UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 Form
10-Q/A  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the quarterly period ended June 30,
2007  [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT  For the transition period from ___________ to ____________. Commission file number: 0-26807 CYTOGENIX, INC. (Exact name of registrant as specified
in its charter) NEVADA
(State or other jurisdiction of
incorporation or organization)
76-0484097
(IRS Employer Identification No.)3100 Wilcrest, Suite140, Houston, Texas
(Address of principal executive offices)
77042
(Zip Code)  Issuers telephone number, including area code: (713) 789-0070 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ______ Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer   ̈

Accelerated filer  x

Non-accelerated filer   ̈  Indicate by check mark whether the Registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x The number of shares outstanding of the issuers common stock, par
value $.001 per share, as of June 30, 2007 was 140,663,961.      TABLE OF
CONTENTS  PART I
FINANCIAL
INFORMATIONITEM 1. 
Financial StatementsBalance
Sheets as of June 30, 2007 (Unaudited) and
December
31, 2006 (Restated)
4Statements of Operations for the three and six months ended
June 30,           2007
and 2006, (Unaudited) (Restated)
5Statements of Cash Flows for the six months
ended June 30, 2007
and
2006, (Unaudited) (Restated)
6Notes
to Financial Statements (Unaudited) (Restated)
7ITEM 2.
 Managements Discussion and Analysis of Financial
Condition
and Results of Operations
11ITEM 3.
 Quantitative and Qualitative Disclosures About Market Risk
16ITEM 4.
 Controls and Procedures
16PART II
OTHER
INFORMATION
17ITEM 1.
 Legal Proceedings
17ITEM 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
18ITEM 6.
 Exhibits
18SIGNATURES
20    2       This
Amendment No. 1 to the quarterly report on Form 10-Q/A (Form 10-Q/A) is being
filed to amend the CytoGenix, Inc. (the Company) quarterly report on Form 10-Q
for the quarter ended June 30, 2007, which was originally filed on May 15, 2007
(Original Form 10-Q).  We are
filing this Form 10-Q/A to amend and restate Part I Financial Information, Item
1 Financial Statements; Part  I Financial Information, Item 2 Managements
Discussion and Analysis of Financial Condition and Results of Operations.  In
connection with the establishment of the Companys stock option plans of 2003
and 2005, the Company did not recognize any compensation cost under SFAS 123(R).
 As a result of a recent letter from the staff of the SEC, we are restating
our financial statements (The Restatement) and associated disclosures to
include compensation cost upon vesting of options and to cease using the
designation Development Stage Company.  We understated non-cash expenses
and net loss by $546,499 in the quarter ending June 30, 2007.  The
restatement impacted certain line items within cash flows from operations, but
had no effect on total cash flows from operations and did not impact cash flows
from financing or investing activities.  This restatement had no impact on
the balance sheets, statements of operations or the net decrease in cash and
cash equivalents reported in the statements of cash flows for any periods
reported prior to December 31, 2005.  For the
convenience of the reader, this Form 10-Q/A, sets forth the Original Form 10-Q
in its entirety, as amended by this Form 10Q/A.  However, this Form 10-Q/A
amends only Items 1 and 2 of Part I, in their entirety, in each case, solely as
a result of, and to reflect, the Restatement, and, except as noted above, no
other information in the Original 10-Q is amended hereby.  In addition,
Item 6 of Part II, of this Form 10-Q/A has been amended to contain the
currently-dated certifications from our Chief Executive Officer and Chief
Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002.  These certifications are attached to this Form 10-Q/A as Exhibits
31.1, 31.2, 32.1, and 32.2.  This
amendment does not reflect events occurring after the filing of the Original
Form 10-Q, and does not modify or update the disclosures therein in any way
other than as required to reflect the adjustments described above.  Such
events include, among others, the events described in our quarterly reports on
Form 10-Q and annual report on Form 10-K for the quarters and year ended after
June 30, 2007, and the events described in our current reports on Form 8-K filed
after the filing or the Original Form 10-Q.   3    PART I. FINANCIAL
INFORMATION  ITEM 1.  FINANCIAL STATEMENTS. CYTOGENIX, INC.BALANCE SHEETSJune 30,

December 31,2007

2006(Unaudited)

(Restated**)**(Restated)ASSETSCurrent Assets:Cash
$
          778,432

$
       2,854,197Accounts receivable, net
26,307

2,577Inventory
324,882

421,957Prepaid expenses
45,540

14,297Total Current Assets
1,175,161

3,293,028Property and equipment, net
263,245

261,793Deposits
727,560

481,971Long-term investments - restricted
176,016

172,892Total Assets
$
       2,341,982

$
       4,209,684LIABILITIES AND STOCKHOLDERS'
EQUITYCURRENT LIABILITIES:Long-term debt, current portion
$
            26,385

$
            25,153Accounts payable
265,128

309,874Accrued expenses
1,172,486

927,889Total Current Liabilities
1,463,999

1,262,916 Long-term debt, less current portion
31,501

45,015Total Liabilities
1,495,500

1,307,931COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY:Preferred stock, $.001 par value; 50,000,000 share
authorized,no shares issued and outstanding
-

-Common stock, $.001 par value; 300,000,000 share
authorized,140,663,961 and 140,663,961 share issued and
outstanding as ofJune 30, 2007 and December 31, 2006,
respectively
140,664

140,664Additonal paid-in capital
35,397,525

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

(629,972)Accumulated deficit
(34,061,735)

(31,459,965)Total Stockholders' Equity
846,482

2,901,753Total Liabilities and Stockholders'
Equity
$
       2,341,982

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

Six Months EndedJune 30,

June 30,

June 30,

June 30,2007

2006

2007

2006(Restated)

(Restated)

(Restated)

(Restated)REVENUES
$
            39,459

$
            37,180

$
            39,459

$
            37,180COSTS OF REVENUES
12,248

11,656

12,248

11,656GROSS MARGIN
27,211

25,524

27,211

25,524COSTS AND EXPENSES:Research and development
460,545

1,074,090

1,326,825

3,014,536General and administrative
552,441

610,023

1,251,157

1,867,472Consulting expense
20,743

1,035

28,774

10,110Depreciation and amortization
16,442

11,037

31,884

17,555LOSS FROM OPERATIONS
(1,022,960)

(1,670,661)

(2,611,429)

(4,884,149)OTHER INCOME:Interest income
11,579

981

13,132

1,947Interest expense
(1,851)

-

(3,473)

-NET LOSS
$
     (1,013,232)

$
     (1,669,680)

$
     (2,601,770)

$
     (4,882,202)Net loss per share:Basic and diluted net loss per share
$
              (0.01)

$
              (0.01)

$
              (0.02)

$
              (0.04)Weighted average shares outstanding:Basic and diluted
140,663,961

125,914,952

140,663,961

125,097,661The accompanying notes are an integral
part of these financial statements.   5      CYTOGENIX, INC.STATEMENT OF CASH FLOWSSIX MONTHS ENDING JUNE 30, 2007 AND 2006(UNAUDITED)2007

2006(Restated)

(Restated)OPERATING ACTIVITIES:Net Loss
$
        (2,601,770)

$
        (4,882,202)Adjustments to reconcile net loss to net
cashused in operating activities:Deprecation and amortization
31,884

17,556Share-based compensation expense
546,499

2,929,945Accrued interest income on long-term investment-
restricted
(3,124)

(1,948)Changes in assets and liabilities:Accounts receivable
(23,731)

(39,410)Inventory
97,075

(176,719)Prepaid expenses
(31,242)

(136,338)Accounts payable
(44,746)

131,225Accrued expenses
244,598

129,745Net cash used in operation activities
(1,784,557)

(2,028,146)INVESTING ACTIVITIES:Purchase of property and equipment
(33,336)

(207,111)Payments for deposit on building contract
(245,589)

-Net cash used in investing activities
(278,925)

(207,111)FINANCING ACTIVITIES:Payment on notes payable
(12,283)

-Proceeds from stock subscriptions
-

2,096,571Net cash provided by (used in) financing
activities
(12,283)

2,096,571NET CHANGE IN CASH
(2,075,765)

(138,686)CASH, beginning of period
2,854,197

1,307,965CASH, end of period
$
             778,432

$
          1,169,279SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
$
                 1,851

$
                        -Income taxes paid
$
                        -

$
                        -  NONCASH TRANSACTIONS:The accompanying notes are an integral
part of these financial statements.   6    CYTOGENIX, INC. 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, 2006, as reported in the Form 10K, have been omitted.  NOTE 2
 RESTATEMENT  In
connection with the establishment of the Companys stock option plans of 2003
and 2005, the Company took the position that no compensation cost should be
recognized by the Company until such time as the underlying shares were
registered, as this constituted a performance condition under SFAS 123(R) and
that such condition was not deemed probable at the time of the filing.  The
SEC disagreed with this position and requested the Company restate its financial
statements and associated disclosures to include compensation cost assuming the
options were exercisable as they vest. The error resulted in the understatement
of non-cash expenses and a corresponding understatement of net loss of $546,499
in the quarter ending June 30, 2007.  The restatement impacted certain line
items within cash flow from operations, but had no effect on total cash flows
from operations and did not impact cash flows from financing or investing
activities.  This restatement had no impact on the balance sheet, statement
of operations or the net decrease in cash and cash equivalents reported in the
statements of cash flows for any periods reported prior to June 30, 2007.  The
restatement also affected Note 5.  The
effect of the restatement on specific items in the balance sheet including
adjustments previously reported in the 2006 10K/A restatement is as follows:  June 30, 2007As PreviouslyReported

Adjustments

As RestatedSTOCKHOLDERS' EQUITY:Additional paid-in capital
$    33,863,818

$  1,533,707

$ 35,397,525Retained deficit
(32,528,028)

(1,533,707)

(34,061,735) 7       Total Stockholders' Equity
846,482

-

846,482   The effect of the restatement on specific items in the statement
of operations is as follows:  June 30, 2007As PreviouslyReported

Adjustments

As RestatedCOSTS AND EXPENSES:Research and development
$    2,458,374

$ (1,131,549)

$   1,326,825General and administrative
2,892,278

(1,641,121)

1,251,157LOSS FROM OPERATIONS
(5,384,099)

2,772,670

(2,611,429)NET LOSS
(5,374,440)

2,772,670

(2,601,770)  The effect of the restatement on specific items in the statement
of cash flows is as follows:  June 30, 2007As PreviouslyReported

Adjustments

As RestatedOPERATING ACTIVITIES:Net Loss
$   (5,374,440)

$    2,772,670

$(2,601,770)Adjustments to reconcile net loss to net
cashShare-based compensation expense
3,319,169

(2,772,670)

546,499Net cash used in operating activities
(1,784,557)

-

(1,784,557)  NOTE 3
 RECLASSIFICATION  Certain
amounts in the 2006 financial statements have been reclassified to conform with
the June 30, 2007 financial statement presentation.  NOTE
4 - 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 2007 to the last 20 trading days of
2006.  This bonus is payable when the stock appreciation is at least 15%.
The Company has accrued no bonus amount in the first six months of 2007 based on
the Companys common stock price as of June 30, 2007.  On June
11, 2007, CytoGenix, Inc. (the Company) entered into an amendment (the
Amendment) to the March 24, 2006 supply agreement (the Supply Agreement) it
previously entered into with GE Healthcare Bio-Sciences Corp (GEHC). The
Amendment does not obligate the Company to purchase  from GEHC in 2007
genomic DNA kits for  use in the  amplification  and
 preparation  of cell 8       free
plasmid DNA (the DNA Kits). The Companys obligation to purchase a minimum
number of DNA Kits commences on March 25, 2008 at an aggregate cost of $250,000
for the following 12 months. The initial term of the Amendment ends on March 24,
2008 and the parties may elect to extend the term for three additional years. In
the event the term is so extended, the Amendment provides the Company will be
obligated to purchase a minimum number of DNA Kits that would cost $500,000 the
second year, $1,000,000 the third year and $2,000,000 the fourth year, subject
to GEHCs right to increase the prices each year up to a percentage equal to the
percentage increase of the producer price index for drugs and pharmaceuticals
issued by the U.S. Department of Labor. In addition, the Amendment obligates the
Company to pay GEHC various royalty percentages of revenue derived from the
Companys sale of DNA to existing customers, customers referred to the Company
by GEHC and any other customer.  Waldroff and Applied Veterinary Genomics, Inc.
(AVGI)  initiated litigation in March 2004 over the validity of license
agreements between CytoGenix (licensor) and William Waldroff (licensee) for use
of CytoGenix ssDNA expression technology in shrimp and horse therapeutic
applications. AVGI, as sublicensee, was a third party in this action. A jury
trial held in February 2005 resulted in entry of a judgment against CytoGenix
requiring performance on the contracts and payment ofattorney fees. CytoGenix subsequently appealed
this decision and in December 2006 the 1st Court of Appeals reversed the trial
court's judgment, finding no need for CytoGenix to perform on the contracts and
no need for either party to pay the opposing party's attorney fees. Waldroff and
AVGI filed a motion for a rehearing; CytoGenix filed a timely response to that
motion and the parties await decision by the Court. On March 3, 2007, the Court
of Appeals denied Waldroff/AVGIs Motion forRehearing. Waldroff and AVGI filed a petition
for review before the Supreme Court of Texas.  The high court subsequently
dismissed that petition and  the parties  await issuance  of a
final  mandate  by the 1stCourt of  Appeals.Pending
resolution of the Courts decision and possible ongoing appeals, CytoGenix
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. Upon issuance
of a final mandate by the 1st Court of Appeals, this CD will be
released to CytoGenix.  In
November 2006, both the former Chief Financial Officer (CFO), Lawrence
Wunderlich, and the former Chief Operations Officer (COO), Frank Vazquez,
resigned from the Company.  The Company and former officers are currently
pursuing arbitration to resolve claims by Messrs. Vazquez and Wunderlich and
counterclaims by the Company.  In conjunction with the former officers
resignations, the former CFO filed a Sarbanes Oxley Whistleblower Complaint with
the Department of Labor in January of 2007.  The action is against the
Company and the Chief Executive Officer, Malcolm Skolnick. The Securities and
Exchange Commission (SEC) requested information from the Company addressing the
allegations and the Company has responded to that request.  The Companys
Board of Directors designated a special committee of independent directors that
hired independent outside 9      counsel to
conduct an independent investigation.  A preliminary report was filed with
the SEC on June 12, 2007.  As of August 9, 2007 this investigation remains
pending.  Management intends to vigorously defend the actions brought by
the former COO and CFO.  NOTE
5  STOCK-BASED COMPENSATION  Employee
Stock-Based Compensation  On June 30, 2007 the Company had two stock-based compensation
plans, the 2003 stock option plan and the 2005 stock option plan.  The
Company  accounts for these plans in accordance with SFAS No. 123 (revised
2004), Share-Based Payment SFAS 123 (R), which requires companies to recognize
the costs of awards of equity instruments, such as stock options and restricted
stock, based on the fair value of those awards at the date of grant.  The
Company adopted the SFAS 123 R effective January 1, 2006 using the modified
prospective method.  Based
on the employee stock option plans, compensation expense  recorded for
options fully vested  as of June 30, 2007 was recorded as follows:  Research
and development $386,430  General
and administrative 160,069 Stock-based
compensation $546,499   We used the Black-Scholes option-pricing model (Black-Scholes
model) to value our stock options with the following assumptions:  Volatility 92%
to 250% Risk-Fee
Interest Rate 4.50% Dividend
Yield  0.00% Expected
Term (years) 10.00  A
summary for our stock-based compensation activity for the six months ended June
30, 2007 is presented below:  Average
AggregatedAverage
Life
FairOptions
Price 1
(years)2
ValueOutstanding at December 31, 2006
22,179,000
$
            0.52
7.50
$  11,093,850Granted
-
-

-Exercised
-
-

-Forfeited/expired
(1,255,000
)
0.73
7.65
(880,084)Outstanding at June 30, 2007
20,924,000
$
            0.49
7.00
$  10,213,766Exercisable at June 30, 2007
20,457,667
$
            0.49
6.90
$    9,808,891   10      1
Weighted-average exercise price 2 Weighted-average contractual
life remaining  The 
associated   fair  value  of options  vested 
prior to  December 31, 2005  was $11,891,000.   This amount 
was  not expensed at  the time of vesting  in accordance with
 the then applicable  provision  of APB 25.   All options
are issued with an exercise price equal to the market value resulting in
no  intrinsic value.  The
unvested options fair value will be recognized over their respective vesting
periods which ends June 30, 2008.  NOTE
6 - SUBSEQUENT EVENT  On
March 20, 2008, the Company received notice of termination of its construction
contract with GSL Construction Contractors, Ltd. (GSL) and forfeited
approximately $1,200,000 in deposits the Company had made as part of this
agreement.  ITEM 2.
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 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    11     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 June 30, 2007 Compared to Three Months Ended
June 30, 2006.  For the  three  months  ended  June 30, 2007,
we  reported  a net  loss  of $1,013,232, or  less than
one cent per share, and $39,459 of revenue as compared with a net loss of
$1,669,680, or less  than one cent per share, and $37,180 of revenue for
the three months ended June 30, 2006.  Research and Development Expenses.Research and
development expenses decreased to $460,545 for the second quarter of 2007 as
compared to $1,074,090 during the same period in 2006 due to a decrease of approximately $444,117 in non-cash
compensation expenses resulting from awards previously granted under our 2003
and 2005 stock option plans. Additional decreases of approximately $103,000 in
salary, bonus, and related payroll expenses was not paid in 2007 to a former
executive officer due to his resignation in the last quarter of 2006,
approximately $55,000 in research consultants and recruiter expenses and
approximately $25,000 in research conference expenses.  General and Administrative Expenses.  General
and administrative expenses decreased to $552,441 in the second quarter of 2007
compared to $610,023 for the same period in 2006 primarily due to a decrease of
approximately $224,647 in non-cash compensation expenses resulting from awards
previously granted under our 2003 and 2005 stock option plans and an increase in
legal fees and investigation fees amounting to approximately $173,000 relating
to a Sarbanes-Oxley whistleblower complaint and an arbitration complaint filed
by  former executive officers. Additional increases occurred in director
& officer liability insurance premiums of $12,000 and Board of Director and
annual shareholder meeting expenses of $34,000.  Consulting Expenses. Consulting expenses increased to
$20,743 for the second quarter of 2007 compared to $1,035 for the same period in
2006.  This increase was primarily due to an increase in  fees
 for  a consultant  used to  assist with
 construction  management   for  the  construction
 of 12       our new
office and production facility.  Depreciation and Amortization Expenses.Depreciation
and amortization expenses increased to $16,442 for the first quarter of 2007
compared to $11,037 for the same period in 2006 primarily due to the additional
research and development equipment purchased for production.   Six
Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006.  For  the  six  months  ended  June 30,
2007, we  reported  a  net  loss  of  $2,601,770,
or  less than
one cent per share, and  $39,459 of  revenue as  compared
with  a net loss of $4,882,202, or less  than four cents per
share, and $37,180 of revenue for the six months ended June 30, 2006.  Research and Development Expenses.Research and
development expenses decreased to $1,326,825, for the first six months of 2007
as compared to $3,014,536 during the same period in 2006 due to a decrease of
approximately $1,487,029 in non-cash compensation expenses resulting from awards
previously granted under our 2003 and 2005 stock option plans. Cash compensation
expenses decreased approximately $200,000 in salary, bonus, and related payroll
expenses not paid in 2007 to a former executive officer due to his resignation
in the last quarter of 2006.  General and Administrative Expenses.  General
and administrative expenses decreased to $1,251,157 for the first six months of
2007 compared to $1,867,472 for the same period in 2006 primarily due to a
decrease of approximately $810,948 in non-cash compensation expenses resulting
from awards previously granted under our 2003 and 2005 stock option plans.
 This was offset by an increase in legal fees and investigation expenses
amounting to approximately $282,000 relating to a Sarbanes-Oxley whistleblower
complaint and an arbitration complaint filed by former executive officers.
Additional increases occurred in director and officer liability insurance
premiums of $12,000, Board of Director and annual shareholder meeting expense of
$50,000, and accounting fees of $54,000. The increases were offset by the
decrease of approximately $139,000 in salary, bonus, and related payroll
expenses not paid in 2007 to a former executive officer due to his resignation
in the last quarter of 2006 and a decrease in investor relations consultant
expenses of $21,000.  Consulting Expenses. Consulting expenses increased to
$28,774 for the first six months of 2007 compared to $10,110 for the same period
in 2006.  This increase was primarily due to an increase in fees for a
consultant used to assist with construction management for the construction of
our new office and production facility.  Depreciation and Amortization Expenses.Depreciation
and amortization expenses increased to $31,884 for the first six months of 2007
compared to $17,555 for the same period in 2006 primarily due to the additional
research and development equipment purchased for production.  Liquidity and Capital Resources 13       The Company has budgeted approximately $5,700,000 for operations
in fiscal year 2007, of which approximately $2,100,000 has been allocated for
general and administrative costs and $3,600,000 for research and development.
 We will rely on equity financing to satisfy our working capital
requirements, and have as of June 30, 2007 $778,432 of cash on hand for fiscal
year 2007. Of the $3,600,000 budgeted for research and development expenses, the
Company anticipates $2,000,000 will be utilized for pre-clinical development and
$1,600,000 used for synDNA
development.  The Companys ability to continue operations through December 31,
2007 will depend on its success in obtaining equity financing in an amount
sufficient to support its operations through that date.  There is
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, 2007.  Based onhistorical yearly financial requirements, operating
capital of approximately $5.7 million will be needed for each of the last six
months of 2007 and the calendar year of 2008.  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) to companies involved in the development of DNA-based
therapeutics and vaccines,  and payments earned under future product
development joint ventures, licensing agreements, and royalties. The process of
developing the Companys future products will require hiring of additional
personnel, significant additional research and development, preclinical testing
and clinical trials, as well as regulatory approvals. These activities, together
with the Companys general and administrative expenses, are expected to result
in operating losses for the next eighteen months. The Company will not receive
product revenue from therapeutic and vaccine products unless it completes
clinical trials and successfully commercializes or arranges for the
commercialization of one or more products, the accomplishment of which no
assurance can be given. CytoGenix has developed a
broad platform of down regulation and gene silencing technologies. Down
regulation of genes or gene silencing comprises a set of techniques which can
prevent a gene from expressing the protein for which it is encoded or interact
with a target protein to change or inhibit its function.  These techniques
are based on the use of single stranded DNA (ssDNA) expression vectors for
production of specifically designed strings of single stranded DNA (oligos)
inside a cell which can be useful in triplex, antisense, DNA enzyme and
aptameric applications.  Triplex applications are those where a designed
sequence of ssDNA binds to a specific location in the duplex DNA of the genome
which can inhibit a promoter or expression of a target gene and prevent gene
expression.  In some antisense applications, the expression vector makes a
specific ssDNA sequences that binds to a complementary target mRNAs and
prevents the production of the encoded protein. When this antisense sequence
binds to the targeted mRNA it prevents mRNA from being read by a ribosome.
This antisense approach can be modified so that internally produced ssDNA
sequence contains an additional DNA enzyme sequence in the central region of the
ssDNA sequence which can degrade the target mRNA after the sequence binds to the
targeted mRNA and prevents further translation.  Aptamers are ssDNA
sequences that directly bind to the target proteins to inhibit their function.
 The Company has coordinated and performed 14      experiments utilizing all
these applications.  The results appear in scientific publications of peer
reviewed journals and have been incorporated into numerous patent applications,
some of which have granted or allowed. The Companys early
research and development on ssDNA expression vectors was dependent upon the use
of 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, an anti-herpes compound, to the FDA, the price for clinical
grade plasmids had risen to approximately $250,000 per gram.  The Company
looked for alternatives and developed a process for producing enzymatically
synthesized DNA (synDNA) without using bacterial fermentation. The
bacteria-free process for making therapeutic quality DNA is proprietary to the
Company.  Through its use, we have met our own product needs and have
directed our excess capacity to producing DNA for other third party users in the
market.  The combination of 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 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 to conventional,
bacteria-grown plasmids have demonstrated synDNA products are equivalent to or
more effective than these conventional plasmids. These tests have included
targets such as HIV, Hepatitis B virus, Smallpox, and seasonal and avian flu.
Challenged experiments have show the Companys DNA vaccine for avian flu
protected the majority of the vaccinated animals against lethal doses of the flu
virus. The Company has entered a Cooperative Research and Development Agreements
with the United States Department of Agriculture (USDA) to develop a DNA vaccine
against Brucellosis and with the United States Army Medical Research Institute
for Infectious Diseases (USAMRIID)  to develop DNA vaccines against ebola
and equine encephalitis.  The Company is pursuing other CRADA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 15       Company
to continue to obtain additional capital. There can be no assurance that the
necessary financing will be available to the Company or, if available, that the
same will be on terms satisfactory or favorable to it. It is possible that
additional equity financing will be highly dilutive to existing
shareholders.  The Company is currently operating at a loss and expects to
continue to depend on cash generated from the sale of securities to fund its
operating deficit. There can be no assurance that the Company will be able to
generate sufficient revenues to meet its operating cash and growth needs or that
any equity or debt funding will be available or at terms acceptable to the
Company in the future to enable it to continue operating in its current
form.  Intellectual Property Matters:  In the quarter ending June 30, 2007, CytoGenix continues to expand
its enforceable patent rights covering  the Companys basic in vivossDNA  expression  technology in  the foreign markets by registration of patent rights in a total of nine European
countries. During the second quarter, additional grants protecting this
technology were awarded in India and Korea; a similar grant had been previously
granted in China during the last quarter of 2006.  Also, during the second quarter of 2007, the Companys initial
international patent application covering its synDNATM technology was
expanded into eleven individual country and regional applications, including the
US.  Normal prosecution is in progress.  ITEM
 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.  As of
June 30, 2007 the Company has a restricted long-term CD (Certificate of
Deposit) investment for the Waldroff
litigation matter discussed above.  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.  Upon issuance of a final
mandate by the 1st Court of Appeals, this CD will be released.  ITEM 4.
 CONTROLS AND PROCEDURES  Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures  Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and procedures,
as such term is defined under Rule 13a-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act), as of the end of the
period covered by this report. Based on this evaluation our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures are effective to ensure that  16       information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules
and forms.  Our disclosure controls and procedures are designed to provide
reasonable assurance that such information is accumulated and communicated to
our management, including our principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.  At December 31, 2006 the Company indicated their control
deficiencies, which together constituted a material weakness  over the
Companys internal control  over  financial  reporting 
are  still in
existence.  The Company is in the process of remedying the control
deficiencies and will continue to do so going forward.  Changes in
Internal Controls  The Company is remedying its control deficiencies.
 Remediation of the identified material weakness in internal controls over
financial reporting will be addressed and modified as needed until all necessary
internal  controls  are implemented and  operate for a period of
time, are tested, and the Company and its auditors are able to conclude
 that  such  internal  controls  are  operating
 effectively.  Effective with the first six months in 2007, the
Company has (i) implemented increased segregation of duties between the check
issuance, the check signature, and the  bank  statement reconciliation
functions, (ii)  implemented  the requirement for greater
documentation for all expenditures,  including approvals by division
 manager  and CEO under  certain  circumstances, (iii) is
developing controls to insure proper accounting for non-routine or complex
accounting issues, and to insure that agreements are provided to and reviewed by
appropriate accounting and financial personnel on a timely basis, and (iv) hired
an outside financial  reporting  consultant.  The function of the
outside accounting consultant is to: (i) review alternative accounting
treatments for significant transactions and to make sure that they are
documented and approved by management, (ii) develop a financial reporting
process, and (iii) review the financial data used to prepare the financial
statements.  The Company cannot provide assurance that these procedures
will be successful in identifying material errors that may exist in the
financial statements.  The Company cannot make assurances that it will not
identify additional material weaknesses in its internal controls over financial
reporting in the future.  PART II. OTHER INFORMATION  ITEM
1. LEGAL
PROCEEDINGS  BREACH
OF CONTRACT ACTION  Waldroff and Applied Veterinary Genomics, Inc.
- Litigation initiated in March 2004 over thevalidity of license
agreements between CytoGenix (licensor) and William Waldroff (licensee) for use
of CytoGenix ssDNA expression technology in shrimp and horse therapeutic
applications. AVGI, as sublicensee, was a third party in this action. A jury
trial held in February 2005 resulted 17       in entry of a judgment
against CytoGenix requiring performance on the contracts and payment of attorney
fees. CytoGenix subsequently appealed this decision and in December 2006 the 1st
Court of Appeals reversed the trial court's judgment, finding no need for
CytoGenix to perform on the contracts and no need for either party to pay the
opposing party's attorney fees. Waldroff and Applied Veterinary Genomics filed a
motion for a rehearing and CytoGenix filed a timely response to that motion. On
March 3, 2007, the Court of Appeals denied Waldroff/AVGIs Motion for Rehearing.
 As of the date of this filing, Waldroff/AVGI has now filed a petition for
review by the Supreme Court of Texas.The high court
subsequently dismissed that petition and the parties await issuance of a final
mandate by the 1stCourt of
Appeals.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. Upon issuance
of a final mandate by the 1st Court of Appeals, this CD will be
released to CytoGenix.  EMPLOYMENT
ACTIONS   In
November 2006, both the former Chief Financial Officer (CFO), Lawrence
Wunderlich, and the former Chief Operations Officer (COO), Frank Vazquez,
resigned from the Company.  The Company and former officers are currently
pursuing arbitration to resolve claims by Messrs. Vazquez and Wunderlich and
counterclaims by the Company.  In conjunction with the former officers
resignations, the former CFO filed a Sarbanes Oxley Whistleblower Complaint with
the Department of Labor in January of 2007.  The action is against the
Company and the Chief Executive Officer, Malcolm Skolnick. The Securities and
Exchange Commission (SEC) requested information from the Company addressing the
allegations and the Company has responded to that request.  The Companys
Board of Directors designated a special committee of independent directors that
hired independent outside counsel to conduct an independent investigation.
 A preliminary report was filed with the SEC on June 12, 2007.  As of
August 9, 2007 this investigation remains pending. Management intends to
vigorously defend the actions brought by the former COO and CFO.  ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  In the
six months ended June 30, 2007, CytoGenix did not issue any shares of common or
preferred stock.  ITEM
6.
EXHIBITS.Exhibit
Number
Description3.1*
Articles of
Incorporation of Cryogenic Solutions, Inc.3.2*
Certificate of
Amendment dated November 1, 1995 of Articles of Incorporation of Cryogenic
Solutions, Inc. 18     3.3*
Certificate of
Amendment dated January 13, 2000 of Articles of Incorporation of
CytoGenix, Inc.3.4
Certificate of
Amendment dated April 6, 2004 of Articles of
Incorporation
of CytoGenix, Inc. (incorporated by reference to Exhibit 3.5 to the
Companys annual report of Form 10-KSB for the year ended December 31,
2004)3.5
Certificate of
Amendment dated March 7, 2001 of Articles of Incorporation of CytoGenix,
Inc. (incorporated by reference to Annex II of the definitive proxy
statement on Schedule 14A filed with the Securities and Exchange
Commission on December 23, 2003)3.6*
Bylaws of
Cryogenic Solutions, Inc.3.7
Amendments to
Bylaws of CytoGenix, Inc. (incorporated by reference to Annex I of the
definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on December 23, 2003)31.1
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1

32.2
Section 1350
Certification of Chief Executive Officer

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.  19      SIGNATURES  In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.  CYTOGENIX,
INC.Date: April 4,
2008
By:
/s/
 Malcolm SkolnickMalcolm
SkolnickPresident
and ChiefExecutive
Officer                                  20