<PAGE>

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



                                   FORM 10-QSB



[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the quarterly period ended June 30, 2001.


[ ]   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             (IRS Employer
           incorporation or organization)           Identification No.)


         9881 SOUTH WILCREST, HOUSTON, TEXAS               77099
         -----------------------------------            ------------
      (Address of principal executive offices)           (Zip Code)


         Issuer's telephone number, including area code: (281) 988-6118


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

      As of June 30, 2001, 32,725,464, of the issuer's common stock was
outstanding.

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

<PAGE>

                                     PART I


ITEM 1         FINANCIAL STATEMENTS


CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2001


<TABLE>
<CAPTION>
<S>                                                            <C>
ASSETS

CURRENT ASSETS
  Cash                                                         $     65,804
  Prepaid expenses and other assets                                  35,765
                                                               ------------
   TOTAL CURRENT ASSETS                                             101,569

PROPERTY AND EQUIPMENT, net                                         148,806

PATENTS, net of accumulated amortization of $18,382                 356,618
                                                               ------------

TOTAL ASSETS                                                   $    606,993
                                                               ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Bank overdraft                                               $     14,765
  Accounts payable and accrued liabilities                          937,981
  Note payable                                                      100,000
                                                               ------------
   TOTAL CURRENT LIABILITIES                                      1,052,746

STOCKHOLDERS' DEFICIT
  Common stock, $0.001 par value; authorized
   150,000,000 shares; issued 36,092,051 shares                      36,092
  Additional paid-in capital                                     13,007,612
  Treasury stock, 3,366,587 shares; at cost                      (4,013,176)
  Deficit accumulated during the development stage               (9,476,281)
                                                               ------------
   TOTAL STOCKHOLDERS' DEFICIT                                     (445,753)
                                                               ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $    606,993
                                                               ============

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                                                  FEBRUARY 10,
                                                    THREE MONTHS ENDED                 SIX MONTHS ENDED              1995
                                                        JUNE 30,                           JUNE 30,              (INCEPTION) TO
                                              -----------------------------     -----------------------------        JUNE 30,
                                                  2001             2000             2001             2000             2001
                                              ------------     ------------     ------------     ------------     ------------
<S>                                           <C>              <C>              <C>              <C>              <C>
INCOME
   Gain on sale of security                   $       --       $       --       $       --       $       --       $        881
   Dividend income                                    --                 12             --                 12            1,633
                                              ------------     ------------     ------------     ------------     ------------
      TOTAL INCOME                                    --                 12             --                 12            2,514

EXPENSES

   Research and development                        181,832           81,444          451,413          165,760        2,852,605

   General and administrative                      455,477          238,831          752,557          800,108        6,529,115
   Depreciation and amortization                    16,091            3,929           23,610            6,844           87,075
   Equity in losses of joint venture                  --               --               --               --             10,000
                                              ------------     ------------     ------------     ------------     ------------
      TOTAL EXPENSES                               653,400          324,204        1,227,580          972,712        9,478,795
                                              ------------     ------------     ------------     ------------     ------------

NET LOSS                                      $   (653,400)    $   (324,192)    $ (1,227,580)    $   (972,700)    $ (9,476,281)
                                              ============     ============     ============     ============     ============


Basic and diluted loss per share of
   common stock                                      (0.02)           (0.01)           (0.04)           (0.03)           (0.47)
                                              ------------     ------------     ------------     ------------     ------------


Weighted average common shares
   outstanding                                  31,057,971       29,851,789       30,245,076       29,492,860       20,032,614
                                              ============     ============     ============     ============     ============

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT)
PERIOD FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH JUNE 30, 2001

<TABLE>
<CAPTION>

                                                                                                        DEFICIT
                                                                                                      ACCUMULATED     TOTAL
                                                 COMMON STOCK                           ADDITIONAL    DURING THE   STOCKHOLDERS'
                                            -------------------------    TREASURY        PAID-IN      DEVELOPMENT     EQUITY
                                              SHARES        AMOUNT         STOCK         CAPITAL        STAGE        (DEFICIT)
                                            -----------   -----------   -----------    -----------   -----------    -----------
<S>                                                       <C>           <C>            <C>           <C>            <C>
Balance, February 10, 1995                         --     $      --     $      --      $      --     $      --      $      --
   Issuance of common stock                   4,584,500         4,584          --           42,799          --           47,383
   Private placements                           110,000           110          --           20,890          --           21,000
   Deficit for period ended
     December 31, 1995                             --            --            --             --         (42,843)       (42,843)
                                            -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 1995                    4,694,500         4,694          --           63,689       (42,843)        25,540

Issuance of shares
   To sole stockholder of Physical
     Therapy Associates                         500,000           500          --          374,500          --          375,000
   Deficit for year ended
     December 31, 1996                             --            --            --             --         (51,952)       (51,952)
                                            -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 1996                    5,194,500         5,194          --          438,189       (94,795)       348,588

Issuance of shares
   For services rendered                      3,687,425         3,687          --          687,705          --          691,392
   Private placements                           825,974           826          --          128,306          --          129,132
   Deficit for year ended
     December 31, 1997                             --            --            --             --      (1,240,039)    (1,240,039)
                                            -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 1997                    9,707,899         9,707          --        1,254,200    (1,334,834)       (70,927)

Issuance of shares
   Loans from stockholders                      212,780           213          --          135,777          --          135,990
   For services rendered                      3,601,021         3,601          --        2,817,225          --        2,820,826
   Private placements                         2,964,000         2,964          --          590,836          --          593,800
   Payment of services rendered
     through other stockholders'
     personal shares                               --            --            --          152,500          --          152,500
   Deficit for year ended
     December 31, 1998                             --            --            --             --      (3,434,751)    (3,434,751)
                                            -----------   -----------   -----------    -----------   -----------    -----------

Balance, December 31, 1998                   16,485,700        16,485          --        4,950,538    (4,769,585)       197,438

Purchase treasury shares                           --            --         (60,000)          --            --          (60,000)
Sale of treasury shares                            --            --          60,000           --            --           60,000
Issuance of shares
   For services rendered                        544,348           544          --          467,778          --          468,322
   Private placements                           317,220           317          --          129,709          --          130,026
   Stock warrants                                  --            --            --           25,000          --           25,000
</TABLE>


<PAGE>

<TABLE>
<CAPTION>



                                                  COMMON STOCK
                                           ----------------------------      TREASURY
                                              SHARES          AMOUNT          STOCK
                                           ------------    ------------    ------------
<S>                                          <C>                 <C>        <C>
In-kind stock swap
   Issuance of restricted shares
     into treasury                           20,000,000          20,000     (10,475,016)
   Retirement of treasury shares             (8,229,288)         (8,229)      4,310,096

   Sale of treasury stock subject
     to mandatory repurchase                       --              --           354,803
   Additional penalty on treasury
     shares sold subject to
     mandatory repurchase                          --              --           125,765
Deficit for year ended
  December 31, 1999, as restated                   --              --              --
                                           ------------    ------------    ------------

Balance, December 31, 1999                   29,117,980          29,117      (5,684,352)

Prior-period adjustment                            --              --          (819,427)
                                           ------------    ------------    ------------

Balance, December 31, 1999,
   as restated                               29,117,980          29,117      (6,503,779)

Issuance of shares
   For services rendered                        546,171             546            --
   Private placements                         1,018,989           1,019            --
   For purchase of patents                      500,000             500            --
   Stock warrants exercised                     250,000             250            --

Sale of treasury stock subject to
   mandatory repurchase, net of reclass
   of prior year treasury stock sales
   from liability to equity                        --              --         1,765,703
Receipt of shares for collection of
   note receivable                                 --              --           (25,100)
Deficit for year ended December 31, 2000           --              --              --
                                           ------------    ------------    ------------

Balance, December 31, 2000                   31,433,140          31,432      (4,763,176)

Issuance of shares
   For services rendered                        809,366             809            --
   Private placements                           857,100             857            --

Reclass of prior year treasury stock
   sales from liability to equity                  --              --           750,000
Deficit for quarter ended March 31, 2001           --              --              --
                                           ------------    ------------    ------------

Balance, March 31, 2001                      33,099,606          33,098      (4,013,176)

Issuance of shares
   For services rendered                        219,941             220            --
   Private placements                         2,772,504           2,774            --

Deficit for quarter ended June 30, 2001            --              --              --
                                           ------------    ------------    ------------

Balance, June 30, 2001                       36,092,051    $     36,092    $ (4,013,176)
                                           ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>

                                                             DEFICIT
                                                           ACCUMULATED         TOTAL
                                            ADDITIONAL      DURING THE      STOCKHOLDERS'
                                             PAID-IN       DEVELOPMENT       EQUITY
                                             CAPITAL          STAGE          (DEFICIT)
                                           ------------    ------------    ------------
<S>                                          <C>
In-kind stock swap
   Issuance of restricted shares
     into treasury                           10,455,016            --              --
   Retirement of treasury shares             (4,301,867)           --              --

   Sale of treasury stock subject
     to mandatory repurchase                   (354,803)           --              --
   Additional penalty on treasury
     shares sold subject to
     mandatory repurchase                      (125,765)           --              --
Deficit for year ended
  December 31, 1999, as restated                   --        (1,459,511)     (1,459,511)
                                           ------------    ------------    ------------

Balance, December 31, 1999                   11,245,606      (6,229,096)       (638,725)

Prior-period adjustment                         819,427            --              --
                                           ------------    ------------    ------------

Balance, December 31, 1999,
   as restated                               12,065,033      (6,229,096)       (638,725)

Issuance of shares
   For services rendered                        490,927            --           491,473
   Private placements                           384,781            --           385,800
   For purchase of patents                      374,500            --           375,000
   Stock warrants exercised                     224,750            --           225,000

Sale of treasury stock subject to
   mandatory repurchase, net of reclass
   of prior year treasury stock sales
   from liability to equity                  (1,285,135)           --           480,568
Receipt of shares for collection of
   note receivable                                 --              --           (25,100)
Deficit for year ended December 31, 2000           --        (2,019,605)     (2,019,605)
                                           ------------    ------------    ------------

Balance, December 31, 2000                   12,254,856      (8,248,701)       (725,589)

Issuance of shares
   For services rendered                        166,472            --           167,281
   Private placements                           212,393            --           213,250

Reclass of prior year treasury stock
   sales from liability to equity                  --              --           750,000
Deficit for quarter ended March 31, 2001           --          (574,180)       (574,180)
                                           ------------    ------------    ------------

Balance, March 31, 2001                      12,633,721      (8,822,881)       (169,238)

Issuance of shares
   For services rendered                         15,185            --            15,405
   Private placements                           358,706            --           361,480

Deficit for quarter ended June 30, 2001            --          (653,400)       (653,400)
                                           ------------    ------------    ------------

Balance, June 30, 2001                     $ 13,007,612    $ (9,476,281)   $   (445,753)
                                           ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                                FEBRUARY 10,
                                                                              SIX MONTHS ENDED                      1995
                                                                                  JUNE 30,                     (INCEPTION) TO
                                                                        -------------------------------           JUNE 30,
                                                                            2001                2000                2001
                                                                        -----------         -----------         -----------
<S>                                                                     <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                             $(1,227,580)        $  (972,700)        $(9,476,281)
   Adjustments to reconcile net loss to net cash used in
     operations:
      Depreciation and amortization                                          23,610               6,844              87,076
      Common stock issued for services                                      145,988             364,514           5,080,672
      Equity in losses of joint venture                                        --                  --                10,000
      Additional penalty on treasury shares                                    --                  --               125,765
   Changes in operating assets and liabilities:
      Prepaid expenses and other assets                                     (34,577)            (26,938)            (35,765)
      Notes receivables                                                        --                  --               (25,100)
      Accounts payable and accrued liabilities                              528,129            (179,900)          1,039,508
      Stockholders' loans                                                      --               225,000             135,990
                                                                        -----------         -----------         -----------
        NET CASH USED IN OPERATING ACTIVITIES
                                                                           (564,430)           (583,180)         (3,058,135)

CASH FLOWS FROM INVESTING ACTIVITIES

   Payments for additions to property and equipment                            --               (10,584)           (217,500)
   Investment in joint venture                                                 --              (219,825)            (10,000)
                                                                        -----------         -----------         -----------
        NET CASH USED IN INVESTING ACTIVITIES
                                                                               --              (230,409)           (227,500)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from note payable                                               250,000                --               250,000
   Payment on note payable                                                 (150,000)               --              (150,000)

   Treasury shares sold subject to mandatory repurchase                        --               887,245           1,104,803
   Proceeds from issuance of common stock and exercise of
      common stock warrants                                                 574,730                --             2,106,871

   Proceeds from issuance of common stock warrants                             --                  --                25,000
   Bank overdraft                                                           (44,496)               --                14,765
                                                                        -----------         -----------         -----------
        NET CASH PROVIDED BY FINANCING ACTIVITIES
                                                                            630,234             887,245           3,351,439
                                                                        -----------         -----------         -----------


INCREASE IN CASH AND CASH EQUIVALENTS                                        65,804              73,656              65,804


CASH AND CASH EQUIVALENTS, beginning of period                                 --                29,554                --
                                                                        -----------         -----------         -----------


CASH AND CASH EQUIVALENTS, end of period                                $    65,804         $   103,210         $    65,804
                                                                        ===========         ===========         ===========
</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001



NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared by Cytogenix,
Inc. (the "Company") and include all adjustments that are, in the opinion of
management, necessary for a fair presentation of financial results for the six
months ended June 30, 2001, pursuant to the rules and regulations of the
Securities and Exchange Commission. All adjustments and provisions included in
these statements are of a normal recurring nature.

The information contained herein is condensed from that which would appear in
the annual financial statements; accordingly, the financial statements included
herein should be reviewed in conjunction with the financial statements and
related notes thereto contained in the Annual Report on Form 10-KSB filed by the
Company with the Securities and Exchange Commission for the fiscal year ended
December 31, 2000. Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year end. The results of operations for
the interim period presented are not necessarily indicative of the results that
can be expected for the entire year.


NOTE B - GOING CONCERN

Since inception, the Company has been considered a development stage company and
has not generated any operating revenue. To fund its development stage
activities to date, the Company has relied on the sale of its common stock.
Based on historical annual financial requirements, operating capital of
approximately $2.2 million will be needed for the calendar year 2001. There is
substantial doubt that the Company will generate sufficient revenues during 2001
to meet its operating cash requirements. Accordingly, the Company's ability to
continue operations through 2001 depends on its success in obtaining equity or
debt financing in an amount sufficient to support its operations. This raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from this
uncertainty.


NOTE C - SALE OF STOCK

In January 1999, rules governing Regulation D, 504 Private Placements were
amended by the U.S. Securities and Exchange Commission whereby issuers were
compelled to offer one year restricted stock to investors. Prior to this
amendment, issuers were permitted to offer freely transferable shares to
investors, typically at a slight discount to market in order to secure equity
financing.

In order to continue to fund future operations of the Company, the Company's
management decided on May 13, 1999 to offer all current Stockholders the
opportunity to exchange their freely transferable shares for one year restricted
shares at a ratio of two shares of restricted stock for one share of freely
transferable stock. It was the Company's belief at that time that the
unrestricted shares could be sold by the Company to individual investors without
registration as a means to fund the Company.

<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001



NOTE C - SALE OF STOCK (Continued)

The Company initially proposed to issue a total of 20,000,000 restricted shares
in exchange for 10,000,000 free trading shares. The free trading shares would
then be sold by the Company in the market and in private transactions. Between
May 16, 1999 and August 21, 1999, a total of 5,885,356 free trading shares were
exchanged for 11,770,712 restricted shares. The Company then, in a series of
brokerage and private transactions, sold a total of 1,813,272 and 725,577 shares
in the market in 2000 and 1999, respectively. In addition to the stock sold from
the Company's treasury from the in-kind stock swap, the Company also sold 72,727
shares in 1999 from previously existing treasury stock. From shares received
from the stock swap, the Company received $750,000 and $354,803 in 2000 and
1999, respectively, from treasury shares sold.

Accordingly, it is possible that the sale of the 2,611,576 shares in treasury
described above may have violated securities registration provisions of the
federal and state securities laws which could subject the Company to fines,
penalties or other regulatory enforcement action. Additionally, although it is
possible that Stockholders who purchased the shares described above in market
transactions may have had the right under state and federal securities laws to
require the Company within one year from date of issuance of such shares to
repurchase their shares, for the amount originally paid, plus interest, no
stockholder has made such a claim and the one year statute expired in February
2001. Accordingly, the $750,000 of treasury shares sold subject to mandatory
repurchase was reclassified from a liability to equity during the six months
ended June 30, 2001.


NOTE D - STOCK BASED COMPENSATION

During September 1999, the Company established an Employee Stock Purchase Plan
(the "Purchase Plan"), under which employees may purchase common shares at par
value quarterly up to 25% of their gross salary computed at the closing price on
the last day of each pay period. The purchase plan was made retroactive to
January 1, 1999 and is compensatory since only a maximum discount of 15% is
allowed for the purchase plan to be non-compensatory.

For the period ended June 30, 2001, the Company issued 1,029,307 shares of its
common stock in return for services; 1,000,864 shares were issued to employees
of the Company and 28,443 shares were issued for consulting services provided by
non-employees. Compensation cost and the aggregate fair value of consulting
services for the period ended June 30, 2001 was $95,483 and $17,231,
respectively.


NOTE E - NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company had the following non-cash financing activity for the period ended
June 30, 2001:

      Issuance of common stock for payment of
      liabilities                                      $   36,698
                                                       =============

<PAGE>

CYTOGENIX, INC. (A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001



NOTE F - NOTE PAYABLE

During the second quarter of 2001, the Company obtained debt financing from an
unrelated party for $250,000. The note agreement bears no interest unless the
loan defaults, as defined, and is secured by certain patents and patents
pending. The note matures July 2001 and contains various covenants including
maintenance and protection of the collateral. There is a commitment fee on the
note equal to 10% interest in all patents and patents pending of the Company.
The Company may repurchase, at its option, the 10% interest from the lender for
$1,000,000 within two years from the date of the note agreement.

Until the note is repaid, the Company is required to pay the lender fifty
percent of any proceeds received by the Company for the sale of its common stock
or other securities. As of June 30, 2001, the balance of the note payable is
$100,000 and the note was fully paid subsequent to June 30, 2001.





ITEM 2         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


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-QSB 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-QSB 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-QSB 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.


      The Company has budgeted $2,260,720 for operations in fiscal year 2001, of
which $823,300 has been allocated for general and administrative costs and
$1,437,420 has been allocated for research and development, including five live
animal studies that are estimated to cost $50,000 per study. Dr. Jonathan
Elliston of CytoGenix has determined the scientific protocols for three of these
studies. A total of $382,270 has been reserved for contingencies. The Company
will rely on equity financing to satisfy its working capital requirements, and
has as of June 30, 2001, $65,804 cash on hand. Of the $1,437,420 budgeted for
research and development expenses, the Company anticipates $498,650 will be paid
pursuant to the terms of the Company's sponsored research agreements with
Columbia University, Yale University, The Children's Research Center and Baylor
College of Medicine, $235,000 will be paid as patent attorneys fees and
expenses, $162,000 will be paid as salary to the Company's employees and
researchers and $46,000 will be paid for supplies. The remaining $495,770 will
be used for miscellaneous research expenses and for initiating future research
projects.

      There are currently over 600 U.S. patents for Antisense molecules with
therapeutic potential, each of which is a prospective licensee for TroVec(TM).
The Company anticipates entering into licenses for a $100,000 initiation fee and
either a minimum royalty fee of $50,000 per year or a royalty fee equal to 15%
of the licensee's net sales, whichever is greater.

      The Company's ability to continue operations through December 31, 2001
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, 2001. Based on
historical yearly financial requirements, operating capital of approximately
$2.2 million will be needed for each of the calendar years 2001 and 2002.

       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.

<PAGE>

      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.



                                     PART II



ITEM 1.     LEGAL PROCEEDINGS.


      On May 31, 2001 the Company settled a lawsuit (No. 2000-14858; CYTOGENIX,
INC. VS JIMMY CARTER; In the 125th Judicial District Court of Harris County,
Texas) it had filed against a former consultant. The parties executed a Mutual
Release and Indemnification Agreement as of that date. This Agreement closed all
claims and causes of actions in this matter. A $2,750 settlement was paid to the
Company by the consultant for Cytogenix's court fees.


ITEM 2.     CHANGES IN SECURITIES

      On January 9, 2001, the Company issued 163,813 shares of Common Stock.
These shares were issued to executive officers (Malcolm Skolnick-36,923,
Jonathan Elliston-22,154, Dell Gibson-22,154 and Lawrence Wunderlich-22,154) and
employees (Kim Totsky-10,582, Maury Fogle- 20,308, Yin Chen- 14,769 and Harilyn
McMicken- 14,769) of the Company for an aggregate price of $33,278 (based on 25%
of employee's gross pay per pay period for the quarter) 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. Of the 163,813 shares,
$164 was paid by employees in cash and the remainder represents stock
compensation.

      Also on January 13, 2001, the Company issued 859,107 shares of Common
Stock. Of these, 384,489 shares were issued to executive officers (Malcolm
Skolnick-86,667, Jonathan Elliston-52,000, Dell Gibson-52,000 and Lawrence
Wunderlich-52,000) and employees (Kim Totsky-24,821, Maury Fogle- 47,667, Yin
Chen- 34,667 and Harilyn McMicken- 34,667) of the Company for an aggregate price
of $66,550 (based on gross salary for each pay 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. Of the 384,489 shares,
$384 was received from the employees in cash and the remainder represents stock
compensation. 473,000 shares were sold for an aggregate cash price of $118,250
(or $0.25 per share) in a private placement to accredited investors (Thomas
Mccarthy-20,000 , Tom Fields-40,000 , Patrick Fasano-40,000 , Ron Omo-100,000 ,
Brad Houston-43,000 , Andrew Yasinoff-40,000 , John Clifford-20,000 , Thomas
Chewning-80,000 , Stanley Jablonski-90,000) pursuant to the exemption from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder. The remaining 1,618 were issued to Charles Bardwell for services
rendered aggregating $501.58 (or $0.31 per share).

      On January 19, 2001 the company issued 243,463 shares of common stock.
These shares were issued to executive officers (Malcolm Skolnick-50,000, Dell
Gibson-44,643 and Lawrence Wunderlich-148,820). The 44,643 shares to Dell Gibson
were for the repayment of a loan. The shares were issued as agreed on by
management for an aggregate price of $11,161 (or an average of $0.25 per share).
Dr. Skolnick's and Mr. Wunderlich's 50,000 shares and 148,820 shares,
respectively, were issued as bonuses for an aggregate price of $49,705 (or an
average of $0.25 per share). All of these shares were issued 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.

      In February 2001, 160,000 shares were sold for an aggregate cash price of
$40,000 (or $0.25 per share) in a private placement to accredited investors
(Eric Agnew-20,000 , Roger Behr-80,000 , William Swanson-20,000 , Neil
Donner-20,000 , and Ben Agnew-20,000) pursuant to the exemption from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder. An additional 627 shares were issued to Charles Bardwell for
services rendered aggregating $194.37 (or $0.31 per share). Also an additional
6,841 shares were issued to Jackson Walker LLP for services rendered aggregating
$3,420.44 (or $0.50 per share).

      In March 2001, 220,000 shares were sold for an aggregate cash price of
$55,000 (or $0.25 per share) in a private placement to accredited investors
(Laurence foreman-50,000 , David Tyrrell-20,000 , Eric Stocker-40,000 , Tim
Miller-20,000 , Robert Jones-9,000 , Robert Walker-9,000 , Shann Brown-2,000 ,
Delaware Charter Guaranty-40,000 , Thomas Weisz-20,000 , and Don Weisz-10,000)
pursuant to the exemption from registration provided by Section 3(b) of the
Securities Act of 1933 and Rule 504 thereunder. An additional 7,483 shares were
issued to Charles Bardwell for services rendered aggregating $1,870.75 (or $0.25
per share), 500 shares were issued to John Gattineri and 3,600 shares were
issued to Hydeman Family Partners as commission for services rendered in
connection to the private placement, 712 shares were issued to Peter Glazer for
services rendered aggregating $400 (or $0.562 per share) and 320 shares were
issued to Stephen Hewitt for services rendered aggregating $200 (or $0.625 per
share).

      On April 9, 2001, the Company issued 184,099 shares of Common Stock. These
shares were issued to executive officers (Malcolm Skolnick-41,496, Jonathan
Elliston-24,897, Dell Gibson-24,897 and Lawrence Wunderlich-24,897) and
employees (Kim Totsky-11,893, Maury Fogle-22,823, Yin Chen-16,598 and Harilyn
McMicken-16,598) of the Company for an aggregate price of $33,278 (based on 25%
of employee's gross pay per pay period for the quarter) 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. Of the 184,099 shares,
$184 was paid by employees in cash and the remainder represents stock
compensation.

      On April 18, 2001, the Company issued 205,000 shares of Common
Stock.180,000 shares were sold for an aggregate cash price of $45,000 (or $0.25
per share) in a private placement to accredited investors (Betty Allman-20,000,
Nate Thurmond-20,000, Robert A. White-20,000, Steven F. Craig-40,000, Bradley A.
Houston-10,000, William Tyrrell-30,000, M. Foster-20,000 and D. Foster-20,000)
pursuant to the exemption from registration provided by section 3(b) of the
Securities Act of 1933 and rule 504 thereunder. The remaining 25,000 shares were
issued to employee Maury Fogle as bonus compensation for an aggregate price of
$9,250 (or $0.37 per share) 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. Of the 25,000 shares, $25 was received from the
employee in cash and the remainder represents stock compensation.

      On May 7, 2001, the Company issued 394,734 shares of Common Stock. 284,000
shares were sold for an aggregate cash price of $71,000 ( or $0.25 per share) in
a Private Placement to accredited investors (William Kennedy-20,000, Rick
Barry-200,000, Richard F. Barry IV-64,000) pursuant to the exemption from
registration provided by section 3(b) of the Securities Act of 1933 and rule 504
thereunder. An additional 110,734 shares were issued (Rick Barry-57,667, Richard
F Barry IV-3,200, Hydeman Family Partners-46,367, R&D GP-1,000 and Douglas
Weedon-2,500) as commission for services rendered in connection to the private
placement.

      On June 6, 2001, the Company issued 172,842 shares of Common Stock.
160,000 shares were sold for an aggregate cash price of $40,000 (or $0.25 per
share) in a Private Placement to accredited investors (John Townsend-100,000,
Andrew Yasinoff-20,000, R. & D. Kozak-20,000 and P.S. Nilakantan-20,000)
pursuant to the exemption from registration provided by section 3(b) of the
Securities Act of 1933 and rule 504 thereunder. An additional 10,610 shares were
issued (Charles Bardwell-8,610 and Kirk R. Huntsman-2,000) as commission for
services rendered in connection to the private placement. Also, 2,232 shares
were issued to Peter Glazer for past services rendered aggregating $750 (or
$0.34 per share).

      On June 28, 2001, the Company issued 2,035,770 shares of Common Stock.
1,804,791 shares were sold for an aggregate cash price of $180,479 (or $0.10 per
share) in a Private Placement to accredited investors (John Townsend-454,791,
Andrew Yasinoff-100,000, Bradley A. Houston-250,000, Richard A. Cecil-200,000,
William E. Cecil-25,000, Patricia Henry-25,000, Richard C. Imbert-500,000,
Hydeman Family Partners-100,000 and Lynn Barry-250,000) pursuant to the
exemption from registration provided by section 3(b) of the Securities Act of
1933 and rule 504 thereunder. 100,000 shares were sold for an aggregate cash
price of $25,000 (or $0.25 per share) in a Private Placement to accredited
investor Hydeman Family Partners pursuant to the exemption from registration
provided by section 3(b) of the Securities Act of 1933 and rule 504 thereunder.
An additional 130,979 shares were issued (Charles Bardwell-55,479, John
Black-500, Peter T. Imbert-50,000 and Lynn A. Barry- 25,000) as commission for
services rendered in connection to the private placement.

<PAGE>

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES.

           None.

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

           None.

ITEM 5.          OTHER INFORMATION.

          On July 10, 2001 Jonathan Elliston, the Company's VP of R & D, left
      the Company's employ.

ITEM 6      EXHIBITS AND REPORTS ON FORM 8-K


      (a)   Exhibits.



            Exhibit Number     ----- Description

            3.1*               ----- Articles of Incorporation of
                                     Cryogenic Solutions, Inc.

            3.2*               ----- Certificate of Amendment dated
                                     November 1, 1995 of Articles of
                                     Incorporation of Cryogenic
                                     Solutions, Inc.

            3.3*               ----- Bylaws of Cryogenic Solutions, Inc.


----------------------
* Incorporated by reference to such Exhibit to the 10-SB of the Company filed on
  January 30, 2001.


      (b)   Financial Statement Schedules.


      All schedules are omitted because they are not applicable or because the
required information is contained in the Financial Statements or the Notes
thereto.


      (c)   Reports on Form 8-K.


            None.


                                   SIGNATURES


      In accordance with 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.

                                   By: /s/ MALCOLM SKOLNICK
                                           Malcolm Skolnick
                                           President and Chief Executive
Date: August 14, 2001                      Officer