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, 2006

[ ]  TRANSITION  REPORT UNDER  SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the
     transition period from ___________ to ____________.

                         Commission file number: 0-26807

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

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

      3100 Wilcrest, Suite 140, Houston, Texas                 77042
      ----------------------------------------                 -----
     (Address of principal executive offices)               (Zip Code)

         Issuer's telephone number, including area code: (713) 789-0070

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

         Yes  X       No
             ----        ----

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

  Large accelerated filer | |  Accelerated filer | |  Non-accelerated filer |X|


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

         The number of shares  outstanding  of the issuer's  common  stock,  par
value $.001 per share, as of September 30, 2006 was 129,327,220.



<PAGE>



                                TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION

         ITEM 1. - Financial Statements

                Balance Sheets as of September 30, 2006 (Unaudited) and
                December 31, 2005                                             3

                Statements of Operations for the three and nine months
                ended September 30, 2006  and 2005 (Unaudited)                4

                Statements of Cash Flows for the nine months ended
                September 30, 2006 and 2005 (Unaudited)                       5

                Notes to Financial Statements (Unaudited)                     6

         ITEM 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                      8

         ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk  13

         ITEM 4.  Controls and Procedures                                     13

PART II  OTHER INFORMATION                                                    13

         ITEM 1.  Legal Proceedings                                           13

         ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds 14

         ITEM 6.  Exhibits                                                    15

SIGNATURES                                                                    16



                                      - 2 -
<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.


                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS


                                                                              September 30,   December 31,
                                                                                  2006           2005
                                                                               (Unaudited)
                                                                              ------------    ------------
<S>                                                                           <C>             <C>
                                     ASSETS

Current Assets:
     Cash                                                                     $    389,810    $  1,307,965
     Accounts receivable, net                                                        7,615            --
     Inventory                                                                     450,757            --
     Prepaid expenses                                                               24,007          21,392
                                                                              ------------    ------------

                              Total Current Assets                                 872,189       1,329,357

Property and equipment, net of $199,361 and $166,789 accumulated
     depreciation at September 30, 2006 and December 31, 2005, respectively        255,054          56,287
Deposits                                                                             6,399           6,399
Long-term investments - restricted                                                 171,329         117,905
                                                                              ------------    ------------

                                  Total Assets                                $  1,304,971    $  1,509,948
                                                                              ============    ============


                LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable                                                         $    427,377    $    258,495
     Accrued expenses                                                              969,125         843,932
     Stock subscription deposits                                                   155,000            --
     Current portion of long-term debt                                              24,558            --
                                                                              ------------    ------------

                            Total Current Liabilities                            1,576,060       1,102,427

     Long-term debt, less current portion                                           51,576            --
                                                                              ------------    ------------

                                Total Liabilities                                1,627,636       1,102,427
                                                                              ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value; 50,000,000 share authorized,
         no shares issued and outstanding                                             --              --
     Common stock, $.001 par value; 300,000,000 share authorized,
         129,327,220 and 124,460,970 share issued and outstanding as of
         September 30, 2006 and December 31, 2005, respectively                    129,327         124,461
     Additonal paid-in capital                                                  26,407,990      23,971,086
     Treasury stock                                                               (629,972)       (629,972)
     Deficit accumulated during the development stage                          (26,230,010)    (23,058,054)
                                                                              ------------    ------------

                      Total Stockholders' Equity (Deficit)                        (322,665)        407,521
                                                                              ------------    ------------

              Total Liabilities and Stockholders' Equity (Deficit)            $  1,304,971    $  1,509,948
                                                                              ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                  - 3 -

<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
       THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2006 AND 2005 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2006
                                   (UNAUDITED)

                                                                                                                        Inception
                                                       Three Months Ended                Nine Months Ended               Through
                                                          September 30,                    September 30,              September 30,
                                                      2006             2005            2006              2005             2006
                                                  -------------    -------------    -------------    -------------    -------------
<S>                                               <C>              <C>              <C>              <C>              <C>

REVENUES                                          $       8,115    $        --      $      45,295    $        --      $     127,870

COSTS OF REVENUES                                        19,442             --             31,098             --            295,991
                                                  -------------    -------------    -------------    -------------    -------------

      GROSS MARGIN                                      (11,327)            --             14,197             --           (168,121)

COSTS AND EXPENSES:
      Research and development                          554,974          402,208        1,696,051        1,075,869        9,502,239
      General and administrative                        355,729          367,963        1,166,715          957,438       14,087,628
      Consulting expense                                282,557          290,000          292,667          290,000        1,811,148
      Depreciation and amortization                      15,017            6,088           32,572           21,363          302,165
      Impairment expense                                   --               --               --               --            345,588
      Equity in losses in joint venture                    --               --               --               --             10,000
                                                  -------------    -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                                 (1,219,604)      (1,066,259)      (3,173,808)      (2,344,670)     (26,226,889)

OTHER INCOME:
      Gain on sale of security                             --               --               --               --                881
      Interest income                                     1,477              993            3,424            1,413            6,110
      Interest expense                                   (1,572)            --             (1,572)            --             (1,572)
      Loss on disposal of property of equipment            --               --               --               (368)         (10,173)
      Dividend income                                      --               --               --               --              1,633
                                                  -------------    -------------    -------------    -------------    -------------

NET LOSS                                          $  (1,219,699)   $  (1,065,266)   $  (3,171,956)   $  (2,343,625)   $ (26,230,010)
                                                  =============    =============    =============    =============    =============

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

Weighted average shares outstanding:
      Basic and diluted                             128,257,802      116,034,303      126,082,958      112,843,190
                                                  =============    =============    =============    =============
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                      - 4 -



<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
            NINE MONTHS ENDING SEPTEMBER 30, 2006 AND 2005 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2006
                                   (UNAUDITED)
                                                                                                Inception
                                                                                                 Through
                                                                                              September 30,
                                                                   2006            2005           2006
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
OPERATING ACTIVITIES:
    Net Loss                                                  $ (3,171,956)   $ (2,343,625)   $(26,230,010)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                                  32,572          21,363         298,791
      Impairment expense                                              --              --           345,588
      Loss on disposal of property & equipment                        --               368          10,173
      Interest on long-term investments - restricted                (3,424)         (1,413)         (5,829)
      Stock issued for services                                    275,200         301,000       7,746,178
      Stock option expense                                            --              --         2,062,193
      Equity in losses of joint venture                               --              --            10,000
      Changes in assets and liabilities:
         Accounts receivable                                        (7,615)           --            (7,615)
         Inventory                                                (450,757)           --          (450,757)
         Prepaid expenses                                           (2,615)         (8,046)        (24,007)
         Deposits                                                     --              --            (6,399)
         Accounts payable                                          168,882          22,765         427,376
         Accrued expenses                                          125,193          96,209       1,774,344
                                                              ------------    ------------    ------------

Net cash used in operating activities                           (3,034,520)     (1,911,379)    (14,049,974)
                                                              ------------    ------------    ------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                            (231,339)        (16,987)       (534,605)
    Issue note receivable                                             --              --           (25,100)
    Purchase of long-term investments - restricted                 (50,000)       (115,500)       (165,500)
    Investment in joint venture                                       --              --           (10,000)
                                                              ------------    ------------    ------------

Net cash used in investing activities                             (281,339)       (132,487)       (735,205)
                                                              ------------    ------------    ------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                                     80,000            --           330,000
    Payment on notes payable                                        (3,866)           --          (253,866)
    Proceeds from sale of treasury shares                             --              --         1,290,568
    Purchase of treasury shares                                       --              --           (60,000)
    Payment on buyback of stock warrants                              --              --              (571)
    Proceeds for stock pending issuance                            155,000            --           155,000
    Proceeds from sale of common stock                           2,166,570       2,276,080      12,764,359
    Proceeds from sale of common stock for exercised warrants         --              --           796,999
    Contributions to capital                                          --              --           152,500
                                                              ------------    ------------    ------------

Net cash provided by financing activities                        2,397,704       2,276,080      15,174,989
                                                              ------------    ------------    ------------

NET CHANGE IN CASH                                                (918,155)        232,214         389,810
CASH, beginning of period                                        1,307,965         453,235            --
                                                              ------------    ------------    ------------

CASH, end of period                                           $    389,810    $    685,449    $    389,810
                                                              ============    ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                             $      1,272    $       --      $      1,272
                                                              ============    ============    ============

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

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


</TABLE>

    The accompanying notes are an integral part of these financial statements

                                      - 5 -

<PAGE>


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

NOTE 1 - BASIS OF PRESENTATION

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

NOTE 2 - RECLASSIFICATIONS

Certain  amounts in the 2005  financial  statements  have been  reclassified  to
conform with the September 30, 2006 financial statement presentation.

NOTE 3 - COMMON STOCK

In the nine months ended September 30, 2006, CytoGenix issued a total of 916,400
shares of common  stock to  financial  consultants  in  consideration  for their
services in a $.25 per share private  placement  completed in the fourth quarter
of 2005.  The shares  were  recorded  in the first  quarter  2006,  as a cost of
capital in conjunction with fourth quarter 2005 fundraising.

In the  nine  months  ended  September  30,  2006,  CytoGenix  issued a total of
3,333,185 shares of common stock in a private placement to accredited  investors
at a cash price of $.65 per share.

In the nine months ended September 30, 2006, CytoGenix issued a total of 296,665
shares of common  stock to  financial  consultants  in  consideration  for their
services in a $0.65 per share private placement. The shares were recorded in the
third quarter 2006,  as a cost of capital in  conjunction  with second and third
quarter 2006 fundraising.

In the nine months ended September 30, 2006 CytoGenix  issued a total of 320,000
shares of common stock for services valued at $275,200.

NOTE 4 - INVENTORY

Inventory  includes raw materials  (liquid buffers and enzyme mix) that are used
to produce  enzymatically  synthesized DNA (synDNA(TM)).  Inventory is stated at
the lower of cost or market, cost being determined using the first-in, first out
("FIFO")  method.  Reserves are established for excess or obsolete  inventories.
Inventory is included in the cost of revenue when sold.


                                      - 6 -
<PAGE>


NOTE 5 - NOTES PAYABLE

On July 18, 2006, in  conjunction  with the purchase of  equipment,  the Company
entered into an $80,000, 36-month promissory note payable agreement with a bank.
The note requires monthly payments of $2,569,  including  interest at 9.51%, and
is  collateralized  by the  underlying  equipment and a $50,000  certificate  of
deposit  (CD).  The CD bears  interest at 4.65% and is included  with  long-term
investments - restricted in the accompanying financial statements.

Interest  expense  paid  during the nine  months  ended  September  30,  2006 in
conjunction with this note amounted to $1,272.

NOTE 6 - REVENUE RECOGNITION

The Company earns revenue from the sale of synthetic DNA. In general, revenue is
recognized  when  all  of  the  following  criteria  are  met:  evidence  of  an
arrangement  exits,  shipment  has  occurred,  the  price  is  determined,   and
collection is reasonably assured.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

CytoGenix is obligated, per employment agreements, to deliver cash bonuses after
year end based on the increase in average  share price of the  Company's  common
stock from the last 20 trading days of 2005 to the last 20 trading days of 2006.
This bonus is payable when the stock  appreciation  is at least 15%. The Company
has  accrued  $34,112  in the first nine  months of 2006 based on the  Company's
common stock price as of September 30, 2006.

CytoGenix filed a Declaratory Judgment action in March 2004, to obtain a finding
of nonliability with respect to two license agreements entered into with William
B. Waldroff (licensee) in 1998 covering use of the Company's single-stranded DNA
expression technology in shrimp and horses. Waldroff sublicensed this technology
to Applied  Veterinary  Genomics,  Inc.  (AVGI;  sublicensee)  who is a party in
interest in the action.  The licensee  and  sublicensee  counterclaimed  against
CytoGenix  for  damages,  attorneys  fees,  unrelated  torts,  and  a  permanent
injunction  to honor the  purported  licenses.  A jury trial held in February of
2005 resulted in entry of a preliminarily injunction against CytoGenix, ordering
specific  performance  according to the licenses,  and an award for the licensee
and sublicensee's  attorneys fees in an amount of $115,500.  The jury awarded no
damages to CytoGenix.  CytoGenix appealed the Judgment in the 1st Court of Civil
Appeals.  Briefs  have been filed and oral  argument  was held before a panel of
three Judges on October 24, 2006.  The Company  currently  awaits final  opinion
from the Appellate Court.

Pending resolution of the appeal CytoGenix has established a long-term CD in the
amount of  $115,500  to  comply  with the trial  court  judgment.  This CD earns
interest at a rate of 3.4% annually.  Accrued interest for the nine months ended
September  30, 2006 and for the period  ended  December  31, 2005 was $2,942 and
$2,405 respectively.



                                      - 7 -
<PAGE>



NOTE 8 - CONCENTRATIONS

The  Company  had  gross  sales  of  $45,295  and $0 for the nine  months  ended
September 30, 2006 and 2005, respectively.  The Company has three customers that
represent 100% of the gross sales
for the nine months  ending,  September  30, 2006.  The Company has one supplier
that  provides  all the  materials  necessary to generate the sales for the nine
months ended September 30, 2006.

NOTE 9 - SUBSEQUENT EVENTS

On  October  30,  2006 the  Company  signed  an  earnest  money  contract  for a
$3,796,577 design/build project with GSL Constructors, Ltd.  The contract is for
2.274 acres of land  together  with a facility.  Earnest money of $1,000 and the
initial down payment of $474,572 were issued to Chicago  Title  Company  (escrow
agent) upon  execution of the  agreement.  This  facility will house the Company
headquarters, research and development, and manufacturing facilities.

On November 17, 2006, the Company's  Chief  Financial  Officer and the Company's
Executive Vice  President and Chief  Operating  Officer,  both of whom were also
directors of the Company,  resigned  from all officer and director  positions at
the Company.


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

         IN  ACCORDANCE  WITH  THE  "SAFE  HARBOR"  PROVISIONS  OF  THE  PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF 1995,  THE  COMPANY  NOTES  THAT  CERTAIN
STATEMENTS IN THIS FORM 10-Q WHICH ARE  FORWARD-LOOKING  AND WHICH PROVIDE OTHER
THAN HISTORICAL INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE
COMPANY'S RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG
OTHERS,   STATEMENTS  CONCERNING  THE  COMPANY'S  GENERAL  BUSINESS  STRATEGIES,
FINANCING

DECISIONS,  AND EXPECTATIONS FOR FUNDING CAPITAL  EXPENDITURES AND OPERATIONS IN
THE FUTURE.  WHEN USED HEREIN, THE WORDS "BELIEVE," "PLAN,"  "CONTINUE," "HOPE,"
"ESTIMATE,"  "PROJECT," "INTEND," "EXPECT," AND SIMILAR EXPRESSIONS ARE INTENDED
TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS.  ALTHOUGH THE COMPANY BELIEVES THAT
THE  EXPECTATIONS  REFLECTED  IN SUCH  FORWARD-LOOKING  STATEMENTS  ARE BASED ON
REASONABLE  ASSUMPTIONS,  NO  STATEMENTS  CONTAINED  IN THIS FORM 10-Q SHOULD BE
RELIED UPON AS  PREDICTIONS OF FUTURE EVENTS.  SUCH  STATEMENTS ARE  NECESSARILY
DEPENDENT ON ASSUMPTIONS, DATA OR METHODS THAT MAY BE INCORRECT OR IMPRECISE AND
MAY BE  INCAPABLE OF BEING  REALIZED.  THE RISKS AND  UNCERTAINTIES  INHERENT IN
THESE FORWARD-LOOKING STATEMENTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN OR IMPLIED BY THESE STATEMENTS.

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


                                      - 8 -
<PAGE>



         IMPORTANT  RISK  FACTORS  THAT  COULD  CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY  FROM THE  EXPECTATIONS  REFLECTED IN ANY  FORWARD-LOOKING  STATEMENT
HEREIN  INCLUDE  AMONG OTHER  THINGS:  (1) THE ABILITY OF THE COMPANY TO QUICKLY
PENETRATE  THE MARKET  WITH ITS CURRENT  THERAPEUTIC  PRODUCTS  AGAINST  LARGER,
WELL-FINANCED COMPETITORS WITHIN THE MARKETPLACE; (2) THE ABILITY OF THE COMPANY
TO GENERATE  REVENUES IS  SUBSTANTIALLY  DEPENDENT UPON  CONTINUED  RESEARCH AND
DEVELOPMENT FOR, AND FDA APPROVAL OF, THERAPEUTIC  PRODUCTS;  (3) THE ABILITY OF
THE  COMPANY  TO  ATTRACT  AND  RETAIN  KEY  OFFICERS,  KNOWLEDGEABLE  SALES AND
MARKETING PERSONNEL AND HIGHLY TRAINED TECHNICAL  PERSONNEL;  (4) THE ABILITY OF
THE  COMPANY TO OBTAIN  ADDITIONAL  FINANCING  FROM  PUBLIC AND  PRIVATE  EQUITY
MARKETS TO FUND OPERATIONS AND FUTURE GROWTH; AND (5) THE ABILITY OF THE COMPANY
TO  GENERATE  REVENUES TO COVER  OPERATING  LOSSES AND  POSITION  THE COMPANY TO
ACHIEVE POSITIVE CASH FLOW.

RESULTS OF OPERATIONS

Three Months Ended  September 30, 2006 Compared to Three Months Ended  September
30, 2005

         For the three months ended  September  30, 2006, we reported a net loss
of  $1,219,699,  or less  than one cent per  share,  and  revenue  of  $8,115 as
compared with a net loss of $1,065,266,  or less than one cent per share, and no
revenue for the three months ended September 30, 2005.

         Revenues.  Revenue increased to $8,115 for the third quarter of 2006 as
compared to no revenues during the same period in 2005. The increase is a result
of our commencement of sale of synthetic DNA.

         Research and Development  Expenses.  Research and development  expenses
increased  to  $554,974  for the third  quarter of 2006 as  compared to $402,208
during  the same  period in 2005.  Approximately  $30,000 of the  increase  is a
result of the payroll  and  employment  costs and the  remaining  difference  of
$123,000  results from the  increased  activity  cost of  antibacterial  and DNA
vaccine research.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  decreased  to  $355,729  for the third  quarter  of 2006  compared  to
$367,963 for the same period in 2005 primarily due to a refund  received from an
advertising firm.

         Consulting Expenses.  Consulting expenses decreased to $282,567 for the
third  quarter of 2006  compared to $290,000  for the same period in 2005.  This
decrease  was due to the common stock price  decline  resulting in a decrease in
compensation at the contract renewal date for an investor relations consultant.



                                      - 9 -
<PAGE>


         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased to $15,017 for the third  quarter of 2006 compared to $6,088
for the same  period  in 2005  primarily  due to the  upgrade  of  hardware  and
security  software for the Company's network server and additional R&D equipment
purchased for DNA production.

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30,
2005

         For the nine months ended September 30, 2006, we reported a net loss of
$3,171,956, or approximately $.025 per share, and revenue of $45,295 as compared
with a net loss of $2,343,625,  or approximately $.020 per share, and no revenue
for the nine months ended September 30, 2005.

         Revenues.  Revenue  increased  to  $45,295  for the nine  months  ended
September 30, 2006 as compared to no revenue during the same period in 2005. The
increase is a result of our commencement of sales of synthetic DNA.

         Research and Development  Expenses.  Research and development  expenses
increased to $1,696,051 for the nine months ended September 30, 2006 as compared
to  $1,075,869  during the same  period in 2005.  Approximately  $288,000 of the
increase  is a result of the  payroll  and  employment  costs and the  remaining
difference of $332,000 results from the increased activity cost of antibacterial
and DNA vaccine research.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased to  $1,166,715  for the nine month ended  September 30, 2006
compared to $957,438 for the same period in 2005 primarily due to an increase in
payroll, and related employment costs.

         Consulting  Expenses.  Consulting  expenses decreased from $292,667 for
the nine month ended September 30, 2006 compared to $290,000 for the same period
in 2005 due to the common  stock  price  decline and the  resulting  decrease in
compensation at the contract renewal date for an investor relations consultant.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased  to $32,572 for the nine  months  ended  September  30, 2006
compared to $21,363 for the same period in 2005  primarily due to the upgrade of
hardware and security  software for the Company's  network server and additional
R&D equipment purchased for DNA production.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has budgeted  approximately  $4,300,000  for  operations in
fiscal year 2006,  of which  approximately  $1,300,000  has been  allocated  for
general and administrative costs,  $2,000,000 for research and development,  and
$1,000,000 for plant facilities. We will rely on equity financing to satisfy our
working capital  requirements,  and have, as of September 30, 2006,  $389,810 of
cash on hand for fiscal year 2006. Of the  $2,000,000  budgeted for research and
development  expenses,  the Company anticipates  $1,800,000 will be utilized for
pre-clinical development.



                                     - 10 -
<PAGE>


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

         The Company  expects its sources of revenue for the next several  years
to  consist   primarily  of  income  generated  by  the  sale  of  enzymatically
synthesized  DNA  (synDNA(TM))  to  companies  involved  in the  development  of
DNA-based  therapeutics  and vaccines,  and payments earned under future product
development joint ventures,  licensing agreements, and royalties. The process of
developing the Company's  future  products will require  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
and  vaccine  products  unless it  completes  clinical  trials and  successfully
commercializes  or arranges for the  commercialization  of one or more products,
the accomplishment of which no assurance can be given.

         CytoGenix  has  developed  a broad  platform  of gene  down  regulation
technologies.  These  originated  with single  stranded  DNA (ssDNA)  expression
vectors for expression of specifically  designed  strings of single stranded DNA
(oligos)  inside a cell which are useful in triplex,  antisense,  DNA enzyme and
aptameric applications. Triplex applications are those where a designed sequence
of ssDNA binds to a specific  location in the duplex DNA of the genome which can
inhibit a promoter or expression  of a target gene and prevent gene  expression.
In some antisense applications, the expression vector makes ssDNA sequences that
bind to target mRNA's and prevent the production of the encoded  protein.  Here,
the antisense  sequence binds to the mRNA and prevents it from being "read" by a
ribosome.  In other antisense  applications,  the ssDNA sequence  contains a DNA
enzyme sequence which degrades the target mRNA so further  translation  does not
occur. Aptamers are ssDNA sequences that directly bind to the target proteins to
inhibit their function.  The Company has  coordinated and performed  experiments
utilizing all these applications.  The results appear in scientific publications
in peer  reviewed  journals  and have been  incorporated  into  numerous  patent
applications, some of which have received notice of allowance.

         The ssDNA gene down regulation activity has expanded.  The Company uses
target  identification  analysis to confirm  target gene  function.  Those genes
found  to be  highly  disease-related  become  targets  for  potential  drug  or
molecular  therapies.  These target  validation  and gene function  capabilities
provide  a  foundation  for  the  Company's   activities  in  developing   novel
anti-bacterial compounds and sequences.  These have been tested against bacteria
including Escherichia coli (E.coli) and Staphylococcus aureus.

         The  Company's  early  research  and  development  on ssDNA  expression
vectors utilized DNA plasmids produced using bacterial fermentation  techniques.
At the time the Company's  experiments  began,  clinical grade plasmids could be
obtained for  approximately  $25,000 per gram.  When the Company  introduced its
first product, Simplivir(TM), an anti-herpes compound, to the FDA, the price for
clinical  grade  plasmids  had risen to  approximately  $250,000  per gram.  The
Company looked for


                                      -11 -
<PAGE>

alternatives and developed a process for producing enzymatically synthesized DNA
(synDNA(TM)) without using bacterial fermentation. The bacteria-free process for
making therapeutic  quality DNA is proprietary to the Company.  Through its use,
we have met our own  product  needs and have  directed  our excess  capacity  to
producing  DNA for other third party users in the  market.  The  combination  of
competitive pricing,  rapid manufacture,  and regulatory  advantages  associated
with  endotoxin-free  and  bacteria-free   production  make  our  products  very
competitive. The Company is currently generating revenues from synDNA(TM) sales.

         We have been able to expand our product  line to include DNA  vaccines.
Tests  comparing  the efficacy of various DNA vaccines  made with  synDNA(TM) to
conventional  bacteria-grown  plasmids have demonstrated synDNA(TM) products are
equally  as, or more  effective  than  conventional  plasmids.  These tests have
included targets such as HIV, Hepatitis B virus, Smallpox, and seasonal flu. The
Company has entered a Cooperative  Research and  Development  Agreement with the
United States Department of Agriculture  (USDA) to develop a DNA vaccine against
Brucellosis and is pursuing other  CREDA's/contracts with the federal government
especially in the bio-terror and pandemic threat areas.

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

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

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





                                     - 12 -
<PAGE>



ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of September 30, 2006 the Company has a restricted  long-term CD (Certificate
of Deposit)  investment  for the Waldroff  litigation  matter  discussed  below.
Pending  resolution  of an appeal of this case the  Company  has  established  a
long-term CD in the amount of $115,500. This CD earns interest at a rate of 3.4%
annually.

ITEM 4.  CONTROLS AND PROCEDURES

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

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

CHANGES IN INTERNAL CONTROLS

      There has been no change in our internal control over financial  reporting
during the nine months ended September 30, 2006 that has materially affected, or
is reasonably likely to materially  affect,  our internal control over financial
reporting.

                           PART II. OTHER INFORMATION
ITEM 1.   LEGAL PROCEEDINGS

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

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of nonliability with respect to two license agreements entered into with
William  B.   Waldroff   (licensee)  in  1998  covering  use  of  the  Company's
single-stranded  DNA  expression  technology  in  shrimp  and  horses.  Waldroff
sublicensed  this  technology  to  Applied  Veterinary  Genomics,   Inc.  (AVGI;
sublicensee)  who is a  party  in  interest  in the  action.  The  licensee  and
sublicensee  counterclaimed  against  CytoGenix  for  damages,  attorneys  fees,
unrelated torts, and a permanent  injunction to honor the purported licenses.  A
jury  trial  held in  February  of 2005  resulted  in entry  of a  preliminarily
injunction against  CytoGenix,  ordering specific  performance  according to the
licenses,  and an award for the licensee and sublicensee's  attorneys fees in an
amount of $115,500.  The jury awarded no damages  against  CytoGenix.  CytoGenix
appealed the Judgment in the 1st Court of Civil Appeals.  Briefs have been filed
and oral  argument  was held before a panel of three Judges on October 24, 2006.
The Company  currently  awaits final opinion from the Appellate  Court.  Pending
resolution of an appeal  CytoGenix has  established a long-term CD in the amount
of $115,500 to comply with the trial court judgment. This CD earns interest at a
rate of 3.4% annually.


                                     - 13 -
<PAGE>



CytoGenix  has also  filed for an  Injunction  in a  Defamation  action  against
Investorshub.com  (IHUB) and one of its members known only by a pseudonym.  Suit
was filed in the Federal  District  Court on  September  26, 2006 and a subpoena
served on IHUB to reveal the  identification  of the member by November 1, 2006.
The suit seeks damages as well as a permanent  injunction  against the member to
prohibit further discourse involving CytoGenix matters and/or personnel.

INTELLECTUAL PROPERTY MATTERS:

CytoGenix  has received  Notices of Allowance  from foreign  patent  offices for
applications  covering the Company's  proprietary  in vivo  single-stranded  DNA
expression technology.  Final formalities are in progress for grants forthcoming
in: India, China and the European Community, including Austria, Belgium, France,
Germany, the Netherlands, Switzerland, and the United Kingdom.

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

In the nine months ended September 30, 2006, CytoGenix issued a total of 916,400
shares of common  stock for  fundraising  efforts in the last quarter of 2005 to
financial consultants at a value of $.25 per share.

In the  nine  months  ended  September  30,  2006,  CytoGenix  issued a total of
3,333,185 shares of common stock in a private placement to accredited  investors
at a cash price of $.65 per share.

In the nine months ended September 30, 2006, CytoGenix issued a total of 296,665
shares of common  stock to  financial  consultants  in  consideration  for their
services in a $0.65 per share private placement. The shares were recorded in the
third quarter 2006,  as a cost of capital in  conjunction  with second and third
quarter 2006 fundraising.

In the nine months ended September 30, 2006 CytoGenix  issued a total of 320,000
shares of common stock for services valued at $275,200.













                                      -14 -

<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) ylaws of Cryogenic  Solutions,
                              Inc. 3.6* B mendments to Bylaws of CytoGenix, Inc.
                              (incorporated  by  reference to 3.7 Annex I of the
                              definitive  proxy  statement on Schedule 14A filed
                              with Ahe  Securities  and Exchange  Commission  on
                              December 23, 2003) t


               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.

                                     - 15 -

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






















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