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 March 31,
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 March 31, 2007 was 140,663,961.       TABLE OF
CONTENTS  PART I
FINANCIAL
INFORMATIONITEM 1. 
Financial StatementsBalance
Sheets as of March 31, 2007 (Unaudited) (Restated) and
December
31, 2006 (Restated)
4Statements
of Operations for the three months ended March 31, 2007
                 and
2006 (Unaudited) (Restated)
5Statements
of Cash Flows for the three months ended March 31, 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
10ITEM 3.
 Quantitative and Qualitative Disclosures About Market Risk
14ITEM 4.
 Controls and Procedures
14PART II
OTHER
INFORMATION
15ITEM 1.
 Legal Proceedings
15ITEM 2.
 Unregistered Sales of Equity Securities and Use of Proceeds
16ITEM 6.
 Exhibits
17SIGNATURES
18                   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 March 31, 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; and 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 $490,536 in the quarter ending March 31, 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
March 31, 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 SHEETSMarch 31,

December 31,2007

2006(Unaudited)(Restated)

****(Restated)ASSETSCurrent Assets:Cash
$
       1,928,259

$
       2,854,197Accounts receivable, net
-

2,577Inventory
385,709

421,957Prepaid expenses
14,685

14,297Total Current Assets
2,328,653

3,293,028Property and equipment, net
279,687

261,793Deposits
481,971

481,971Long-term investments - restricted
174,445

172,892Total Assets
$
       3,264,756

$
       4,209,684LIABILITIES AND STOCKHOLDERS'
EQUITYCURRENT LIABILITIES:Long-term debt, current portion
$
            25,745

$
            25,153Accounts payable
312,395

309,874Accrued expenses
1,084,526

927,889Total Current Liabilities
1,422,666

1,262,916     Long-term debt, less current portion
38,339

45,015Total Liabilities
1,461,005

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 ofMarch 31, 2007 and December 31, 2006,
respectively
140,664

140,664Additonal paid-in capital
35,341,562

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

(629,972)Aaccumulated deficit
(33,048,503)

(31,459,965)Total Stockholders' Equity
1,803,751

2,901,753Total Liabilities and Stockholders'
Equity
$
       3,264,756

$
       4,209,684The accompanying notes are an integral
part of these financial statements.                         4         CYTOGENIX, INC.STATEMENTS OF OPERATIONSTHREE MONTHS ENDING MARCH 31, 2007 AND 2006(UNAUDITED)2007
(Restated)

2006
(Restated)REVENUES
$
                     -

$
                     -COSTS OF REVENUES
-

-GROSS MARGIN
-

-COSTS AND EXPENSES:Research and development
866,279

1,890,716General and administrative
698,717

1,307,179Consulting expense
8,031

9,075Depreciation and amortization
15,442

6,518LOSS FROM OPERATIONS
(1,588,469)

(3,213,488)OTHER INCOME:Interest income
1,553

966Interest expense
(1,622)

-Loss on disposal of property of equipment
-

-Dividend income
-

-NET LOSS
$
     (1,588,538)

$
     (3,212,522)Net loss per share:Basic and diluted net loss per share
$
              (0.01)

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

124,613,703The accompanying notes are an integral
part of these financial statements.   5          CYTOGENIX, INC.STATEMENT OF CASH FLOWSTHREE MONTHS ENDING MARCH 31, 2007 AND 2006(UNAUDITED)2007

2006(Restated)

(Restated)OPERATING ACTIVITIES:Net Loss
$
        (1,588,538)

$
        (3,212,522)Adjustments to reconcile net loss to net
cashused in operating activities:Deprecation and amortization
15,442

6,518Stock-based compensation
490,536

2,177,028Accrued interest income on long-term investment-
restricted
(1,553)

(967)Changes in assets and liabilities:Accounts receivable
2,577

-Inventory
36,248

(176,571)Prepaid expenses
(388)

(22,426)Deposits
-

-Accounts payable
2,521

90,005Accrued expenses
156,637

99,859Net cash used in operating activities
(886,518)

(1,039,076)INVESTING ACTIVITIES:Purchase of property and equipment
(33,336)

(93,254)Net cash used in investing activities
(33,336)

(93,254)FINANCING ACTIVITIES:Payment on notes payable
(6,084)

-Proceeds from stock subscriptions
-

365,000Net cash used in financing activities
(6,084)

365,000NET CHANGE IN CASH
(925,938)

(767,330)CASH, beginning of period
2,854,197

1,307,965CASH, end of period
$
          1,928,259

$
             540,635SUPPLEMENTAL CASH FLOW INFORMATION:  Interest paid
$
                 1,622

$
                        -Income taxes paid
$
                        -

$
                        -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 $490,536
in the quarter ending March 31, 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 March 31, 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:  March 31, 2007As PreviouslyReported

Adjustments

As RestatedSTOCKHOLDERS' DEFICIT:Additional paid-in capital
$
      30,544,649

$
        4,796,913

$
      35,341,562Retained earnings (deficit)
(28,251,590)

(4,796,913)

(33,048,503)Total Stockholders' Deficit
(627,973)

-

(627,973)  7       The effect of the restatement on specific items in the statement
of operations is as follows:  March 31, 2007As PreviouslyReported

Adjustments

As RestatedCOSTS AND EXPENSES:Research and development
$
            516,987

$
          349,295

$
            866,282General and administrative
557,476

141,241

698,717LOSS FROM OPERATIONS
(1,097,933)

(490,536)

(1,588,469)NET LOSS
(1,098,002)

(490,536)

(1,588,538)  The effect of the restatement on specific items in the statement
of cash flows is as follows:  March 31, 2007As PreviouslyReported

Adjustments

As RestatedOPERATING ACTIVITIES:Net Loss
$    (1,098,002)

$
     (490,536)

$  (1,588,538)Adjustments to reconcile net loss to net
cashShare-based compensation expense
-

490,536

490,536Net cash used in operating activities
(886,518)

-

(886,518)  NOTE 3
 RECLASSIFICATION  Certain
amounts in the 2006 financial statements have been reclassified to conform with
the March 31, 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 three months
of 2007 based on the Companys common stock price as of March 31, 2007.  Waldroff and Applied Veterinary Genomics, Inc.
(AVGI) - Litigation initiated 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 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; 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  8        Waldroff/AVGI's Motion for Rehearing.  Appellants
have now filed a petition for review before the  Supreme Court of
Texas.  The Parties await the high Court's decision to grant or deny the
petition. Pending
resolution of the Courts decision and possible ongoing/ appeals, 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.  In
November of 2006, 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 in compliance with that request.  The Companys Board
of Directors instituted a special committee of independent directors who has
hired independent, outside counsel to conduct an independent investigation.
 As of May 10, 2007 this investigation is in progress.  Management
intends to vigorously defend the actions brought by the former COO and CFO.  NOTE
5  STOCK-BASED COMPENSATION  Employee
Stock-Based Compensation  On March 31, 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 March 31, 2007 was recorded as follows:  Research
and development $349,295 General
and administrative 141,241 Stock-based
compensation $490,536   We
used the Black-Scholes option-pricing model (Black-Scholes model) to value our
stock options with the following assumptions:  Volatility 92%
to 250%  9       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 three months ended
March 31, 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
-
-

-Outstanding at March 31, 2007
22,179,000
$
            0.52
7.25
$  11,093,850Exercisable at March 31, 2007
21,677,667
$
            0.51
7.20
$  10,657,771  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 March 31, 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  10      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.   **Results of Operations**   Three Months Ended March 31, 2007 Compared to Three Months
Ended March 31, 2006.  For the three  months  ended March 31, 2007, we 
reported  a net  loss of  $1,588,538, or less than
one cent per share, and no revenue as compared with a net loss of $3,212,522 or
less than three cents per share, and no revenue for the three months ended
March 31, 2006.  Research and Development Expenses.Research and
development expenses decreased to $866,279 for the first quarter of 2007 as
compared to $1,890,716 during the same period in 2006 due almost entirely to a
decrease in personnel costs.  Approximately $154,000 was due to salary,
bonus and related payroll expenses not paid in 2007 to a former executive
officer because of his resignation in the last quarter of 2006 and the remainder
was attributable to non-cash stock based compensation granted under the 2003 and
2005 employee stock option plans.  11     General and Administrative Expenses.  General
and administrative expenses decreased to $698,717 for the first quarter of 2007
compared to $1,307,179 for the same period in 2006 primarily due to a decrease
in personnel costs, most of which was attributable to non-cash stock based
compensation granted under the 2003 and 2005 employee stock option plans.
 The decrease was partially offset by the increase in legal fees and
investigation fees amounting to approximately $221,000 relating to a
Sarbanes-Oxley whistleblower complaint and an arbitration complaint filed by a
former executive officer.  Consulting Expenses. Consulting expenses decreased to
$8,031 for the first quarter of 2007 compared to $9,075 for the same period in
2006.  This decrease was due to a decrease in fees for a consultant used to
format our yearly SEC filings.  Depreciation and Amortization Expenses.Depreciation
and amortization expenses increased to $15,442 for the first quarter of 2007
compared to $6,518 for the same period in 2006 primarily due to the additional
R&D equipment purchased for DNA production.  Liquidity and Capital Resources  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 March 31, 2007 $1,928,259 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.  The Companys ability to continue operations through December 31,
2007 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, 2007.  Based on historical yearly financial requirements, operating
capital of approximately $5.7 million will be needed for each of the calendar
years 2007 and 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 at least two more years. The Company will not receive
product revenue from therapeutic and vaccine products unless it completes
clinical trials and successfully commercializes or arranges for the
commercialization of one or more products, the accomplishment of which no
assurance can be given.  12      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 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.
 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)  todevelop 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,  13      enforcement of patent and proprietary rights, the need for future
capital, potential competition and uncertainty in obtaining  required 
regulatory approval.  In order for  a product  to be
 commercialized, it will be
necessary for the Company and its collaborators to conduct pre-clinical tests
and clinical trials, demonstrate efficacy and safety of the Companys product
candidates, obtain regulatory clearances and enter into distribution and
marketing arrangements either directly or through sublicenses. From the
Companys inception through the date of this document, the major role of
management has been to obtain sufficient funding for required research,
monitoring research progress and developing and licensing intellectual
property.  The Company expects to incur losses for the foreseeable future due
to the ongoing activities of the Company to develop new products through
research and development and to develop joint ventures and licensing agreements
with third parties.  The Company expects its existing operations to
continue to result in negative cash flow and working capital deficiencies that
will require the Company to continue to obtain additional capital. There can be
no assurance that the necessary financing will be available to the Company or,
if available, that the same will be on terms satisfactory or favorable to it. It
is possible that additional equity financing will be highly dilutive to existing
shareholders.  The Company is currently operating at a loss and expects to
continue to depend on cash generated from the sale of securities to fund its
operating deficit. There can be no assurance that the Company will be able to
generate sufficient revenues to meet its operating cash and growth needs or that
any equity or debt funding will be available or at terms acceptable to the
Company in the future to enable it to continue operating in its current
form.   ITEM
 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.  As of
March 31, 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.  ITEM 4.
 CONTROLS AND PROCEDURES  Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures  Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and procedures,
as such term is defined under Rule 13a-15(e) promulgated under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the
period covered by this report. Based on this evaluation our principal executive
officer and principal financial officer concluded that our disclosure controls
and procedures have not changed since the December 31, 2006 evaluation and audit
of such controls.   14      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 was in the process of remediating the control
deficiencies and will continue to do so going forward.  Changes in
Internal Controls  The Company is remediating 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 quarter 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 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 timelyresponse 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, 15     Waldroff/AVGI has now filed a petition for review by the Supreme Court of Texas.
 The parties await the high  Courts decision  to 
grant  or  deny the  petition.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. DEFAMATORY
ACTIONS The Company is actively
pursuing legal action against various parties involved in the posting of
defamatory comments about the Company and /or its employees.  It has
recently settled a suit filed for injunctive relief and damages against a poster
on the Cytogenix Investor Hub (IHUB) chatroom.  The suit was filed in the
Federal District Court on September 26, 2006.  A subpoena was subsequently
served on IHUB to reveal the identification of the responsible poster who was
later included in the suit.  The parties agreed to settle the matter and
further legal action has been dismissed. EMPLOYMENT
ACTIONS   In
November of 2006, 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 in compliance with that request.  The
Companys Board of Directors instituted a special committee of independent
directors who has hired independent, outside counsel to conduct an independent
investigation.  As of May 10, 2007 this investigation is in progress.
 Management intends to vigorously defend the actions brought by the former
COO and CFO.  Intellectual Property Matters:  In the
quarter ending March 31, 2007, CytoGenix expanded its enforceable patent rights
in the foreign markets through registration of patent rights in nine countries
claiming rights to a European patent which granted during the last quarter of
2006. These registrations cover similar in vivossDNA expression
technology as covered by a patent in China (also granted in the last quarter of
2006) and allowed patents in Korea and India.  ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  In the
three months ended March 31, 2007, CytoGenix did not issue any shares of common
or preferred stock.  ITEM
6.
EXHIBITS.  16       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.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.    17       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                     18