 regulatoryapproval. In order for a product to be commercialized, it will be necessary forthe Company and its collaborators to conduct pre-clinical tests and clinicaltrials, demonstrate efficacy and safety of the Company’s product candidates,obtain regulatory clearances and enter into distribution and marketingarrangements either directly or through sublicenses. From the Company’sinception through the date of this document, the major role of management hasbeen to obtain sufficient funding for required research, monitoring researchprogress and developing and licensing intellectual property.

 

The Company expects to incur losses for theforeseeable future due to the ongoing activities of the Company to develop newproducts through research and development and to develop joint ventures andlicensing agreements with third parties. The Company expects its existing operations to continue to result innegative cash flow and working capital deficiencies that will require theCompany to continue to obtain additional capital. There can be no assurancethat 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 possiblethat additional equity financing will be highly dilutive to existingshareholders.

 

The Company is currently operating at a loss andexpects to continue to depend on cash generated from the sale of debt andequity securities to fund its operating deficit. There can be no assurance thatthe Company will be able to generate sufficient revenues to meet its operatingcash and growth needs or that

 

8

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any equity or debt funding will be available or at terms acceptable tothe Company in the future to enable it to continue operating in its currentform.

 

PART II

 

**ITEM 1.**               LEGAL PROCEEDINGS.

 

None.

 

**ITEM 2.**               CHANGES IN SECURITIES

 

On January 7, 2002, the Company issued 155,090 sharesof Common Stock. These shares were issued to executive officers (MalcolmSkolnick-38,202, Dell Gibson-22,921, Yin Chen- 20,949  and Lawrence Wunderlich-22,921) and employees (Kim Totsky-11,892,Maury Fogle- 21,011, and Harilyn McMicken- 17,194) of the Company for anaggregate price of $29,685 (based on gross salary for each pay period) inreliance on the exemption from registration provided by Section 4(2) of theSecurities Act of 1933 for transactions not involving a public offering.  Of the $29,685, $155 was received from theemployees in cash and the remainder represents stock compensation.

 

On January 24, 2002, the Company issued 5,378 sharesof Common Stock. These shares were issued to an executive officer (Yin Chen-2,689) and an employee (Harilyn McMicken- 2,689) of the Company for anaggregate price of $1,882 (based on gross salary for each accrued pay periodmissed in 2001 and 2000) in reliance on the exemption from registrationprovided by Section 4(2) of the Securities Act of 1933 for transactions notinvolving a public offering.  Of the$1,882 shares, $5 was received from the employees in cash and the remainderrepresents stock compensation. The Company also issued 30,811 shares to 

 

9

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Maury Fogle as a bonus for compensation for an aggregate price of$6,470 (or an average of $0.21 per share), which shares were issued in relianceon the exemption from registration provided by Section 4(2) of the SecuritiesAct of 1933 for transactions not involving a public offering. Of the $6,470,$31 was received from the employee in cash and the remainder represents stockcompensation.

 

Additionally on January 24, 2002, the Company issued596,316 shares of common stock. These shares were sold for an aggregate cashprice of  $71,558 (or $0.12 per share)in a private placement to accredited investors (Allan Leigh Jones-30,000shares, Don Dow-50,000 shares, John P. Skubinski-40,000 shares, Marc S.Nelkin-41,667 shares, Richard A. Cecil-200,000 shares, William E. Cecil-25,000shares, Patricia Henry-25,000 shares, Terry L. Cecil-20,000 shares, Kelly J.Sutton-20,000 shares, Dixie Thomas-20,000 shares, Frederick Decker-41,667shares, G. M. S. Sichel-9,315 shares, David Nicolau-41,667 shares, RobertMaddox-12,000 shares and Kip A. W. Cecil-20,000 shares) pursuant to theexemption from registration provided by Section 3(b) of the Securities Act of1933 and Rule 504 thereunder.

 

On March 4, 2002, the Company issued 722,251 shares ofcommon stock.  Of these shares, 682,440shares were sold for an aggregate cash price of  $81,893 (or $0.12 per share) in a private placement to accreditedinvestors (John P. Skubinski-40,000 shares, Sandra Kedziniak-41,667 shares,Walter L. Baker-166,667 shares, Brad A. Houston-50,000 shares, Robert Q.Houston-100,000 shares, Berlinde Rand-20,704 shares, Hydeman FamilyPartners-27,200 shares, Douglas C. Nelkin-94,202 shares, Scott MacDonald-42,000shares and Wisteria Trading Co. LTD-100,000 shares pursuant to the exemptionfrom registration provided by Section 3(b) of the Securities Act of 1933 andRule 504 thereunder. The remaining 39,811 shares were issued (John Black -500shares, Peter Glazer-3,750 shares, Charles M. Bardwell-5,882 shares, Charles S.Boyd-5,882 shares, Michael Walters-5,882 shares and Nhan N. T. Nguyen-17,915shares) for services rendered aggregating $8,758  (or $0.22 per share).

 

On March 26, 2002 the Company issued 2,200,000 sharesof common stock (Chasseur Corp-200,000 shares, Camelot Lakes LTD-200,000shares, Hountoon LTD-460,000 shares, WLT Reification Trust-550,000 shares,Fulton Holdings-550,000 shares and Chasseur Trust-240,000 shares) for servicesrendered and for future services aggregating $770,000 (or $0.35 per share).

 

On April 26, 2002, the Company issued 7,724,719 sharesof common stock. These shares were sold for an aggregate cash price of  $926,966 (or $0.12 per share) in a privateplacement to accredited investors (Carol Watral-41,667 shares, BrianBaker-62,500 shares, Paul Nelkin-62,500 shares, John Gattineri-42,000 shares,Gary Templeton-10,000 shares, Kelly McCullough-10,000 shares, WarrenHammer-20,000 shares, Mark MacKain-416,667 shares, Series Unltd, Inc.-138,000shares, Alan Baisch-50,000 shares, Loretta De Domenico-60,000 shares, IreneGuarino-60,000 shares, Gary McGuire-30,000 shares, Peter Imbert-100,000 shares,Marc White-200,000 shares, Don Dow-50,000 shares, Robert Petraglia-42,000shares, Paul Goldman-100,000 shares, Robert Helfman-4,050 shares, InezSpain-16,667 shares, Harold Farrison-83,333 shares, Joanne Masso-10,000 shares,Peter Corbett-20,833 shares, Maria Haslam-10,000 shares, Laurence Ancker-20,000shares, Linda Lawlor-20,000 shares, John Sullivan-200,000 shares, R. DinoLandino-12,500 shares, Robert Pietrantonio-100,000 shares, RichardCecil-300,000 shares, Stephen Howard-41,667 shares, Brian Sullivan-20,000shares, Vincent Farricielli-5,000 shares, Charles Farricielli-5,000 shares,Kirk Huntsman-100,000 shares, Barney Jeffcoats-200,000 shares, AndrewYasinoff-41,167 shares, John Ehlert-62,500 shares, Brad Houston-50,000 shares,Robert Houston-150,000 shares, Kent LaGasse-41,667 shares, Hydeman FamilyPartners-258,333 shares, Robert B. Hydeman Jr.-100,000 shares, Alicia DHydeman-50,000 shares, Blake B. Hydeman-50,000 shares, Wendy Blessing-100,000shares, Benjamin Blessing-50,000 shares, Nicholas Blessing-50,000 shares,Jennifer Blessing-50,000 shares, Doug Nelkin-16,667 shares, Joel Ray-100,000shares, R & D Kozak-20,000 shares, Mathew Calavan-50,000 shares,Jett-1,700,000 shares, Donald Lawlor-41,667 shares, William Merlo-100,000shares, Lawrence Cohen-50,000 shares, Robert Patrella-16,667 shares, RolandViolette-1,200,000 shares, John Skubinski-70,000 shares,Frederick-Decker-41,667 shares, Chou Ming Tu-200,000 shares, Ruan MeiLan-300,000 shares and Wisteria Trading Co.-100,000 shares) pursuant to theexemption from registration provided by Section 3(b) of the Securities Act of1933 and Rule 504 thereunder. The consideration for these shares were receivedduring the first quarter, but certificates were not issued until April 26,2002, and will be applied to first quarter financials.

 

10

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| **ITEM 3.** |                             | DEFAULTS UPON SENIOR  SECURITIES.                     |
|-------------|----------------------------------|-------------------------------------------------------|
|        |                             |                                                  |
|        | None.                            |                                                  |
|        |                             |                                                  |
| **ITEM 4.** |                             | SUBMISSION OF MATTERS TO A  VOTE OF SECURITY HOLDERS. |
|        |                             |                                                  |
|        | None.                            |                                                  |
|        |                             |                                                  |
| **ITEM 5.** |                             | OTHER INFORMATION.                                    |
|        |                             |                                                  |
|        | None.                            |                                                  |
|        |                             |                                                  |
| **ITEM 6**  | EXHIBITS AND REPORTS ON FORM 8-K |
|        |                             |                                                  |
| (a)         | Exhibits.                        |                                                  |
|        |                             |                                                  |
|        | **Exhibit Number**               |                                                  | **Description** |
|        | 3.1*                             |                                                  | Articles of Incorporation of Cryogenic Solutions,  Inc. |
|        |                             |                                                  |   |
|        | 3.2*                             |                                                  | Certificate of Amendment dated November 1, 1995 of  Articles of Incorporation of Cryogenic Solutions, Inc. |
|        |                             |                                                  |   |
|        | 3.3*                             |                                                  | Bylaws of Cryogenic Solutions, Inc. |
|             |                                  |                                                       |  |  |  |

 

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

 
| (b)                                                                                                                                                            | Financial Statement Schedules. |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------|--------|
|                                                                                                                                                           |                           |   |
| All schedules are  omitted because they are not applicable or because the required information  is contained in the Financial Statements or the Notes thereto. |
|                                                                                                                                                           |                           |   |
| (c)                                                                                                                                                            | Reports on Form 8-K.           |   |
|                                                                                                                                                           |                           |   |
|                                                                                                                                                           | None.                          |   |
|                                                                                                                                                                |                                |        |  |

 

SIGNATURES

 

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

 
|               | CYTOGENIX, INC.   |                        |
|--------------------|-------------------|-----------------------------|
|               |              |                        |   |
| Date: May 15, 2002 | By:               | /s/  Malcolm  Skolnick |   |
|               |              | Malcolm Skolnick            |   |
|               |              | President and Chief         |   |
|               | Executive Officer |                        |
|                    |                   |                             |  |  |

 

11

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