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

                                    FORM 10-Q


[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the quarterly period ended March 31, 2005

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

For the transition period from ___________ to ____________.

Commission file number: 0-26807

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

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


                   3100 Wilcrest, Suite140, Houston, Texas          77042
                   ---------------------------------------          -----
                  (Address of principal executive offices)        (Zip Code)

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

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

         As of March 31, 2005,  111,347,880  shares of the issuer's common stock
was outstanding.

         Transitional Small Business Disclosure Format (check one):
         Yes     No  X
             ---    ---











<PAGE>


<TABLE>

<CAPTION>


                                TABLE OF CONTENTS
                                 CYTOGENIX, INC.

                                    FORM 10-Q

                                      INDEX



PART I.     FINANCIAL INFORMATION
            ---------------------
<S>                                                                             <C>                              <C>

            ITEM 1.   Financial Statements


                      Balance Sheets (unaudited) as of March 31, 2005 and December 31, 2004                      3
                      ---------------------------------------------------------------------


                      Statements of Operations (unaudited) for the three months ended March 31, 2005             4
                      and 2004


                      Statements of Cash Flows (unaudited) for the three months ended March 31, 2005             5
                      and 2004


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


            ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk                                 18


            ITEM 4.   Controls and Procedures                                                                    18


PART II.    OTHER INFORMATION
            -----------------

            ITEM 1.   Legal Proceedings                                                                          19

            ITEM 2.   Changes in Securities                                                                      19


            ITEM 6.   Exhibits                                                                                   20


SIGNATURE                                                                                                        21
----------
</TABLE>




                                       2
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.

                           A DEVELOPMENT STAGE COMPANY
                 See accompanying notes to financial statements




PART I. FINANCIAL INFORMATION

                                  BALANCE SHEET



                                                                       March 31,     December 31,
                                                                       2005              2004
                                                                      (unaudited)
                                                                     ------------    ------------
<S>                                                                  <C>             <C>

                                     ASSETS
CURRENT ASSETS:
     Cash                                                            $    299,333    $    453,235

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

           Total current assets                                           299,333         453,235
                                                                     ------------    ------------


Property and equipment:

  Research Fixtures & Equipment                                           104,635         114,514
  Office Furniture & Fixtures                                              57,759          56,461
  Office Equipment                                                         54,087          45,733
                                                                     ------------    ------------
                                                                          216,481         216,708
  Less - accumulated depreciation                                        (150,244)       (151,649)
                                                                     ------------    ------------


                                                                           66,237          65,059

Deposits                                                                    6,399           6,399
                                                                     ------------    ------------
           Total assets                                              $    371,969    $    524,693
                                                                     ============    ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Accounts payable                                                 $    227,111    $    237,833
     Accrued expenses                                                     356,558         801,920
                                                                     ------------    ------------


           Total current liabilities
                                                                          583,668       1,039,753
                                                                     ------------    ------------

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value;  300,000,000 shares authorized,
      111,347,880 and 109,204,339 shares issued and outstanding
      at March 31, 2005 and December 31, 2004, respectively               111,348         109,204
    Additional paid-in capital                                         20,518,699      19,530,637
    Treasury stock                                                       (629,972)       (629,972)
    Deficit accumulated during the development stage                  (20,211,774)    (19,524,929)
                                                                     ------------    ------------
           Total stockholders' deficit                                   (211,699)       (515,060)
                                                                     ------------    ------------



           Total liabilities and stockholders' deficit                    371,969    $    524,693
                                                                     ============    ============
</TABLE>


                                       3
<PAGE>

<TABLE>

<CAPTION>

                            STATEMENTS OF OPERATIONS
              THREE MONTHS ENDED MARCH 31, 2005 AND 2004 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2005
                                   (UNAUDTIED)

                                                                                                      Inception
                                                               2005                 2004            Through 2005
                                                         ------------------   -----------------   -----------------
<S>                                                      <C>                  <C>                 <C>

 REVENUES                                                $             -      $             -     $        82,575

 COST OF REVENUES                                                      -                    -             264,891
                                                         ------------------   -----------------   -----------------

 GROSS MARGIN                                                          -                    -            (182,316)

 COSTS AND EXPENSES:

     Research and development                                   (346,852)             (89,800)         (6,428,725)
     General and administrative                                 (330,780)            (283,255)        (12,984,438)
     Depreciation and amortization                                (8,845)              (9,385)           (253,048)
     Impairment expense                                                -                    -            (345,588)
     Equity in losses of joint venture                                 -                    -             (10,000)

                                                         ------------------   -----------------   -----------------
 LOSS FROM OPERATIONS                                           (686,477)            (382,440)        (20,204,115)


 OTHER INCOME:
     Gain on sale of security                                          -                    -                 881
       Loss on disposal of property of equipment                    (368)                   -             (10,173)
     Dividend income                                                   -                    -               1,633
                                                         ------------------   -----------------   -----------------
 NET LOSS                                                $      (686,845)     $      (382,440)    $   (20,211,774)
                                                          ==================   =================   ================

 Net loss per share:

     Basic and diluted net loss per share                $          (.01)    $           (.00)
                                                          ==================   =================
 Weighed average shares outstanding:
     Basic and diluted                                       109,652,754           98,926,811
                                                         ==================   =================

</TABLE>

                                       4
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                      Consolidated Statement of Cash Flows
              THREE MONTHS ENDED MARCH 31, 2005 AND 2004 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2005
                                   (UNAUDTIED)
                                                                                                      Inception
                                                                                                       Through
                                                                2005                2004                 2005
                                                         ------------------  ------------------   ------------------
<S>                                                                          <C>                  <C>

OPERATING ACTIVITIES:

   Net loss                                              $      (686,845)    $      (382,438)     $   (20,211,774)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                                8,845               9,385              249,672
      Impairment expense                                               -                   -              345,588
      Stock issued for services                                   11,000              34,651            7,153,477
      Stock option expense                                             -                   -            2,062,191
          Loss on disposal of property & equipment                   368                   -               10,173
      Equity in losses of joint venture                                -                   -               10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                              -              (6,029)                   -
         Deposits                                                      -                   -               (6,399)
         Accounts payable & accrued expenses                      86,041            (101,563)           1,388,888
         Deposits received on stock purchases

                                                                       -             162,990      -
                                                         ------------------  ------------------   ------------------
Net cash used in operating activities                           (580,591)           (283,004)        (8,998,184)
                                                         ------------------  ------------------   ------------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                            (10,391)             (7,330)            (296,670)
   Issue note receivable                                               -                   -              (25,100)
   Investment in joint venture                                         -                   -              (10,000)
                                                         ------------------  ------------------   ------------------
Net cash used in investing activities                            (10,391)             (7,330)            (331,770)
                                                         ------------------  ------------------   ------------------

FINANCING ACTIVITIES:
   Proceeds from notes payable                                         -                   -              250,000
   Payments on notes payable                                           -                   -             (250,000)
   Treasury shares sold                                                -                   -            1,290,568
   Purchase of treasury shares                                         -                   -              (60,000)
     Buyback of Stock Warrants                                         -                   -                 (571)
   Sale of common stock, net fundraising                         437,080                   -            7,449,790
     Sale of common stock for exercised warrants                       -             206,000              797,000
   Contributions to capital                                            -                   -              152,500
                                                         ------------------  ------------------   ------------------
Net cash provided by financing activities                        437,080             206,000            9,629,287
                                                         ------------------  ------------------   ------------------
NET CHANGE IN CASH                                              (153,902)            (84,334)             299,333
CASH, beginning of period                                        453,235             236,962                    -
                                                         ------------------  ------------------   ------------------
CASH, end of period                                      $       299,333     $       152,628      $       299,333
                                                         ==================  ==================   ==================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                         $            -      $            -       $             -
                                                         ==================  ==================   ==================
   Income taxes paid                                     $            -      $            -       $             -
                                                         ==================  ==================   ==================
NONCASH TRANSACTIONS:

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

</TABLE>




                                        5
<PAGE>


                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDTIED)


         NOTE 1 - BASIS OF PRESENTATION


         The accompanying  unaudited interim financial  statements of CytoGenix,
         Inc.  ("CytoGenix")  have been prepared in accordance  with  accounting
         principles  generally  accepted in the United States of America and the
         rules of the Securities and Exchange Commission ("SEC"),  and should be
         read in  conjunction  with the audited  financial  statements and notes
         thereto  contained in  CytoGenix's  latest annual report filed with the
         SEC on Form  10KSB.  In the  opinion of  management,  all  adjustments,
         consisting  of  normal  recurring  adjustments,  necessary  for a  fair
         presentation  of financial  position and the results of operations  for
         the interim periods presented have been reflected  herein.  The results
         of operations for interim periods are not necessarily indicative of the
         results  to be  expected  for the full  year.  Notes  to the  financial
         statements which would substantially duplicate the disclosure contained
         in the audited financial statements for fiscal year ending December 31,
         2004, as reported in the 10KSB, have been omitted.


         NOTE 2 - COMMON STOCK


         In the three  months  ending March 31, 2005,  CytoGenix  issued  47,701
         shares of common stock for services valued at $11,000.

         In the three months  ending March 31, 2005,  CytoGenix  issued  729,963
         shares of common stock for  $542,126 of expenses  that had been accrued
         as of December 31, 2004.


         In March 2005 $437,080 was  collected  for  1,365,876  shares of common
         stock as part of a private placement.


         NOTE 3 - LEGAL LIABILITY

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

         CytoGenix filed a Declaratory Judgment action in March, 2004, to obtain
         a finding of nonliability with respect to two license  agreements,  one
         for shrimp, and one for horses, originally issued in 1998 to William B.
         Waldroff.  Waldroff and Applied Veterinary  Genomics,  Inc. ("AVGI"), a
         party in interest as a sublicensee  of Waldroff's,  counterclaimed  for
         damages, attorneys fees, unrelated torts, and a permanent injunction to
         honor the purported licenses. A jury trial was held in February,  2005.
         Both  Waldroff  and AVGI also sued three  directors  of  CytoGenix  for
         interfering  with the  licenses.  The jury did not assess  any  damages
         against  any of the  directors  or  against  CytoGenix.  The  court has
         preliminarily   entered  a  judgment  ordering   CytoGenix  to  perform
         according to the  licenses,  and for  attorney's  fees in the amount of
         $110,000. Post judgment motions will be filed in the trial court. Based
         on the ruling  issued by the court,  CytoGenix has recorded a liability
         of $110,000.



                                       6
<PAGE>


                                CYTOGENIX, INC.
                          A DEVELOPMENT STAGE COMPANY

PART I


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.

         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.


                                       7
<PAGE>



         The Company has budgeted  approximately  $4,100,000  for  operations in
fiscal year 2005,  of which  approximately  $1,300,000  has been  allocated  for
general and administrative costs and $1,800,000 for research and development and
$1,000,000 for plant facilities. We will rely on equity financing to satisfy its
working capital  requirements,  and has as of March 31, 2005 $299,333 of cash on
hand  for  fiscal  year  2005.  Of the  $1,800,000  budgeted  for  research  and
development  expenses,  the Company anticipates  $1,600,000 will be utilized for
pre-clinical development.

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

         The Company's ability to continue  operations through December 31, 2005
depends on its success in obtaining equity financing in an amount  sufficient to
support its operations  through that date.  There is substantial  doubt that the
Company  will  be able  to  generate  sufficient  revenues  or be able to  raise
adequate  capital to remain a going concern through  December 31, 2005. Based on
historical  yearly financial  requirements,  operating  capital of approximately
$4.1 million will be needed for each of the calendar years 2005 and 2006.

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

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

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


                                        8
<PAGE>


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

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

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

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

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

         CytoGenix,  Inc.  ("CytoGenix" or "the Company") is a biopharmaceutical
company whose  primary focus is the  development  and  commercialization  of its
proprietary  technology for identifying and silencing disease causing genes. The
Company's technology includes gene silencing techniques applicable to genes from
pathogenic  organisms or selected genes from a host to prevent the expression of
harmful proteins,  thereby preventing or ameliorating  disease. The Company also
has developed a novel  process to produce cell free,  plasmid DNA for use in its
own products and for sale to the biopharmaceutical  market. The Company seeks to
generate  revenues and improve the health and well-being of humans,  animals and
plants by utilizing its technology to produce molecular  therapies.  In addition
to development and commercialization of therapeutic compounds, the Company seeks
to sell  and/or  license  its  technology  to  biotechnology  companies  seeking
determination  of specific  genes'  function  and purpose  and to  consumers  of
plasmid DNA.


                                        9
<PAGE>


         The Company was formed in 1995 as a biomedical research and development
company. The original name of the Company was Cryogenic  Solutions,  Inc., until
the Company changed its name to CytoGenix,  Inc. in January 2000. Equity funding
has been the only source of operational,  research and commercialization working
capital  since the  Company's  inception.  Since our  inception in 1995, we have
dedicated ourselves to engineering  DNA-based molecules for therapeutic and drug
target identification purposes. Our expertise in nucleic acid technology enables
us to focus on the development of new types of nucleic  acid-based  therapeutics
based on the  ability  to express  single  stranded  DNA inside  cells of living
organisms or to induce  synthetic  DNA mimetic  constructs  into target cells to
silence selected genes.

GENE EXPRESSION AND HUMAN DISEASE

         Widely  published  scientific  studies  conducted  over the last twenty
years by leading  universities,  government  research  laboratories  such as the
National  Institutes  of Health and the National  Cancer  Institute  and private
research  laboratories  have  established  that most  diseases are the result of
malfunctioning  genes in an organism's  genome,  or the activities of genes from
pathogens such as viruses,  bacteria or funguses . This genetic  activity causes
the  production of harmful  proteins  that lead to the symptoms and  destructive
results of  disease.  Examples  of  diseases  caused by the  production  of such
harmful proteins include cancer,  herpes, sepsis (blood poisoning) and a host of
others. To produce a protein, a cell first makes a positive copy of the DNA code
containing the information  necessary to produce the protein. This messenger RNA
(mRNA) is called the "sense" molecule. This message-carrying molecule then moves
to  another  part of the  cell  where it  participates  in the  assembly  of the
biochemical components to produce proteins.

         In many  instances  it is possible to inhibit the  production  of these
harmful proteins by introducing or producing small molecules of specific genetic
material into the cells  themselves.  Fortunately,  this genetic activity can be
interrupted  and controlled at three levels with the  introduction of a specific
sequence of ssDNA into the cells; at the level of the genome itself, interfering
with the messenger RNA (mRNA)  produced by the genome  leading to the production
of the protein  for which the mRNA is encoded  and at the protein  level where a
single strand of DNA may be made that will bind with the protein and disable it.

CytoGenix Gene Silencing Technology

         CytoGenix  owns patented  intracellular  expression  system  technology
(CYGXes(TM)) to produce any desired sequence-specific,  ssDNA molecules (ODN) in
individual  cells for the  purpose of triplex,  antisense,  catalytic  DNA,  and
aptamer applications.



         1.   Triplex:  As mRNA is  transcribed  and the DNA  strands  are still
              separated,  a single strand of complementary  DNA is inserted into
              the  gap  forming  a  triple  helix  (triplex)   structure,   thus
              preventing the future production of mRNA from that segment.



                                       10
<PAGE>


         2.   Antisense:   Messenger   RNA  is   intercepted   en   route  by  a
              complementary  ssDNA  sequence  that  binds to and  results in the
              destruction  of  the  mRNA  by  enzymes  within  the  cell,   thus
              preventing the mRNA from producing the protein in question.

         3.   Catalytic DNA: Similar to antisense,  a ssDNA sequence  containing
              sequence regions that bind to the mRNA, but also contains a unique
              sequence  region  that  acts to cut and  destroy  the  mRNA,  thus
              preventing it from producing the protein in question.

         4.   Aptamer:  The ssDNA  binds to the  protein  itself in the cell and
              causes the protein to become inactivated or dysfunctional.

         The key to success with these genetic  interventions  is to insure that
sufficient quantities of the ssDNA molecules ultimately are produced in targeted
cells or induced from external sources. CytoGenix has invented what functions as
a tiny biological  "factory" that, after  introduction  into the cell,  actually
produces many copies of specific  ssDNA  molecules in the cell.  The business of
CytoGenix is to refine this  technology  and apply it to the delivery of various
patented DNA molecules for the development of effective therapeutic drugs.

DEVELOPMENT TO DATE (RESEARCH AND DEVELOPMENT)

         The ssDNA expression vector technology  originated with the work of Dr.
Charles  Conrad  which he  developed  while at InGene,  Inc.  This  breakthrough
technology was originally protected by issued United States Patent No. 6,054,299
entitled,  "Methods and Compositions for Producing Single-stranded cloned DNA in
eukaryotic  cells." In 1999,  CytoGenix  purchased  the  rights to Dr.  Conrad's
patent  as well as other  proprietary  information  from  InGene,  and has since
instituted  a broad  research  and  development  program to advance  this single
stranded  DNA  expression  technology.  Shortly  after  acquisition  of the `299
patent,  worldwide  protection was pursued by filing two applications  under the
Patent Cooperation Treaty (PCT) entitled,  "Enzymatic Synthesis of ssDNA" (World
Publication  No.   WO00/22113),   and  "Production  of  ssDNA  in  vivo"  (World
Publication No. WO00/22114). Applications to protect subsequent improvements and
therapeutic  applications of this technology have since been filed to expand the
protection of this technology in both the US and foreign markets. In addition to
the  original  issued  patent,  Cytogenix  currently  holds  twelve  pending  US
applications,  and twenty-seven pending national  applications stemming from six
PCT  applications.  This  assertive  approach  to  protection  of the  Company's
technology  has  enabled  CytoGenix  to expand  and refine  the  development  of
therapeutics  for human,  animal and  agricultural  use. The total of the issued
patent and pending United States and foreign applications is forty-five.

         These patents are  important to the Company  because they help form the
basis of the technology  needed for the  production of the Company's  technology
and other  products.  The technology has been proven in numerous  laboratory and
animal experiments and has been widely published as set forth below.

         It has  been  reported  in the  scientific  literature,  such as in the
Reuters Business Insight 2000 publication,  Antisense Therapy: Technical Aspects
and Commercial  Opportunities  by Prof. Dr. K.K. Jain M.D. that other  Antisense


                                       11
<PAGE>

molecule  delivery  methods have failed to provide  sufficient  quantities to be
therapeutically  effective  except  in  limited  applications.  Laboratory  cell
culture studies have demonstrated that the Company's ssDNA expression vector can
adequately  deliver sequence specific DNA molecules in sufficient  quantities in
virtually all cell types,  thereby  overcoming many of the problems expressed in
the  literature.  The  Company's  technology  is not  limited to only  antisense
applications,  but can target and  enzymatically  cleave  target  mRNA using DNA
enzyme formulations. The technology can also be used to generate triplex forming
oligonucleotides   that  bind  to  specific   sites  in  the  genome  itself  to
down-regulate expression by the gene at that site, generate ssDNA that will bind
to specific,  targeted  proteins to neutralize  them and  competitively  inhibit
genetic expression/transcription of targeted genes. The Company has extended the
results achieved in cell cultures to cells in live animals.

         The Genomics  field has vastly  expanded  the number of potential  drug
targets.  The Company has utilized its ssDNA expression  technology to develop a
library screening technique for gene target  identification and validation.  The
CytoGenix  proprietary  gene  down-regulation  system  is  a  powerful  tool  in
confirming  gene  target  function.  The  screening  library  technique  enables
efficient testing of multiple oligonucleotide  sequences with the advantage that
when a sequence which silences a targeted gene is identified,  the construct for
introducing  the  identified  sequence in  cellular  and animal  experiments  is
readily produced. Use of the screening library has led to discovery of sequences
that have been useful in several of the Company's products under development.

         The Company has developed a separate  technology against bacteria using
mimetic  oligonucleotides  as sequences  to silence  targeted  bacterial  genes.
Targeted genes include those necessary for the bacteria's  survival,  ability to
reproduce and/or to express various toxins.

         The Company has also  developed a novel  technique for  producing  cell
free  plasmid  DNA thus  bypassing  the  fermentation  process.  The  cell  free
synthesis  of plasmid DNA has  numerous  advantages:  CytoGenix,  synthetic  DNA
(SynDNA(TM))  is free of the  endotoxins,  bacterial  DNA, RNA and proteins that
must be  laboriously  removed in the  fermentation  process using live bacteria.
More  importantly,   synthetic  DNA  can  be  produced  more  rapidly  and  less
expensively than in the traditional fermentation method.

         In  July  2002,  the  Company  inaugurated  a  service  geared  towards
assisting   pharmaceutical   and  biotech   companies   improve  drug  discovery
efficiency. In addition to our work on in-house targets, we are conducting pilot
studies for several  companies.  For a fixed fee, we will  knockdown a gene in a
cell system.  This will confirm the gene's relevance to the disease of interest.
Those genes found to be highly  disease-related  become  targets for new drug or
molecular therapies.

         Using its  expanding  technological  base,  the  Company  is seeking to
develop drugs that address  significant and unmet medical needs.  The Company is
conducting  research and/or  preclinical  development with product candidates in
the  following  areas:   Infectious  Disease  (Anti-virals  &  Anti-bacterials),
Inflammation and Cancer.


PRODUCTS UNDER DEVELOPMENT INCLUDE:

INFECTIOUS DISEASE PROGRAM

         CY301  (SIMPLIVIR(TM))  anti-herpes  topical  addresses the needs of 70
million infected Americans;  today's marginally effective products have revenues


                                       12
<PAGE>

in  excess  of  $1  billion.   Indications  include  prophylactic  and  neonatal
applications.  Our proprietary  plasmid DNA sequences  turn-off the HSV ICP4 and
ICP47 genes. Found in HSV-1, -2 and Herpes Zoster, the ICP4 gene is critical for
the replication of the virus in the host cell. The ICP47 gene produces a protein
that assists the virus in interfering with a host's immune system in recognizing
the virus  and  eliminating  it.  Pre-clinical  in vitro  studies  have  shown a
100-fold  reduction  in HSV viral load in test cells  containing  the  company's
proprietary plasmid DNA coded with an ICP4 knockdown sequence. Mouse trials were
initiated in August,  2003 and are continuing.  Pre-clinical  toxicology studies
are being  designed  and will enable the filing of an  Investigational  New Drug
(IND) application with the Food & Drug Administration (FDA).

         CY401    targets     multi-drug     resistant     bacteria    including
methicillin-resistant  staphylococcus aureus (MRSA). Recently, MRSA strains that
had  previously  been confined to hospitals are now appearing in the  community.
Clinicians are encountering difficulty in treating MRSA infections, and CY401 is
the lead product in a new class of antibacterial compounds. Studies conducted in
cell culture indicate that CY401 has potent killing  capability even against the
most resistant  bacterial  pathogens such as MRSA.  Animal testing has confirmed
this  activity and  CytoGenix  is  preparing to conduct the required  safety and
toxicology  studies to support the filing of an IND with a target filing date in
the first quarter of 2006.

         CY403 specifically targets only the staphylococcus species.

INFLAMMATORY DISEASE PROGRAM

         CY303 is a topical  anti-inflammatory  product that blocks the activity
of an adhesion molecule known as intercellular  adhesion molecule or ICAM-1. The
initial  indication  for this  topical  anti-inflammatory  product is for use in
moderate  to  severe   psoriasis.   Other   indications  where  CY303  could  be
therapeutically beneficial include contact dermatitis,  acne, decubitus, rosacea
& joint swelling. Studies to test the ability of CY303 to inhibit the expression
of  ICAM-1  are  ongoing  and  assuming  success,  CY303  will be the  third IND
application for CytoGenix.

CANCER PROGRAM

         Investigators   have  used  the  company's  ssDNA   expression   vector
technology  to  knockdown  cancer  genes as part of  projects  supported  by the
National Institutes of Health SBIR program.  Some of this work is now progressed
to the level of  preclinical  studies  and success in these  studies  will allow
progression to clinical applications.

Aerosol Delivery of Anti Metastatic Tumors in Lungs

         "Metastatic  tumors  in  the  lungs  are  malignancies  (cancers)  that
developed  at other sites and spread via the blood  stream to the lungs.  Common
tumors that  metastasize  to the lungs  include  breast  cancer,  colon  cancer,
prostate  cancer,  sarcoma,  bladder  cancer,  neuroblastoma,  and Wilm's tumor.
However, almost any cancer has the capacity to spread to the lungs." Information
from MedLinePLus at http://www.nlm.nih.gov/medlineplus/ency/article/000097.htm.

         The Company has received a federal  government  grant from the National
Institutes  of Health (the National  Cancer  Institute) to support the Company's


                                       13
<PAGE>

work with a  researcher  at a major  medical  school who is using the  company's
ssDNA  expression  vector with a propietary  aerosol  delivery  system against a
cancer gene common to metatastic tumor cells.

Anti- Solid Tumor Gene Therapy

         The  Company  has  entered  into  an  agreement  with  scientists  at a
university gene therapy center for preclinical  experiments  using the company's
ssDNA  expression  vector  technology  to  silence a gene that has been shown to
cause malignant transformation of tumor cells.

         The  combination  of a proprietary  delivery  technology and CytoGenix'
gene  silencing  technology  has  great  potential  for  treating   malignancies
particularly in breast, head, neck, and prostate tumors.

NUCLEIC ACID DELIVERY TECHNOLOGY

         DNA delivery  into cells is a rapidly  developing  area in gene therapy
and  biotechnology.  Viral  methods of DNA delivery are  well-characterized  and
efficient,  but little is known about the toxicity and  immunogenecity  of viral
vectors.  As a result, the company is continuing  investigation of viral vectors
but  concentrating  its  efforts  on  non-viral,  transfection  methods  of  DNA
delivery.

           The Company is investigating targeted delivery to using synthetic DNA
delivery  systems  containing   histidine-rich  peptides  and  polypeptides  and
self-assembled delivery systems based on cationic lipids and polymers.

SYNTHETIC DNA PROCESS

         Scientists  at CytoGenix  have  developed a novel method for  producing
large  amounts  of  high  quality  therapeutic  circular  DNA  with  significant
reductions  in  residual  contaminants  compared  to  traditional   fermentation
methods.  Specifically,  we have  identified and optimized a method for in vitro
DNA synthesis and amplification for the production of GMP drug substances.

         Cell-free  amplification of c-DNA has many important benefits beginning
with the size and  composition  of the plasmid.  Under this system,  there is no
need for  bacterial  replication  genes or selection  markers such as antibiotic
resistant  genes.  In most  cases,  this will  reduce the size and weight of the
therapeutic  c-DNA  by at  least  3,000  base  pairs or a  molecular  weight  of
approximately 2,000 kilo Daltons. The total absence of bacteria and growth media
assures  that there is no need to employ  mechanical  or  chemical  purification
methods  to extract  cell or animal  proteins,  RNA,  genomic  DNA and  backbone
molecules.  This  feature  allows  the  designer  more  control  of  coding  for
non-specific and specific immune responses.

Greater biological activity

         Our experiments have shown that the biological  response to c-DNAs with
no  vector  backbone  is  approximately  one  and  one-half  times  higher  than
traditional plasmids.  Other investigators have reported greater activity levels
of in vivo studies using "DNA mini circles".  At the molecular  level,  100ng of
traditional  plasmid  DNA is  equal  to 60ng of  bacteria-free  c-DNA.  This may
explain the result of our  transfection  experiments  and  suggest  that less in


                                       14
<PAGE>

vitro  synthesized DNA may be required to generate the same biological effect as
its plasmid  counterpart.  In terms of cost, this would translate in substantial
savings.

Low risk, low cost and fast cycle time

         Our novel process is bench-scale and requires little  equipment,  space
or human intervention in comparison to bioprocess manufacturing  facilities.  No
cell  banks are  needed  and no yield  optimization  steps that can add weeks or
months to the production  process.  This process lends itself to liquid-handling
automation and one technician can synthesize gram quantities in a matter of days
working in custom manufacturing suites. The capital costs for physical plant and
on-going  fixed and variable  operating  expenses are a fraction of the costs of
large-scale  bioprocess  methods. We believe that this synthetic process will be
more  consistent,  yield material of higher purity,  and will enable delivery of
higher concentrations of API if needed.

Improved regulatory profile

         Benefits  provided by the cell-free  synthesis from a Regulatory Agency
review  and  compliance  perspective  are  significant.   By  beginning  with  a
well-characterized  synthetic master  construct,  there is no need for cell bank
systems  (master or working  cell banks),  thus  reducing the risk and amount of
documentation,  space and cost. Similarly, product cGMP manufacturing procedures
detailing methods for cell collection,  processing and culture  conditions would
no longer be  necessary  and would  substantially  reduce  QA/QC and  compliance
overhead costs.

         Cytogenix is carrying out a  multi-pronged  strategy with the objective
of  commercializing  this technology within the next year. The following briefly
describes our plans:

     o    PROCESS  OPTIMIZATION  AND  SCALE-UP,   continued  experimentation  to
          achieve yield  optimization,  reduced reagent usage and reduced costs.
          Manufacture milligram quantities consistently,  conduct several animal
          studies  with  various  plasmids  to  verify  bioactivity  equal to or
          greater than plasmids  produced via traditional  methods.  Scale-up to
          produce gram quantities.
     o    DEVELOP REAGENT SUPPLIERS AND SOURCING,  establish  relationships with
          manufacturers of enzymes. Develop quality parameters.
     o    CONSTRUCT  CGMP  PRODUCTION  SUITE,  build  and  equip a  side-by-side
          manufacturing suite for simultaneous production of batches cGMP pDNA.
     o    BUSINESS DEVELOPMENT, we are currently evaluating options for industry
          partnership  for  continued   development  of  the  process  including
          contract manufacturing

         All primary  research and  development at CytoGenix is conducted in the
on-site  laboratory  located  adjacent  to the  executive  offices  at the  same
address.  The Company's  primary research and development  experiments are being
conducted  in human lung cancer  cells (A549 cells) and human liver cells (HepG2
cells) to determine the expression levels of  single-stranded  catalytic DNA and
single-stranded Antisense DNA targeting c-raf kinase mRNA transcripts, bcl-2mRNA
transcripts, and mouse double minute oncogene 2 (MDM2) MRNA transcripts

The Company is currently supporting two (2) Sponsored Research Agreements (SRA):


                                       15
<PAGE>


         Dr. Cy Stein's  lab at Albert  Einstein  College of  Medicine  is using
         Cytogenix's  proprietary  gene silencing DNA technology  against a gene
         that is expressed in melanoma  cells that  produces a protein  known to
         counteract the effect of several  chemotherapeutic  agents in difficult
         to treat cancers.

         Dr. Charles  Densmore's lab at Baylor College of Medicine is conducting
         animal trials to determine  the effect of  CytoGenix's  gene  silencing
         technology  on cancer in the lungs of mice using  aerosol gene delivery
         system.

Other research is contemplated to explore various plasmid delivery systems.

         Yin Chen, the Company's Vice President of Research and Development, was
invited to give  presentation  at 1) the 10th  International  Conference on Gene
Therapy in Cancer held from  December  13 to 15,  2001 in San Diego,  CA; 2) 3rd
Annual Conference:  RNA in Drug Development - RNA as Tool and Target, San Diego,
CA, November 10-13, 2003 and 3) A Novel  Single-Stranded  DNA Expression Vector.
Louisiana   at  the   Crossroads:   Moving   Biotechnology   from   Research  to
Commercialization, Shreveport, LA, June 24, 2004.

         The first phase of a Small Business  Technology Transfer Program (STTR)
Grant  entitled,  "ssDNA  Expression of  Triplex-Forming  Oligonucleotides"  was
approved for funding by the National Institute of Child Health/Human Development
(NICHD) of the National Institutes of Health and has been completed.

         The  second  SBIR  grant  entitled,  "PEI  aerosol  delivery  of  ssDNA
expression vector" was awarded by the National Cancer Institute, NIH in 2004.


           The Company and its cooperating  university scientists have published
a number of  scientific  papers and  presented  at  scientific  meetings.  These
publications include:

     1.   Tan, X. & Chen,  Y., A novel  genomic  approach  identifies  bacterial
          DNA-dependent  RNA  polymerase  as  the  target  of  an  antibacterial
          oligodeoxynucleotide, RBL-1 Biochemistry, 2005 (in press).
     2.   Tan,  X.,  Actor,  J.K.,  &  Chen,  Y.  PNA  antisense  oligomer  as a
          therapeutic strategy against bacterial  infection:  proof of principle
          using mouse peritonitis model,  Antimicrobial  Agent and Chemotherapy,
          (submitted), 2005.
     3.   Tan, X, & Chen, Y.  Discovery of novel  antibiotics  using  cell-based
          screening (Review), Current Drug Discovery, pp. 21-23, April, 2004.
     4.   Tan, X., Knesha, R., Margolin, W. and Chen, Y. DNA enzyme generated by
          a novel  single-stranded  DNA expression vector inhibits expression of
          the essential  bacterial  cell division gene ftsZ,  Biochemistry,  43:
          1111-1117, 2004.
     5.   McMicken,  H., Bates,  P. and Chen, Y.  Antiproliferative  activity of
          G-quartet-containing    oligonucleotides    generated   by   a   novel
          single-stranded   DNA   expression   system,   Cancer  Gene   Therapy,
          10(12):867-869, 2003.

                                       16
<PAGE>

     6.   Chen, Y. and McMicken, H. Intracellular  production of DNA enzyme by a
          novel   single-stranded   DNA   expression   vector,   Gene   Therapy,
          10:1776-1780, 2003.
     7.   Chen, Y. , Ji, Y., and Conrad, C. Expression of single-stranded DNA in
          mammalian cells, Biotechniques, 34:167-171, 2003.
     8.   Chen,  Y.,  Novel   Technologies   for  target   validation,   Genetic
          Engineering   News,   23(11):7-9,   2003.
     9.   Chen,  Y.  A  novel  single-stranded  DNA  (ssDNA)  expression  vector
          (Review), Expert Opinion on Biological Therapy, 2:735-740, 2002.
     10.  Chen, Y. Meeting  highlights,  10th  International  conference on gene
          therapy of cancer,  Expert Opinion on Biological  Therapy,  2:443-445,
          2002.
     11.  Chen, Y., Growth of oligo-based drugs, Genomics & Proteomics, October,
          2002.
     12.  Datta, H., and Glazer, P. Intracelullar  generation of single-stranded
          DNA for  chromosomal  triplex  formation  and  induced  recombination,
          Nucleic Acid  Research,  29:5140-5147,  2001. A marvel of  biochemical
          engineering  means cells can produce DNA enzyme to attach cancer,  New
          Scientist, January, 2001.
     13.  Chen, Y. , Ji, Y.,  Roxby,  R., and Conrad,  C. In vivo  expression of
          single-stranded  DNA in  mammalian  cells  with DNA  enzyme  sequences
          targeted to c-raf,  Antisense  & Nucleic  Acid Drug  Development,  10:
          415-422, 2000.

OUR BUSINESS STRATEGY

      The goal and the focus of the  Company  are to  leverage  its  proprietary
technology to maximize  investor  value.  The Company is developing  skin creams
that are  safer  and more  effective  than  systemic  drugs  (pills)  for  these
diseases.  Upon successful completion of Phase I/II clinical trials, the Company
intends to seek distribution agreements with domestic and foreign pharmaceutical
companies.


     o    We   intend  to   independently   develop   oligonucleotide   mediated
          therapeutic applications in several disease areas.

     o    We will pursue partnerships with other pharmaceutical or biotechnology
          companies to develop DNA expression-based therapeutics.

     o    We  will  seek  to  maintain  and  expand  our  patent  portfolio  and
          proprietary  technology.  We own twelve (12) issued or pending patents
          relating to nucleic  acid  technology,  gene  identification  and gene
          silencing  techniques.   There  are  also  thirty-three  (33)  foreign
          counterparts.  We  aggressively  pursue patent  protection to maintain
          worldwide rights relating to the development,  manufacture and sale of
          oligodeoxynucleotide mediated therapeutics and gene target validation.

     o    We intend to leverage our oligonucleotide expertise through licensing,
          process development and pilot  manufacturing.  We believe that we have
          established one of the leading nucleic acid chemistry  groups that can
          provide medicinal chemistry,  process development and manufacturing to
          others in need of this  expertise.  We believe that we will be able to


                                       17
<PAGE>

          capitalize on our continuing investment in oligonucleotide and nucleic
          acid  technology by entering into licensing,  process  development and
          pilot  manufacturing   arrangements  with  collaborators  to  generate
          revenues,   while   retaining   this   capability  for  our  own  drug
          development.


RESULTS OF OPERATION


Three months Ended March 31, 2005, and 2004

         Research and  development  expenses  were $347,000 for the three months
ended March 31, 2005 and  $90,000 for the same period in 2004.  The  increase is
primarily due to the increase in research staff and the acceleration in research
and product development.

         General and Administrative  expenses were $331,000 for the three months
ended March 31, 2004 and $283,000  for the same period in 2004.  The increase is
primarily  due to increased  in legal fees  associated  with the Waldroff  legal
proceedings.




ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company  holds no  financial  instruments  that are  sensitive to changes in
interest rates. As of March 31, 2005, we held no investments  other than amounts
held in our cash operations  accounts.  We are not subject to any other material
market risks.

ITEM 4. CONTROLS AND PROCEEDURES

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, 2005.

CHANGES IN INTERNAL CONTROLS


         There  has  been no  change  in our  internal  control  over  financial
reporting  during the three  months  ended  March 31,  2005 that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.




                                       18
<PAGE>

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

PHANUEL PURSUITS, LLC V. CYTOGENIX, INC.

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

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

CytoGenix  filed a  Declaratory  Judgment  action  in March,  2004,  to obtain a
finding of nonliability with respect to two license agreements,  one for shrimp,
and one for horses,  originally issued in 1998 to William B. Waldroff.  Waldroff
and  Applied  Veterinary  Genomics,  Inc.  ("AVGI"),  a party in  interest  as a
sublicensee of Waldroff's, counterclaimed for damages, attorneys fees, unrelated
torts, and a permanent  injunction to honor the purported licenses. A jury trial
was held in February,  2005. Both Waldroff and AVGI also sued three directors of
CytoGenix for interfering with the licenses. The jury did not assess any damages
against any of the directors or against  CytoGenix.  The court has preliminarily
entered a judgment ordering CytoGenix to perform according to the licenses,  and
for  attorney's  fees in the amount of $110,000.  Post judgment  motions will be
filed in the trial court.

ITEM 2. CHANGES IN SECURTITIES


On January 18, 2005 the Company issued 129,963 shares of common stock.  Of these
shares,  129,963  were issued to  executive  officers  (Malcolm  Skolnick-26,508
shares,   Frank  Vazquez-  16,567  shares,  Yin  Chen-15,463  shares,   Lawrence
Wunderlich-17,672  shares  and  Kurt  Berens  -  15,463  shares)  and  employees
(Xin-Xing   Tan-11,597   shares,   Jennifer    Valentine-Budet-6,627,    Harilyn
McMicken-10,126  shares and Frederic Kendirgi - 9,940 shares) of the Company for
compensation  for an aggregate price of $44,125 or an average of $0.34 per share
(based on 25% of annual gross salary  period) in reliance on the exemption  from
registration  provided  by  Section  4(2)  of the  Securities  Act of  1933  for
transactions not involving a public offering.


On January 19, 2005, the Company issued 600,000 shares of common stock. Of these
shares 600,000 were issued to (Elizabeth  Haslam-100,000 shares, Fulton Holdings
Ltd -100,000 shares,  Fyjigim Inc. 10,000 shares,  Kenneth Ward-1,000 shares, Ty
Okabayashi-Tyson  -4,000 shares,  Chasseur  Corporation  -100,000  shares,  WHMS
Enterprises  - 100,000  shares  and Ron Wilson - 185,000  shares ) for  services
rendered pursuant to the exemption from registration provided by Section 3(b) of
the Securities Act of 1933 and Rule 504 thereunder.


                                       19
<PAGE>



On March 7, 2005 the Company issued  1,365,876  shares of common stock. Of these
shares,  1,365,876  shares were sold for an aggregate cash price of $437,080 (or
$0.32  per  share)  in a  private  placement  to  accredited  investors  (Robert
D.Ryan-200,000  shares, Peter Imbert- 300,000 shares,  Roseanne Bagnato - 10,000
shares,  Margaret Howard - 25,000 shares,  Woodrow Cromarty- 2,000 shares,  John
McDonough - 61,875 shares,  Robin Schmitt - 125,000  shares,  Richard M. Ubert -
10,000 shares,  Irene M. Guarino - 50,000  shares,  Patricia  O'Keefe-Siemank  -
10,000  shares,  Albert L. Salvatico - 50,000  shares,  Loretta P.  Dedomenico -
15,625 shares,  Cynthia I. Tunney - 2,500 shares,  Gina Mazzola - 51,250 shares,
J. Phil Knight - 31,250 shares,  G.M. Pearce - 7,813 shares, L.M. Pearce - 7,813
EXHIBITS shares,  AND REPORTS Marie ON FORM 8-K Garraffo - 2,000 shares,  Robert
N.  Petraglia - 100,000  shares,  Alan Baisch - 40,000  shares,  Louis  Howard -
110,000  shares,  Ronald Chin - 10,000 shares,  Deborah Busking - 31,250 shares,
Marc White - 50,000 shares,  Paloma Production - 31,250 shares, and Richard Bean
- 31,250  shares ) pursuant  to the  exemption  from  registration  provided  by
Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

On March 21, 2005 the Company  issued  47,701shares  of common  stock.  Of these
shares,  47,701 were issued to the Board of Directors  (Cy  Stein-8,665  shares,
John  Rossi-  13,012   shares,   Raymond   O'Compo-13,012   shares,   and  Scott
Parazynski-13,0  shares) of the Company for services rendered in reliance on the
exemption  from  registration  provided by Section 4(2) of the Securities Act of
1933 for transactions not involving a public offering.


ITEM  6. EXHIBITS AND REPORTS ON FORM 8-K


    (a)  Exhibits.

         Exhibit    Description
         Number

         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..

         31.1     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         31.2     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32.1     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

         32.2     Certification  Pursuant to Section  906 of the  Sarbanes-Oxley
                  Act of 2002.

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



                                       20
<PAGE>

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

                                            CYTOGENIX, INC.


 Date: May 20, 2005                         By:  /s/  Malcolm Skolnick
                                                 -------------------------
                                                      MALCOLM SKOLNICK
                                                      PRESIDENT AND CHIEF
                                                      EXECUTIVE OFFICER









                                       21
<PAGE>

                                                                    EXHIBIT 31.1

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

I, Lawrence Wunderlich, Chief Financial Officer certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 20, 2005



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


                                       22
<PAGE>

                                                                    EXHIBIT 31.2

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

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

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

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

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

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

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

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

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

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

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

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

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


Date: May 20, 2005



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


                                       23
<PAGE>

                                                                    EXHIBIT 32.1


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



         In  connection  with the  Quarterly  Report  of  CytoGenix,  Inc.  (the
"Company")  on Form 1O-Q for the period  ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Malcolm
H. Skolnick,  Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:


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

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


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



May 20, 2005




                                       24
<PAGE>



                                                                    EXHIBIT 32.2



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



In connection  with the Quarterly  Report of CytoGenix,  Inc. (the "Company") on
Form 1O-Q for the period ending March 31, 2005 as filed with the  Securities and
Exchange Commission on the date hereof' (the "Report"),  I, Lawrence Wunderlich,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted  pursuant to ss. 906 of the Sarbanes-  Oxley Act of 2002, that to the
best of my knowledge:


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

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


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


May 20, 2005




                                       25