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

                                    FORM 10-Q

    [X]  QUARTERLY  REPORT  UNDER  SECTION  13 OR  15(D)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 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                                        76-0484097
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)

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

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

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

         Yes   X         No
             ----           ----

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

Large accelerated filer |_|   Accelerated filer |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.



<PAGE>



                                TABLE OF CONTENTS

PART I     FINANCIAL INFORMATION

           ITEM 1. - Financial Statements

               Balance Sheets as of March 31, 2007 (Unaudited) and
               December 31, 2006                                              3

               Statements of Operations for the three months ended March 31,
               2007 and 2006, and period from February 10, 1995 (Inception)
               through March 31, 2007(Unaudited)                              4


               Statements of Cash Flows for the three months ended March 31,
               2007  and 2006, and period from February 10, 1995 (Inception)
               through March 31, 2007 (Unaudited)                             5


               Notes to Financial Statements (Unaudited)                      6

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

           ITEM 3.  Quantitative and Qualitative Disclosures About Market
                    Risk                                                      11

           ITEM 4.  Controls and Procedures                                   11

PART II    OTHER INFORMATION                                                  12

           ITEM 1.  Legal Proceedings                                         12

           ITEM 2.  Unregistered Sales of Equity Securities and
                    Use of Proceeds                                           13

           ITEM 6.  Exhibits                                                  14

SIGNATURES                                                                    15




                                       2
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                                                               March 31,         December 31,
                                                                                  2007               2006
                                                                              (Unaudited)
                                                                            -----------------  -----------------
                                     ASSETS
<S>                                                                         <C>                <C>

Current Assets:
     Cash                                                                        $ 1,928,259        $ 2,854,197
     Accounts receivable, net                                                              -              2,577
     Inventory                                                                       385,709            421,957
     Prepaid expenses                                                                 14,685             14,297
                                                                            -----------------  -----------------

                                Total Current Assets                               2,328,653          3,293,028

Property and equipment, net                                                          279,687            261,793
Deposits                                                                             481,971            481,971
Long-term investments - restricted                                                   174,445            172,892
                                                                            -----------------  -----------------

                                    Total Assets                                 $ 3,264,756        $ 4,209,684
                                                                            =================  =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Long-term debt, current portion                                                $ 25,745           $ 25,153
     Accounts payable                                                                312,395            309,874
     Accrued expenses                                                              1,084,526            927,889
                                                                            -----------------  -----------------

                             Total Current Liabilities                             1,422,666          1,262,916

     Long-term debt, less current portion                                             38,339             45,015
                                                                            -----------------  -----------------

                                 Total Liabilities                                 1,461,005          1,307,931
                                                                            -----------------  -----------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' 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 of
         March 31, 2007 and December 31, 2006, respectively                          140,664            140,664
     Additonal paid-in capital                                                    30,544,649         30,544,649
     Treasury stock, at cost                                                        (629,972)          (629,972)
     Deficit accumulated during the development stage                            (28,251,590)       (27,153,588)
                                                                            -----------------  -----------------

                             Total Stockholders' Equity                            1,803,751          2,901,753
                                                                            -----------------  -----------------

                     Total Liabilities and Stockholders' Equity                  $ 3,264,756        $ 4,209,684
                                                                            =================  =================
</TABLE>


The accompanying notes are an integral part of these financial statements.




                                       3
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
             THREE MONTHS ENDING MARCH 31, 2007 AND 2006 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
                                                                                                            Inception
                                                                                                            Through
                                                                       2007              2006           March 31, 2007
                                                                 -----------------  ----------------   ------------------
<S>                                                              <C>                <C>                <C>

REVENUES                                                         $              -   $             -    $         159,568

COSTS OF REVENUES                                                               -                 -              310,440
                                                                 -----------------  ----------------   ------------------

       GROSS MARGIN                                                             -                 -             (150,872)

COSTS AND EXPENSES:
       Research and development                                           516,984           498,509           10,522,320
       General and administrative                                         557,476           522,358           15,013,218
       Consulting expense                                                   8,031             9,075            1,872,149
       Depreciation and amortization                                       15,442             6,518              333,790
       Impairment expense                                                       -                 -              345,588
       Equity in losses in joint venture                                        -                 -               10,000
                                                                 -----------------  ----------------   ------------------

LOSS FROM OPERATIONS                                                   (1,097,933)       (1,036,460)         (28,247,937)

OTHER INCOME:
       Interest income                                                      1,553               966                9,226
       Interest expense                                                    (1,622)                -               (4,633)
       Loss on disposal of property of equipment                                -                 -              (10,760)
       Dividend income                                                          -                 -                2,514
                                                                 -----------------  ----------------   ------------------

NET LOSS                                                         $      (1,098,002)  $    (1,035,494)  $      (28,251,590)
                                                                 =================  ================   ==================

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

Weighted average shares outstanding:
       Basic and diluted                                              140,663,961       124,613,703
                                                                 =================  ================
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENTS OF CASH FLOWS
             THREE MONTHS ENDING MARCH 31, 2007 AND 2006 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2007
                                   (UNAUDITED)
                                                                                                       Inception
                                                                                                        Through
                                                                                                       March 31,
                                                                       2007             2006             2007
                                                                   --------------   --------------   ---------------
<S>                                                                <C>              <C>              <C>

OPERATING ACTIVITIES:
    Net Loss                                                       $  (1,098,002)   $  (1,035,494)   $  (28,251,590)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                                        15,442            6,518           330,413
      Impairment expense                                                       -                -           345,588
      Loss on disposal of property & equipment                                 -                -            10,760
      Accrued interest income on long-term investment-restricted          (1,553)            (967)           (8,945)
      Stock issued for services                                                -                -         7,746,178
      Stock option expense                                                     -                -         2,062,193
      Equity in losses of joint venture                                        -                -            10,000
      Changes in assets and liabilities:
         Accounts receivable                                               2,577                -                 -
         Inventory                                                        36,248         (176,571)         (385,709)
         Prepaid expenses                                                   (388)         (22,426)          (14,685)
         Deposits                                                              -                -            (6,399)
         Accounts payable                                                  2,521           90,005           312,395
         Accrued expenses                                                156,637           99,859         1,889,744
                                                                   --------------   --------------   ---------------

Net cash used in operation activities                                   (886,518)      (1,039,076)      (15,960,057)
                                                                   --------------   --------------   ---------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                                   (33,336)         (93,254)         (591,447)
    Deposit on building contract                                               -                -          (475,572)
    Issue note receivable                                                      -                -           (25,100)
    Investment in long-term CD                                                 -                -          (165,500)
    Investment in joint venture                                                -                -           (10,000)
                                                                   --------------   --------------   ---------------

Net cash used in investing activities                                    (33,336)         (93,254)       (1,267,619)
                                                                   --------------   --------------   ---------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                                                -                -           330,000
    Payment on notes payable                                              (6,084)               -          (265,916)
    Treasury share sold                                                        -                -         1,290,568
    Purchase of treasury shares                                                -                -           (60,000)
    Buyback of stock warrants                                                  -                -              (571)
    Proceeds from stock subscriptions                                          -          365,000                 -
    Sale of common stock, net fundraising                                      -                -        17,137,355
    Sale of common stock for exercised warrants                                -                -           571,999
    Contributions to capital                                                   -                -           152,500
                                                                   --------------   --------------   ---------------

Net cash used in financing activities                                     (6,084)         365,000        19,155,935
                                                                   --------------   --------------   ---------------

NET CHANGE IN CASH                                                      (925,938)        (767,330)        1,928,259
CASH, beginning of period                                              2,854,197        1,307,965                 -
                                                                   --------------   --------------   ---------------

CASH, end of period                                                $   1,928,259    $     540,635    $    1,928,259
                                                                   ==============   ==============   ===============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                                  $       1,622    $           -    $        2,894
                                                                   ==============   ==============   ===============

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

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

</TABLE>



The accompanying notes are an integral part of these financial statements.



                                       5
<PAGE>



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

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  interim  financial  statements of CytoGenix,  Inc.
("CytoGenix")  have been  prepared  in  accordance  with  accounting  principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the audited financial statements and notes thereto contained in CytoGenix's
latest  annual  report  filed  with  the  SEC on Form  10K.  In the  opinion  of
management,  all  adjustments,   consisting  of  normal  recurring  adjustments,
necessary  for a fair  presentation  of  financial  position  and the results of
operations for the interim  periods  presented have been reflected  herein.  The
results of operations for interim periods are not necessarily  indicative of the
results to be  expected  for the full year.  Notes to the  financial  statements
which would  substantially  duplicate  the  disclosure  contained in the audited
financial  statements  for fiscal year ending  December 31, 2006, as reported in
the Form 10K, have been omitted.

NOTE 2 - 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  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'


                                       6
<PAGE>

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 15, 2007 this investigation is in progress. Management
intends to vigorously defend the actions brought by the former COO and CFO.

NOTE 3 - SUBSEQUENT EVENTS

Employee Stock-Based Compensation

The Board  resolved  during a regularly  scheduled  meeting on April 17, 2007 to
register the underlying  shares of the 2003 Stock Option Plan. At such time when
the  shares  are   registered  the  stock  options  will  be  fully  vested  and
exercisable.  Employee  stock-based  compensation  expenses relating to the 2003
stock option plan will be recorded as follows during the quarter ending June 30,
2007.

Research and development                    $2,462,347
General and administrative                   1,133,596
                                            -----------

         Stock-based compensation           $3,595,943
                                            ==========

We used the Black-Scholes  option-pricing model ("Black-Scholes model") to value
our stock options with the following assumptions:

         Volatility                   116% to 250%
         Risk-Fee Interest Rate       4.50%
         Dividend Yield               0.00%
         Expected Term (years)       10.00


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,



                                       7
<PAGE>

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

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

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

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
$1,098,002,  or less than one cent per share,  and no revenue as compared with a
net loss of $1,035,494,  or less than one cent per share, and no revenue for the
three months ended March 31, 2006.



                                       8
<PAGE>


         Research and Development  Expenses.  Research and development  expenses
increased  to  $516,984  for the first  quarter of 2007 as  compared to $498,509
during the same period in 2006 due to an increase of  approximately  $172,500 in
DNA production  research  expenses  through  Sponsored  Research  Agreements and
additional   internal  DNA  product  research  expenses   incorporating  the  GE
Healthcare  kits. This increase in research  activity was offset by the decrease
of  approximately  $154,000 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  increased  to  $557,476  for the first  quarter  of 2007  compared  to
$522,358 for the same period in 2006 primarily due to 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.  These  fees  were  offset  by  (i)  a  decrease  of
approximately  $147,000 in salary,  bonus, and related payroll expenses not paid
to a former  executive  officer due to his  resignation  in the last  quarter of
2006,  and  (ii)  public  relations  fees  incurred  in 2006  but not in 2007 of
approximately $38,000.

         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(TM))  to  companies  involved  in the  development  of
DNA-based  therapeutics  and vaccines,  and payments earned under future product
development joint ventures,  licensing agreements, and royalties. The process of
developing  the  Company's  future  products  will require  hiring of additional


                                       9
<PAGE>

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.

         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  in 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(TM), an anti-herpes compound, to
the FDA,  the price  for  clinical  grade  plasmids  had risen to  approximately
$250,000 per gram. The Company looked for  alternatives  and developed a process
for producing enzymatically synthesized DNA (synDNA(TM)) without using bacterial
fermentation.  The bacteria-free  process for making therapeutic  quality DNA is
proprietary  to the Company.  Through its use, we have met our own product needs
and have  directed our excess  capacity to  producing  DNA for other third party
users in the market. The combination of competitive pricing,  rapid manufacture,
and regulatory  advantages  associated  with  endotoxin-free  and  bacteria-free
production  make  our  products  very  competitive.  The  Company  is  currently
generating revenues from synDNA(TM) sales.

         We have been able to expand our product  line to include DNA  vaccines.
Tests  comparing  the efficacy of various DNA vaccines  made with  synDNA(TM) to
conventional,  bacteria-grown plasmids have demonstrated synDNA(TM) products are
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) to develop DNA vaccines  against


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<PAGE>

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
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.

The  Company  has no  significant  exposure  to  market  risks  with  any of its
financial instruments.

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


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<PAGE>

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.

         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 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  and  CytoGenix  filed a timely  response to that


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<PAGE>

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 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 again 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 15, 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 was granted during the last
quarter of 2006.  These  registrations  cover  similar in vivo ssDNA  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.


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<PAGE>


ITEM 6.       EXHIBITS.

              Exhibit Number          Description

               3.1*           Articles of Incorporation of Cryogenic  Solutions,
                              Inc.

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

               3.3*           Certificate of Amendment dated January 13, 2000 of
                              Articles of Incorporation of CytoGenix, Inc.

               3.4            Certificate  of  Amendment  dated April 6, 2004 of
                              Articles  of  Incorporation  of  CytoGenix,   Inc.
                              (incorporated  by  reference to Exhibit 3.5 to the
                              Company's  annual  report of Form  10-KSB  for the
                              year ended December 31, 2004)


               3.5            Certificate  of  Amendment  dated March 7, 2001 of
                              Articles  of  Incorporation  of  CytoGenix,   Inc.
                              (incorporated  by  reference  to  Annex  II of the
                              definitive  proxy  statement on Schedule 14A filed
                              with the  Securities  and Exchange  Commission  on
                              December 23, 2003) Bylaws of Cryogenic  Solutions,
                              Inc. 3.6*  mendments to Bylaws of CytoGenix,  Inc.
                              (incorporated  by  reference to 3.7 Annex I of the
                              definitive  proxy  statement on Schedule 14A filed
                              with Ahe  Securities  and Exchange  Commission  on
                              December 23, 2003) t


               31.1           Rule  13a-14(a)/15d-14(a)  Certification  of Chief
                              Executive Officer


               31.2           Rule  13a-14(a)/15d-14(a)  Certification  of Chief
                              Financial Officer


               32.1           Section  1350  Certification  of  Chief  Executive
                              Officer


               32.2           Section  1350  Certification  of  Chief  Financial
                              Officer


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


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<PAGE>




                                   SIGNATURES

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

                                            CYTOGENIX, INC.

 Date: May 15, 2007                         By:  /s/  Malcolm Skolnick
                                                 ---------------------
                                                      MALCOLM SKOLNICK
                                                      PRESIDENT AND CHIEF
                                                      EXECUTIVE OFFICER
























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