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 1934For the quarterly period ended March 31,
2008  [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT  For the transition period from ___________ to ____________. Commission file number: 0-26807 CYTOGENIX, INC. (Exact name of registrant as specified
in its charter) NEVADA
(State or other jurisdiction of
incorporation or organization)
76-0484097
(IRS Employer Identification No.)3100 Wilcrest, Suite140, Houston, Texas
(Address of principal executive offices)
77042
(Zip Code)  Issuers telephone number, including area code: (713) 789-0070 Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ______ Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer  [ ]

Accelerated filer  x

Non-accelerated filer  [ ]

Smaller reporting company  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 May 16, 2008 was 146,575,218.        TABLE OF
CONTENTS   PART I    FINANCIAL INFORMATIONITEM 1.
Financial
StatementsBalance Sheets
as of March 31, 2008 (Unaudited) and December 31, 2007
3Statements of
Operations for the three months ended March 31, 2008
and 2007
(Unaudited)
4Statements of
Cash Flows for the three months ended March 31, 2008
and
2007(Unaudited)
5Notes to
Financial Statements (Unaudited)
6ITEM 2.
Managements
Discussion and Analysis of Financial
Condition and
Results of Operations
10ITEM 3.
Quantitative
and Qualitative Disclosures About Market Risk
13ITEM 4.
Controls and
Procedures
14PART II  OTHER INFORMATIONITEM 1.
Legal
Proceedings
14ITEM 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
14ITEM 6.
Exhibits
15SIGNATURES
16              2   PART I. FINANCIAL
INFORMATION  ITEM 1.  FINANCIAL STATEMENTS.  **CYTOGENIX,
INC.******
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******BALANCE SHEETS******
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March 31,

December 31,2008

2007(Unaudited)ASSETSCurrent Assets:Cash
$140,159

$162,042Inventory
242,002

252,144Receivables and other current assets
18,954

44,292Total Current Assets
401,115

458,478Property and equipment, net
221,494

237,354Deposits
6,399

6,399Long-term investments -
restricted
-

53,402Total Assets
$629,008

$755,633LIABILITIES AND STOCKHOLDERS'
DEFICITCURRENT LIABILITIES:Long-term debt, current portion
$-

$27,678Note payable - related party
$300,000

$-Accounts payable
571,321

388,463Accrued expenses
1,510,293

1,532,344Total Current Liabilities
2,381,614

1,948,485Long-term debt, less current portion
-

17,336Total Liabilities
2,381,614

1,965,821COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' DEFICIT: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,146,653,218 and 146,309,719 share issued and outstanding as
ofMarch 31, 2008 and December 31, 2007, respectively
146,653

146,310Additonal paid-in capital
37,340,008

36,999,514Treasury stock
(629,972)

(629,972)Accumulated deficit
(38,609,295)

(37,726,040)Total Stockholders' Deficit
(1,752,606)

(1,210,188)Total Liabilities and Stockholders' Deficit
$629,008

$755,633The accompanying notes are an integral part of these
financial statements.
3       **CYTOGENIX,
INC.******
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******STATEMENTS OF
OPERATIONS****THREE MONTHS ENDING MARCH 31,
2008 AND 2007****(UNAUDITED)******
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2008

2007(Restated)REVENUES
$13,160

$-COSTS OF REVENUES
10,354

-GROSS MARGIN
2,806

-COSTS AND EXPENSES:Research and development
247,419

866,279General and administrative
554,565

698,717Consulting expense
52,009

8,031Depreciation and amortization
15,860

15,442LOSS FROM OPERATIONS
(867,047)

(1,588,469)OTHER INCOME:Interest income
517

1,553Interest expense
(16,725)

(1,622)NET LOSS
$(883,255)

$(1,588,538)Net loss per share:Basic and diluted net loss per share
$(0.01)

$(0.01)Weighted average shares
outstanding:Basic and diluted
146,594,885

140,663,961The accompanying notes are an integral part of these
financial statements.
4    **CYTOGENIX,
INC.******
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******STATEMENTS OF CASH
FLOWS****THREE MONTHS ENDING MARCH 31,
2008 AND 2007****(UNAUDITED)******
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2008

2007(Restated)Net Loss
$(883,255)

$(1,588,538)Adjustments to reconcile net loss to net
cashused in operating activities:Deprecation and amortization
15,860

15,442Stock-based compensation
200,547

490,536Accrued interest income on long-term investment -
restricted
-

(1,553)Changes in assets and liabilities:Accounts receivable
16,000

2,577Inventory
10,142

36,248Prepaid expenses
9,338

(388)Accounts payable
182,858

2,521Accrued expenses
267,239

156,637Net cash used in operating
activities
(181,271)

(886,518)INVESTING ACTIVITIES:Proceeds from restricted long term
investment
53,402

-Deposit on building contract
(300,000)

-Purchase of property and equipment
-

(33,336)Net cash provided by (used in) investing
activities
(246,598)

(33,336)FINANCING ACTIVITIES:Payment on notes payable
(45,014)

(6,084)Proceeds from notes payable - related
party
300,000

-Proceeds from stock subscriptions
151,000

-Net cash used in financing
activities
405,986

(6,084)NET CHANGE IN CASH
(21,883)

(925,938)CASH, beginning of period
162,042

2,854,197CASH, end of period
$140,159

$1,928,259SUPPLEMENTAL CASH FLOW
INFORMATION:Interest paid
$1,339

$1,622Income taxes paid
$-

$-The accompanying notes are an integral part of these
financial statements.
5


CYTOGENIX, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1
 BASIS OF PRESENTATION  The
accompanying unaudited interim financial statements of CytoGenix, Inc.
(CytoGenixor the Company) 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 ended December 31,
2007, as reported in the Form 10K, have been omitted.  NOTE 2
 RELATED PARTY TRANSACTION  The
Company entered into a loan agreement to borrow money from KV Mechanical
Construction and Restoration Company, Inc.  KV Mechanical Construction and
Restoration Company, Inc. is a significant shareholder of the Company owning
approximately 6.1% of the Companys common stock.  The principal amount of
the loan is $300,000 with an annual interest rate of 24%.  Maturity date of
the note is ten days of closing on the proposed facility or as the parties
agree.  Repayment of the loan may be in cash or restricted stock of the
borrower at the average closing price over the past five business days, but no
less than $0.12 per share by mutual consent of both parties.  In the event
there is no consent, then payment will be in cash.  Accrued interest as of
March 31, 2008 is 15,386.  NOTE 3
- 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 2008 compared to the
last 20 trading days of 2007.  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 2008 based on the Companys common stock price as of March
31, 2008.  During
the first quarter of 2008, the Company initiated negotiations and tentatively
agreed to terms with GE Healthcare Bio-Sciences Corp (GEHC), to amend its
original Supply Agreement entered into on March 24, 2006, and first amended June
11, 2007, for the purchase of customized kits and reagents used in the
manufacture of its proprietary synDNATM products.  The terms of
the amendment call for the Company to purchase a minimum of two custom kits at
$80,000 each prior to December 31, 2008;and
maintains the Companys obligation to pay various royalty percentages
based on revenue derived from the Company's sale of synDNA products.  The
second amendment was executed on April 28, 2008.    Frank Vazquez and
Lawrence Wunderlich v. CytoGenix, Inc.


6


In November 2006, former Chief Financial Officer (CFO), Lawrence
Wunderlich, and former Chief Operations Officer (COO), Frank Vazquez, resigned
from the Company. The Company and former officers are pursuing arbitration to
determine obligations consistent with the circumstances surrounding the former
officers resignations. The Company has also filed counterclaims against the
former officers.  The arbitration hearing has occurred the decision should
be received from the arbitrator prior to the end of the second quarter of 2008.  The
likelihood of an unfavorable outcome is not determinable by management or
outside counsel at this time and, accordingly, no additional loss accruals have
been recorded by the Company in relation to this matter.  NOTE 4  STOCK-BASED
COMPENSATION  Employee
Stock-Based Compensation  At
March 31, 2008 the Company had two stock-based compensation plans, the 2003
stock option plan and the 2005 stock option plan.  The Company
 accounts for these plans in accordance with SFAS No. 123 (revised 2004),
Share-Based Payment SFAS 123 (R), which requires companies to recognize the
costs of awards of equity instruments, such as stock options and restricted
stock, based on the fair value of those awards at the date of grant.  The
Company adopted the SFAS 123 R effective January 1, 2006 using the modified
prospective method.  Based
on the employee stock options plans, the following compensation expense was
recorded for the three months ended March 31, 2008:  Research
and development $
31,814 General
and administrative 128,733 Stock-based
compensation $160,547  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  A
summary for our stock-based compensation activity for the three months ended
March 31, 2008 is presented below: Average
AggregatedAverage
Life
FairOptions
Price 1
(years)2
ValueOutstanding at December 31, 2007
24,286,000
$
            0.48
6.85
$  11,059,071Granted
-
-

-Exercised
-
-

-Forfeited/expired
-
-

-Outstanding at March 31, 2008
24,286,000
$
            0.48
6.60
$  11,059,071


7


Exercisable at March 31, 2008
22,019,333
$
            0.51
6.38
$  10,484,473  1 Weighted-average exercise price 2 Weighted-average contractual life remaining  The
unvested options fair value will be recognized over their respective vesting
period which ends November 12, 2009.  NOTE 5  DEFAULT
NOTICE  On
March 20, 2008, the Company received notice of termination of its construction
contract with GSL Construction Contractors, Ltd. (GSL) under the terms of an
earnest money contract it had entered into for the construction of a new office
and lab facility.  Accordingly, the Companys earnest money deposits and
change order payments were forfeited.  Forfeited deposits and payments
included $901,160 made as of December 31, 2007, as well as an additional payment
of $300,000 made in January 2008.  Based on the Companys determination of
the possibility of loss and the subsequent notice of termination, the Company
recorded an impairment loss of $1,201,160 associated with the contract for the
year ended December 31, 2007.  NOTE 6
 COMMON STOCK  In the
first quarter of 2008, the Company issued 101,250 shares at a price of $0.16 per
share as part of its November 30, 2007 private placement.  In addition, the
Company received $151,000 for 2,464,583 common shares of which only
31,250 shares were issued at March 31, 2008.  The remaining
shares were issued after the end of the quarter.  Also, the Company issued
249,999 shares with a value of $40,000 for services rendered to outside
consultants.  Approximately 83,333 were issued each to TMS Investments,
Inc., Harris Forbes, Inc., and Chasseur Corporation.  NOTE 7
 RESTATEMENT  In
connection with the establishment of the Companys stock option plans of 2003
and 2005, the Company took the position that no compensation cost should be
recognized by the Company until such time as the underlying shares were
registered, as this constituted a performance condition under SFAS 123(R) and
that such condition was not deemed probable at the time of the filing.  The
SEC disagreed with this position and requested the Company restate its financial
statements and associated disclosures to include compensation cost assuming the
options were exercisable as they vest. The error resulted in the understatement
of non-cash expenses and a corresponding understatement of net loss of $490,536
in the quarter ending March 31, 2007.  The restatement impacted certain
line items within cash flow from operations, but had no effect on total cash
flows from operations and did not impact cash flows from financing or investing
activities.  This restatement had no impact on the balance sheet, statement
of operations or the net decrease in cash and cash equivalents reported in the
statements of cash flows for any periods reported prior to March 31, 2007.


8


March 31, 2007As PreviouslyReported

Adjustments

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

$
        4,796,913

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

(4,796,913)

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

-

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

Adjustments

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

$
          349,295

$
            866,282General and administrative
557,476

141,241

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

(490,536)

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

(490,536)

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

Adjustments

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

$
     (490,536)

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

490,536

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

-

(886,518)    NOTE 8
 SUBSEQUENT EVENTS  On
April 14, 2008, the Company issued 750,000 shares of common stock to BioXcel
Corporation in exchange for services valued at $45,000.  9





ITEM
2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.  IN
ACCORDANCE WITH THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995, THE COMPANY NOTES THAT CERTAIN STATEMENTS IN THIS
FORM 10-Q WHICH ARE FORWARD-LOOKING AND WHICH PROVIDE OTHER THAN HISTORICAL
INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE COMPANYS
RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
STATEMENTS CONCERNING THE COMPANYS GENERAL BUSINESS STRATEGIES, FINANCING
DECISIONS, AND EXPECTATIONS FOR FUNDING CAPITAL EXPENDITURES AND OPERATIONS IN
THE FUTURE. WHEN USED HEREIN, THE WORDS BELIEVE, PLAN, CONTINUE, HOPE,
ESTIMATE, PROJECT, INTEND, EXPECT, AND SIMILAR EXPRESSIONS ARE INTENDED
TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT
THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON
REASONABLE ASSUMPTIONS, NO STATEMENTS CONTAINED IN THIS FORM 10-Q SHOULD BE
RELIED UPON AS PREDICTIONS OF FUTURE EVENTS. SUCH STATEMENTS ARE NECESSARILY
DEPENDENT ON ASSUMPTIONS, DATA OR METHODS THAT MAY BE INCORRECT OR IMPRECISE AND
MAY BE INCAPABLE OF BEING REALIZED. THE RISKS AND UNCERTAINTIES INHERENT IN
THESE FORWARD-LOOKING STATEMENTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED IN OR IMPLIED BY THESE STATEMENTS.  READERS
ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FORWARD-LOOKING STATEMENTS
CONTAINED HEREIN, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE INFORMATION
CONTAINED IN THIS FORM 10-Q IS BELIEVED BY THE COMPANY TO BE ACCURATE AS OF THE
DATE HEREOF. CHANGES MAY OCCUR AFTER THAT DATE, AND THE COMPANY WILL NOT UPDATE
THAT INFORMATION EXCEPT AS REQUIRED BY LAW IN THE NORMAL COURSE OF ITS PUBLIC
DISCLOSURE PRACTICES.  IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE EXPECTATIONS REFLECTED IN ANY FORWARD-LOOKING STATEMENT
HEREIN INCLUDE AMONG OTHER THINGS: (1) THE ABILITY OF THE COMPANY TO 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


10


Three Months Ended March 31, 2008 Compared to Three Months
Ended March 31, 2007.  For the three months ended March 31, 2008, we reported a net loss
of $883,255, or less than one cent per share, and revenue of $13,160 as compared
with a net loss of $1,588,538, or less than one cent per share, and no revenue
for the three months ended March 31, 2007.  Revenue for the three months
ended March 31, 2008 resulted from the sale of synDNA.  We had no revenue
for the three months ended March 31, 2007.  Research and Development Expenses.Research and
development expenses decreased to $247,419 for the first quarter of 2008 as
compared to $866,279 during the same period in 2007 due to a decrease of
approximately $448,000 in equity award expenses in 2008.  The cost of DNA
materials and lab supplies declined by approximately $40,000 in the first
quarter of 2008 from the same period in 2007.  Additionally, R&D
consulting expenses declined by approximately $132,000 in 2008 compared to the
same period in 2007.  R&D consulting expenses in 2007 were incurred to
with improve the production process for the manufacture of synDNA.  General and Administrative Expenses.  General
and administrative expenses decreased to $554,565 for the first quarter of 2008
compared to $698,717 for the same period in 2007 primarily due to the decrease
of approximately $153,000 in legal and investigation fees relating to a
Sarbanes-Oxley whistleblower complaint and an arbitration complaint filed by two
former executive officers in 2007.  Consulting Expenses. Consulting expenses increased to
$52,009 for the first quarter of 2008 compared to $8,031 for the same period in
2007.  This increase was due to costs of financial consultants retained to
advise the Company regarding financing options.  Depreciation and Amortization Expenses.Depreciation
and amortization expenses increased to $15,860 for the first quarter of 2008
compared to $15,442 for the same period in 2007 due primarily to the purchase of
additional research and development equipment.  Interest Expense.Interest expense increased
approximately $15,000  to $16,725 for the first quarter of 2008 compared to
$1622 for the same period in 2007 due to a loan from a related party.  Liquidity and Capital Resources  The
Company has budgeted approximately $4,600,000 for operations in fiscal year
2008, of which approximately $1,500,000 has been allocated for general and
administrative costs and $3,100,000 for research and development.  We will
require equity financing to satisfy our working capital requirements, and have,
as of March 31, 2008, $140,159 of cash on hand for fiscal year 2008. Of the
$3,100,000 budgeted for research and development expenses, the Company
anticipates utilizing $2,300,000 for pre-clinical development.  The
Companys ability to continue operations through December 31, 2008 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, 2008.  Based on
historical yearly financial requirements, operating capital of approximately
$6.0 million will be needed for each of the calendar years


11


2009 and 2010.  The
Company will continue to require equity financing until it develops revenue from
payments earned under future product development joint ventures, licensing
agreements, and royalties. The process of developing the Companys future
products will require hiring of additional personnel, significant expenses
associated with additional research and development, preclinical testing and
clinical trials, as well as processes directly related to attaining 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 down regulation and gene silencing
technologies comprising a set of techniques which can either prevent a gene from
expressing the protein for which it is encoded or interact with the 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 as well as in patent
applications, some of which have been 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.  The Company looked for alternatives and developed a process
for producing enzymatically biosynthesized DNA (synDNA) without using bacterial
fermentation. The bacteria-free process for making and purifying therapeutic
quality DNA is proprietary to the Company.  The Company believes the
combination of, rapid manufacture, and regulatory advantages associated with
endotoxin-free and bacteria-free production may make our production process more
desirable than that of plasmid DNA. The Company is currently generating minimal
revenues from synDNA sales.  The
Company has used its enzymatically biosynthesized DNA process to develop DNA
vaccines.  Tests comparing the efficacy of various DNA vaccines made with
synDNA to conventional, bacteria-grown plasmids have demonstrated synDNA
products are equivalent to or more effective than these conventional plasmids in
some cases. These tests have included targets such as HIV, Hepatitis B virus,
Smallpox, as well as seasonal and avian flu.  The Company has entered a
Cooperative Research and Development Agreement with the United States Department
of Agriculture (USDA) to develop a DNA vaccine against Brucellosis and with the
United States Army Medical Research Institute for Infectious Diseases (USAMRIID)
to develop DNA vaccines against ebola and equine encephalitis.  The Company
is pursuing cooperative agreements with the federal government especially in the
bio-terror and pandemic


12


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 to develop and license 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
said financing will be attainable on terms satisfactory or favorable to the
Company. It is possible that additional equity financing will be highly dilutive
to existing shareholders.  The
Company is currently operating at a loss and expects to continue to depend on
cash generated from the sale of securities to fund its operating deficit. There
can be no assurance that the Company will be able to generate sufficient
revenues to meet its operating cash and growth needs or that any equity or debt
funding will be available or at terms acceptable to the Company in the future to
enable it to continue operating in its current form.  Intellectual Property Matters:  In the
quarter ended March 31, 2008, CytoGenix expanded its enforceable patent rights
in the foreign markets with grant of a patent on the original ssDNA expression
technology in Australia.  The Company also filed an International (PCT)
patent application on its avian flu synDNASM vaccine, providing the
basis for individual patent applications in selected foreign countries. The
Company has also received an official US patent allowance on its anti-herpes
therapeutic (SimplivirTM) which is expected to issue in the second
quarter of 2008, and has filed a US divisional patent application on some of
this technology in an attempt to extend the term of protection on some of this
allowed technology.  The Companys patent holdings currently comprise a
total of 69 patents or patent applications.  We currently have 14 granted
patents (US and foreign) pertaining to our synDNATM in vivo
expression technology and 55 additional (US and foreign) pending patent
applications which cover various aspects of our single stranded DNA expression
vectors, including therapeutics for herpes infections and anti-bacterials, as
well as our synDNASM technology platform including various
applications of synDNASM based  vaccines.  ITEM
 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.  NONE.


13     **ITEM 4.  CONTROLS AND
PROCEDURES**


Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures  Under
the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended, or the Exchange Act, as of March 31, 2008.  The Company concluded
that material weaknesses over internal control of financial reporting, as
previously disclosed, are still in existence.  Based on this evaluation our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures as of March 31, 2008 are not effective to
ensure that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported
accurately and within the time periods specified in Securities and Exchange
Commission rules and forms.  Changes in
Internal Controls  The
Company is attempting to remediate 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.  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  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.  The arbitration hearing has occurred and the decision from
the arbitrator should be received prior to the end of the second quarter of
2008.  ITEM
2.UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS   In
January 2008, the Company issued 31,250 shares of common stock, par value $0.001
per share at a price of $0.16 per share, for gross proceeds of $5000, in
conjunction with its private placement that took place in the fourth quarter of
2007.  Beginning on February 29, 2008, the Company entered into
subscription agreements for the private placement of 2,433,333 shares of its
common stock, par value $0.001 per share at a price of $0.06 per share, for
gross proceeds of $146,000.  The difference between the selling price and
the market price on the date the shares were sold was approximately $.01 per
share ($24,333).  The proceeds will be used for general corporate purposes.
 The issuance of these shares was exempt from the registration requirements
of the Securities Act of 1933 under Section 4(2) thereof.


14


ITEM
6.
EXHIBITS.Exhibit
Number
Description3.1*
Articles of Incorporation of Cryogenic Solutions,
Inc.3.2*
Certificate of Amendment dated November 1, 1995 of Articles
of Incorporation of Cryogenic Solutions, Inc.3.3*
Certificate of Amendment dated January 13, 2000 of Articles
of Incorporation of CytoGenix, Inc.3.4
Certificate of Amendment dated April 6, 2004 of Articles
of
Incorporation of CytoGenix, Inc. (incorporated by reference
to Exhibit 3.5 to the Companys annual report of Form 10-KSB for the year
ended December 31, 2004)3.5
Certificate of Amendment dated March 7, 2001 of Articles of
Incorporation of CytoGenix, Inc. (incorporated by reference to Annex II of
the definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission on December 23, 2003)3.6*
Bylaws of Cryogenic Solutions, Inc.3.7




10.1



10.2
Amendments to Bylaws of CytoGenix, Inc. (incorporated by
reference to Annex I of the definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on December 23,
2003)

Loan Agreement dated January 7, 2008 between CytoGenix,
Inc., and KV Mechanical Construction and Restoration Co., Inc.

Supply Agreement Amendment No. 2 dated April 28, 2008
between CytoGenix, Inc. and GE Healthcare Bio-Sciences Corp.31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer *
Incorporated by reference to the corresponding Exhibit in the Form 10-SB of the
Company filed on January 31, 2001.


15


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 19,
2008
By:
/s/
 Malcolm SkolnickMalcolm
SkolnickPresident
and ChiefExecutive
Officer                           16