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 September 30, 2007

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

          For the transition period from ___________ to ____________.

                         Commission file number: 0-26807

                                 CYTOGENIX, INC.
             (Exact name of registrant as specified in its charter)

             NEVADA                                       76-0484097
 (State or other jurisdiction of               (IRS Employer Identification No.)
  incorporation  or  organization)


                   3100 Wilcrest, Suite 140, 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 September 30, 2007 was 140,973,972.



<PAGE>

<TABLE>

<CAPTION>


                                TABLE OF CONTENTS
<S>                                                                             <C>                <C>

PART I     FINANCIAL INFORMATION

           ITEM 1. - Financial Statements

               Balance Sheets as of September 30, 2007 (Unaudited) and
               December 31, 2006                                                                    3

               Statements of Operations for the three and six months ended September 30,
               2007 and 2006, and period from February 10, 1995 (Inception) through September 30,
               2007(Unaudited)                                                                      4

               Statements of Cash Flows for the six months ended September 30, 2007
               and 2006, and period from February 10, 1995 (Inception) through September 30,
               2007 (Unaudited)                                                                     5

               Notes to Financial Statements (Unaudited)                                            6

           ITEM 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                                             9

           ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk                      15

           ITEM 4.  Controls and Procedures                                                         15

PART II    OTHER INFORMATION                                                                        16

           ITEM 1.  Legal Proceedings                                                               16

           ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds                     17

           ITEM 6.  Exhibits                                                                        18

SIGNATURES                                                                                          19

</TABLE>

<PAGE>


                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

<CAPTION>


                                               CYTOGENIX, INC.
                                        (A DEVELOPMENT STAGE COMPANY)

                                                BALANCE SHEETS

                                                                          September 30,   December 31,
                                                                               2007           2006
                                                                           (Unaudited)
                                                                          ------------    ------------
<S>                                                                       <C>             <C>

                                    ASSETS

Current Assets:
     Cash                                                                 $    228,830    $  2,854,197
     Accounts receivable, net                                                    2,555           2,577
     Inventory                                                                 316,933         421,957
     Prepaid expenses                                                           33,016          14,297
                                                                          ------------    ------------

                               Total Current Assets                            581,334       3,293,028

Property and equipment, net                                                    253,619         261,793
Deposits                                                                       727,560         481,971
Long-term investments - restricted                                              52,827         172,892
                                                                          ------------    ------------

                                   Total Assets                           $  1,615,340    $  4,209,684
                                                                          ============    ============

                LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

CURRENT LIABILITIES:
     Long-term debt, current portion                                      $     27,023    $     25,153
     Accounts payable                                                          316,638         309,874
     Accrued expenses                                                        1,354,561         927,889
                                                                          ------------    ------------

                             Total Current Liabilities                       1,698,222       1,262,916

     Long-term debt, less current portion                                       24,511          45,015
                                                                          ------------    ------------

                                 Total Liabilities                           1,722,733       1,307,931
                                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' (DEFICIT) 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,
         140,973,972 and 140,663,961 share issued and outstanding as of
         September 30, 2007 and December 31, 2006, respectively                140,974         140,664
     Additonal paid-in capital                                              34,280,998      30,544,649
     Treasury stock                                                           (629,972)       (629,972)
     Deficit accumulated during the development stage                      (33,899,393)    (27,153,588)
                                                                          ------------    ------------

                       Total Stockholders' (Deficit) Equity                   (107,393)      2,901,753
                                                                          ------------    ------------

               Total Liabilities and Stockholders' (Deficit) Equity       $  1,615,340    $  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 AND NINE MONTHS ENDING SEPTEMBER 30, 2007 AND 2006 AND PERIOD
                              FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2007
                                                       (UNAUDITED)
                                                                                                               Inception
                                                       Three Months Ended           Nine Months Ended           Through
                                                   September 30, September 30,  September 30, September 30,    September 30,
                                                      2007           2006           2007          2006           2007
                                                   ------------  -------------  ------------- -------------  --------------
<S>                                                <C>           <C>            <C>           <C>            <C>


REVENUES                                           $     2,555   $      8,115   $     42,014  $     45,295   $     201,582

COSTS OF REVENUES                                          754         19,442         13,002        31,098         323,442
                                                   ------------  -------------  ------------- -------------  --------------

      GROSS MARGIN                                       1,801        (11,327)        29,012        14,197        (121,860)

COSTS AND EXPENSES:
      Research and development                         339,658        554,974      2,798,032     1,696,051      12,803,368
      General and administrative                       892,919        355,729      3,785,198     1,166,715      18,240,939
      Consulting expense                               126,029        282,557        154,803       292,667       2,018,921
      Depreciation and amortization                     16,730         15,017         48,614        32,572         366,962
      Impairment expense                                     -              -              -             -         345,588
      Equity in losses in joint venture                      -              -              -             -          10,000
                                                   ------------  -------------  ------------- -------------  --------------

LOSS FROM OPERATIONS                                (1,373,535)    (1,219,604)    (6,757,635)   (3,173,808)    (33,907,638)

OTHER INCOME:
      Interest income                                    2,831          1,477         15,963         3,424          23,636
      Interest expense                                  (1,810)        (1,572)        (5,283)       (1,572)         (8,294)
      Loss on disposal of property of equipment          1,150              -          1,150             -          (9,610)
      Dividend income                                        -              -              -             -           2,514
                                                   ------------  -------------  ------------- -------------  --------------

NET LOSS                                           $ (1,371,364) $ (1,219,699)  $ (6,745,805) $ (3,171,956)  $ (33,899,392)
                                                   ============  =============  ============= =============  ==============

Net loss per share:
      Basic and diluted net loss per share         $     (0.01)  $      (0.01)  $      (0.05) $       (0.03)
                                                   ============  =============  ============= =============

Weighted average shares outstanding:
      Basic and diluted                            140,735,630    128,257,802    140,687,851   126,082,958
                                                   ============  =============  ============= =============

</TABLE>



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

                                       4
<PAGE>

<TABLE>

<CAPTION>

                                           CYTOGENIX, INC.
                                    (A DEVELOPMENT STAGE COMPANY)

                                       STATEMENT OF CASH FLOWS
                      NINE MONTHS ENDING SEPTEMBER 30, 2007 AND 2006 AND PERIOD
                    FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2007
                                             (UNAUDITED)
                                                                                                    Inception
                                                                                                     Through
                                                                                                   September 30,
                                                                          2007           2006             2007
                                                                    -------------- --------------  ---------------
<S>                                                                 <C>            <C>             <C>

OPERATING ACTIVITIES:
    Net Loss                                                       $ (6,745,805)   $ (3,171,956)   $(33,899,392)
    Adjustments to reconcile net loss to net cash
      used in operating activities:
      Deprecation and amortization                                       48,614          32,572         363,585
      Share-based compensation expense                                3,636,655            --         3,636,655
      Impairment expense                                                   --              --           345,588
      Loss on disposal of property & equipment                           (1,150)           --             9,610
      Accrued interest income on long-term investment-restricted          4,565          (3,424)         (2,827)
      Stock issued for services                                         100,004         275,200       7,846,182
      Stock option expense                                                 --              --         2,062,193
      Equity in losses of joint venture                                    --              --            10,000
      Changes in assets and liabilities:
         Accounts receivable                                                 22          (7,615)         (2,555)
         Inventory                                                      105,025        (450,757)       (316,933)
         Prepaid expenses                                               (18,719)         (2,615)        (33,016)
         Deposits                                                          --              --            (6,399)
         Accounts payable                                                 6,764         168,882         316,638
         Accrued expenses                                               426,671         125,193       2,159,778
                                                                   ------------    ------------    ------------

Net cash used in operation activities                                (2,437,354)     (3,034,520)    (17,510,893)
                                                                   ------------    ------------    ------------

INVESTING ACTIVITIES:
    Purchase of property and equipment                                  (39,290)       (231,339)       (597,401)
    Payment for deposit on building contract                           (245,589)           --          (721,161)
    Issue note receivable                                                  --              --           (25,100)
    Proceeds from (investment in) long-term CD                          115,500         (50,000)        (50,000)
    Investment in joint venture                                            --              --           (10,000)
                                                                   ------------    ------------    ------------

Net cash used in investing activities                                  (169,379)       (281,339)     (1,403,662)
                                                                   ------------    ------------    ------------

FINANCING ACTIVITIES:
    Proceeds from notes payable                                            --            80,000         330,000
    Payment on notes payable                                            (18,634)         (3,866)       (278,466)
    Treasury share sold                                                    --              --         1,290,568
    Purchase of treasury shares                                            --              --           (60,000)
    Buyback of stock warrants                                              --              --              (571)
    Proceeds from stock pending issurance                                  --           155,000            --
    Sale of common stock, net fundraising                                  --         2,166,570      17,137,355
    Sale of common stock for exercised warrants                            --              --           571,999
    Contributions to capital                                               --              --           152,500
                                                                   ------------    ------------    ------------

Net cash provided by (used in) financing activities                     (18,634)      2,397,704      19,143,385
                                                                   ------------    ------------    ------------

NET CHANGE IN CASH                                                   (2,625,367)       (918,155)        228,830
CASH, beginning of period                                             2,854,197       1,307,965            --
                                                                   ------------    ------------    ------------

CASH, end of period                                                $    228,830    $    389,810    $    228,830
                                                                   ============    ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
    Interest paid                                                  $      5,283    $      1,272    $      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
                                   (UNAUDITED)


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 an employment agreement, 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 nine months of
2007 based on the Company's common stock price as of September 30, 2007.

            On June 11, 2007,  CytoGenix,  Inc. (the "Company")  entered into an
amendment (the  "Amendment") to the March 24, 2006 supply agreement (the "Supply
Agreement")  it  previously  entered into with GE Healthcare  Bio-Sciences  Corp
("GEHC").  The Amendment  does not obligate the Company to purchase from GEHC in
2007 genomic DNA kits for use in the  amplification and preparation of cell free
plasmid DNA (the "DNA Kits").  The  Company's  obligation  to purchase a minimum
number of DNA Kits  commences on March 25, 2008 at an aggregate cost of $250,000
for the following 12 months. The initial term of the Amendment ends on March 24,
2008 and the parties may elect to extend the term for three additional years. In
the event the term is so extended,  the  Amendment  provides the Company will be
obligated to purchase a minimum  number of DNA Kits that would cost $500,000 the
second year,  $1,000,000 the third year and $2,000,000 the fourth year,  subject
to GEHC's right to increase the prices each year up to a percentage equal to the
percentage  increase of the producer  price index for drugs and  pharmaceuticals
issued by the U.S. Department of Labor. In addition, the Amendment obligates the
Company to pay GEHC  various  royalty  percentages  of revenue  derived from the
Company's sale of DNA to existing  customers,  customers referred to the Company
by GEHC and any other customer.

         William  Waldroff  and Applied  Veterinary  Genomics,  Inc.  ("AVGI") -
litigation  was  initiated  in March  2004  regarding  the  validity  of license
agreements  for use of our  ssDNA  expression  technology  in  shrimp  and horse




                                       6
<PAGE>

therapeutic  applications.  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.
Waldroff  and AVGI  filed a motion  for a  rehearing  which  was  denied  by the
Appellate  Court,  and  subsequently  filed a Petition for Review with the Texas
Supreme  Court which was also  dismissed.  A final mandate was issued by the 1st
Court of Appeals on August 31, 2007, the security deposit made by the Company to
comply with the trial court's judgment was released, and the funds were returned
to the Company.

         In November 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  pursuing
arbitration  to  determine   obligations   consistent  with  the   circumstances
surrounding  the  former  officer's  resignations.  The  Company  has also filed
counterclaims against the former officers. Following his resignation, the former
CFO filed a Sarbanes Oxley (SOX) Whistleblower  Complaint with the Department of
Labor in January of 2007 submitting complaints against the Company and the Chief
Executive Officer,  Malcolm Skolnick. The SOX complaint was forwarded to the SEC
which made a separate  inquiry.  The Company  submitted  answers to the original
inquiry  and  appointed  a special  investigative  committee  made up of outside
directors. The committee retained an independent, outside attorney to conduct an
investigation  to  determine  the  merits  of the  allegations  made  in the SOX
complaint. The investigation was concluded and a final report was filed with the
SEC by the  independent  investigator  on behalf  of the  special  committee  on
September 5, 2007. The report  included a finding that the  allegations  made in
the SOX complaint are not  supported by the evidence,  are devoid of merit,  and
must be rejected.  The Company has not received any further  communication  from
the  SEC  with  regard  to the SOX  complaint  since  its  initial  request  for
information  in  January  2007.  The  Company  is  preparing  to  arbitrate  the
employment  claims.  Management intends to vigorously defend the actions brought
by the former COO and CFO.

         In October 2006 the Company entered into an earnest money contract with
GSL  Constructors,  Ltd.  for the  construction  of a building in the  Westchase
District of Houston for $3,796,577. A deposit of $475,572 was previously paid by
the Company. Additional payments in 2007 of $245,589 were made for change orders
per the contract.  The second  payment of $474,572 will be due when the facility
is  completed  to dried-in  conditions.  This is expected to occur in the fourth
quarter of 2007.  The balance of the  contract  will be due at closing.  This is
expected to occur in the first or second quarter of 2008.

         Effective as of September 1, 2007, Mr. Taylor and CytoGenix executed an
employment letter (the "Employment  Letter").  Under the terms of the Employment
Letter,  Mr.  Taylor's  employment  will be at-will  and the  employment  may be
terminated  at any  time,  with or  without  cause,  by  either  Mr.  Taylor  or
CytoGenix.  Mr.  Taylor  will  receive  (i) an  initial  annual  base  salary of
$180,000;   (ii)  a  restricted  stock  grant  to  purchase  500,000  shares  of
CytoGenix's  common  stock at a purchase  price of $0.001  per  share;  (iii) an
option to purchase  3,400,000  shares of  CytoGenix  common stock at a price per
share equal to the fair market value of CytoGenix's  common stock at the date of
grant,  vesting over three years with 33.3% of such option shares vesting on the
date of grant and  thereafter  33.3% of such option shares  vesting at the first
and second  anniversaries of the date of grant. Mr. Taylor will be entitled to a
cash bonus of $50,000 if an agreement is executed by CytoGenix in the first year
of his employment that provides for $10,000,000 or more to be paid for CytoGenix
equity  securities  or a cash bonus of $75,000 if an  agreement  is  executed by



                                       7
<PAGE>

CytoGenix in the first year of his employment  that provides for  $20,000,000 or
more to be paid for CytoGenix equity  securities.  Either bonus will be paid 1/2
by CytoGenix at  consummation  of the  transaction  with the remaining 1/2 to be
paid on the first  anniversary  date of the  consummation.  Mr. Taylor will also
receive certain other employee benefits available  generally to all employees or
specifically to executives of CytoGenix,  including participation in CytoGenix's
management incentive bonuses awarded by the board of directors.  Under the terms
of the  Employment  Letter,  if Mr. Taylor is  terminated  by CytoGenix  without
cause, he will be entitled to (i) continued  payment of his then base salary and
provision  of benefits for a period of one year.  As a condition to  employment,
Mr. Taylor signed an Employee Confidentiality,  Intellectual Property Assignment
and Non-Compete Agreement,  which prohibits Mr. Taylor from disclosing CytoGenix
confidential  information and trade secrets,  assigns all intellectual  property
developed by him in the course of employment to CytoGenix and prohibits him from
soliciting  CytoGenix's  employees  during the term of the  agreement  and for a
period of one year following termination of the employment.  As of September 30,
2007,  1,333,334 of option shares have vested and were recorded as  compensation
expense of  $317,486  and the 500,000  shares  have been  recorded as an accrued
liability in the amount of $150,000.  Mr.  Taylor's cash  compensation  has been
recorded  in the  regular  course of  business  as  general  and  administrative
personnel expense along with the other executives of the Company.

         On September 4, and September 5, 2007, CytoGenix,  Inc. (the "Company")
entered into consulting  agreements with Harris Forbes,  Inc., TMS  Investments,
Inc.  and Chasseur  Corporation  (each a  "Consultant"  and,  collectively,  the
"Consultants")  pursuant  to which  each  Consultant  will be issued in  private
placement  transactions  1,000,000  shares of common stock of the  Company,  par
value, $0.001 per share (the "Common Stock"),  in 12 equal monthly  installments
beginning on the effective date of the agreement.  The Consultants  will provide
consulting  services to the Company regarding the Company's plans for growth and
expansion and regarding the Company's business image. The issuance of the Common
Stock is exempt from the  registration  requirements  of the  Securities  Act of
1933, as amended (the "Act"), pursuant to Section 4(2) of the Act and Regulation
D, Rule 506  promulgated  thereunder  because the  transaction did not involve a
public  offering  and the Common  Stock was  offered  and will be issued only to
accredited  investors.  The agreements also provide for the Company to reimburse
the Consultants  reasonable and  accountable  out-of-pocket  expenses,  and each
party to an  agreement  may  terminate it upon  providing 30 days prior  written
notice to the other party.  As of September  30, 2007 a total of 250,011  shares
have been paid to Harris Forbes, Inc. et. al for a value of $85,004.

          As  previously  announced,  the  Board  of  Directors  of the  Company
determined  on  January  29,  2007 to form a special  committee  to  conduct  an
investigation  with respect to the issues  alleged by Lawrence  Wunderlich,  the
Company's  former  chief  financial  officer  and a  former  director,  and take
appropriate  remedial  action  based on the  outcome of the  investigation.  The
members of the  special  committee,  Raymond L.  Ocampo,  Jr. and John J. Rossi,
Ph.D.,  received a report from the special  committee's  counsel on September 6,
2007 (the  "Report"),  and that  report has been  provided  to the full board of
directors and the Securities and Exchange Commission ("SEC").  The Report states
the special  committee  "has  determined  that Mr.  Wunderlich's  claims must be
rejected."  Although  the  independent  investigation  has been  completed,  its
conclusions have been approved by the special  committee and the Report has been
provided to the SEC,  there can be no assurance  that the SEC will not undertake
its own investigation or reach  conclusions  differing from those reached in the
Report.


                                       8


<PAGE>


         On July 9, 2007,  the Company  entered  into two  contracts  with Roban
Construction, Inc. to manage and act as the Company's representative with regard
to the GSL construction project for its new office/lab/production  facility. The
first contract is for the management of the basic structure  construction and is
valued at  $95,000 to be paid in eight  equal  monthly  installments  of $11,875
beginning upon execution of the contract.  The second contract is for management
of the GMP facility and is valued at $128,590 to be paid in eleven equal monthly
installments  of $11,690.  The first  payment to be made upon  execution  of the
contract,  the  second  and third  payments  to be made  during  the  design and
engineering  stage with the  remaining  payments to be made  monthly  during the
construction  phase.  As of September 30, 2007 a total of $ 47,500 has been paid
to Roban Construction, Inc. for services provided under the contracts.

NOTE 3 - Stock Based Compensation

Employee Stock-Based Compensation

         The Board resolved during a regular 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  exercisable.
Employee  stock-based  compensation  expenses  relating to the 2003 stock option
plan was recorded as follows:

                  Research and development                  $1,517,979
                  General and administrative                $2,118,676
                                                            ----------

                  Stock-based compensation                  $3,636,655
                                                            ----------


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

                  Volatility                         86% 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,   PATENT


                                       9


<PAGE>


PORTFOLIO AND APPLICATIONS,  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  September 30, 2007 Compared to Three Months Ended  September
30, 2006.

         For the three months ended  September  30, 2007, we reported a net loss
of  $1,371,364,  or less  than one cent per  share,  and  $2,555 of  revenue  as
compared  with a net loss of  $1,219,699,  or less than one cent per share,  and
$8,115 of revenue for the three months ended September 30, 2006.

         Revenues.  Revenue decreased to $2,555 for the third quarter of 2007 as


                                       10
<PAGE>

compared to revenue of $8,115 during the same period in 2006.  The decrease is a
result of reduced sales of our synthetic DNA.


         Research and Development Expenses.  Research  and  development expenses
decreased  to  $339,658  for the third  quarter of 2007 as  compared to $554,974
during the same  period in 2006.  Approximately  $93,588 is due to a decrease in
expenses associated with sponsored research agreements. Approximately $32,600 is
due to a decrease in lab  supplies  expense  with the  remaining  difference  of
$89,128 due primarily to a decrease in R&D payroll expenses.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $892,919  for the third  quarter  of 2007  compared  to
$355,729  for the same period in 2006.  Legal fees  increased  by  approximately
$139,286 while non-cash,  stock based employee  compensation  costs increased by
$467,486.  These  increases  were  offset by a decrease  in cash based  employee
compensation of $68,371. These three items together accounting for almost all of
the increase of $537,190.

         Consulting Expenses.  Consulting expenses decreased to $126,029 for the
third  quarter of 2007  compared to $282,557  for the same period in 2006.  This
decrease  was  due  to  the  termination  of an  investor  relations  consulting
contract.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses  increased to $16,730 for the third quarter of 2007 compared to $15,017
for the same period in 2006 primarily due to the purchase of additional research
and development equipment.



         Nine Months  Ended  September  30, 2007  Compared to Nine Months  Ended
September 30, 2006.

         For the nine months ended September 30, 2007, we reported a net loss of
$6,745,805, or approximately $.05 per share, and $42,014 of revenue, as compared
with a net loss of $3,171,956,  or approximately  $.03 per share, and $45,295 of
revenue for the nine months ended September 30, 2006.

Revenues.  Revenue  decreased to $42,014 for the nine months ended September 30,
2007 as  compared  to  revenue of $45,295  during the same  period in 2006.  The
decrease is a result of reduced sales of synthetic DNA.


         Research and Development  Expenses.  Research and development  expenses
increased  to  $2,798,032  for the  first  nine  months of 2007 as  compared  to
$1,696,051  during the same period in 2006 due to an  increase of  approximately
$1,517,979 in stock based compensation expenses resulting from awards previously
granted  under  our 2003  stock  option  plan.  This  increase  in  stock  based
compensation expenses was offset by a decrease of approximately  $118,154 in R&D
supplies and research  expenses and a decrease of approximately  $309,793 in R&D
cash compensation.


                                       11
<PAGE>


         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased to $3,785,198  for the first nine months of 2007 compared to
$1,166,715  for the same  period  in 2006 due to an  increase  of  approximately
$1,677,202 in non-cash,  stock based compensation expenses resulting from awards
previously  granted and currently granted under our 2003 stock option plan. This
increase  was offset by a decrease  in other  cash based  employee  compensation
expenses  of  $207,246.  Additional  increases  in  general  and  administrative
expenses  were  due to  increased  accounting  fees  of  approximately  $38,484,
increased  legal  fees  of   approximately   $477,154  and  board  of  directors
compensation  increases of  approximately  $441,474   for  non-cash  stock based
compensation.

         Consulting Expenses.  Consulting expenses decreased to $154,803 for the
first nine months of 2007  compared to $292,667  for the same period in 2006 due
to the termination of an investor relations consulting contract.


         Depreciation   and   Amortization    Expenses.    Depreciation      and
amortization  expenses  increased to $48,614 for the nine months ended September
30,  2007  compared  to  $32,572  for the  same  period  in 2006  primarily  due
additional R&D equipment purchased.


LIQUIDITY AND CAPITAL RESOURCES

         We will  rely on  equity  financing  to  satisfy  our  working  capital
requirements, and have as of September 30, 2007 $228,830 of cash on hand for the
remainder of fiscal year 2007.

         The Company is  obligated to pay  $474,572  pursuant to a  construction
agreement  upon  completion  of dried-in  conditions,  which it expects to occur
prior to December 31, 2007. As of November 1, 2007, the Company does not possess
sufficient  cash to pay this  obligation.  In the event the payment is not made,
the  Company  will be in breach of its  contract  and  could  forfeit  all prior
amounts paid.

         The Company  anticipates  completing  a private  placement  offering of
restricted  common stock which is  scheduled to close on November 15, 2007.  The
Company believes this private  placement  offering as well as other  anticipated
funding efforts should be sufficient to meet its financial  obligations  through
the end of this year as well as for 2008.

The  Company's  ability to continue  operations  through  December 31, 2007 will
depend on its success in obtaining equity  financing in an amount  sufficient to
support its operations through that date. There is no certainty 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,  minimum operating capital of approximately $5.7
million will be needed during calendar year 2008.

         The Company  expects its sources of revenue for the next several  years


                                       12
<PAGE>

to consist  primarily of income generated by the sale of 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  personnel,  significant  additional  research and
development,  preclinical  testing and clinical  trials,  as well as  regulatory
approvals.   These   activities,   together  with  the  Company's   general  and
administrative  expenses,  are  expected to result in  operating  losses for the
foreseeable   future.   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  regulating  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 and
translated  into a protein.  This  antisense  approach  can be  modified so that
internally produced ssDNA sequence contains an additional DNA enzyme sequence in
the central region of the ssDNA sequence which can degrade the target mRNA after
the  sequence  binds to the  targeted  mRNA and  prevents  further  translation.
Aptamers  are ssDNA  sequences  that  directly  bind to the target  proteins  to
inhibit their function.  The Company has  coordinated and performed  experiments
utilizing all these applications.  The results appear in scientific publications
of peer  reviewed  journals  and have been  incorporated  into  numerous  patent
applications in the United States and other  countries,  some of which have been
allowed and issued.

         The  Company's  early  research  and  development  on ssDNA  expression
vectors was  dependent  upon the use of DNA plasmids  produced  using  bacterial
fermentation  techniques.  Plasmids are rings of DNA holding  genetic  sequences
which induce specific  functions in cells.  Plasmids are typically mass produced
using  bacterial  fermentation.  A starter plasmid is designed and assembled and
then inserted  into a bacterium,  typically  E.coli.  Part of the content of the
initial  plasmid is a set of  instructions to guide the bacterium in reproducing
the plasmid.  This set of instructions is typically about half of the plasmid In
the fermentation  process,  as the bacteria reproduce and increase in number, so
do the inserted plasmids of interest.  Eventually,  these plasmids are harvested
and the E.coli DNA, RNA, proteins and cell coat endotoxins are purified out.

         At the time the Company's experiments began, 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 cell-free  process for producing
DNA for therapeutic or vaccine applications (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


                                       13
<PAGE>

users  in the  market.  The  combination  of  pricing,  rapid  manufacture,  and
regulatory  advantages  associated with bacteria-free  production and removal of
the need to purify out the bacterial debris make our products very  competitive.
The Company is currently generating revenues from synDNA(TM) sales.

         The  capacity to make our own DNA  provides  additional  stability  and
value to the Company.  We do not need to undertake the enormous  capital expense
involved in commercial  plasmid  production nor do we need to purchase  clinical
grade plasmids from the existing vendors.

         Our product line includes 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. Challenge
experiments  have shown the  Company's  DNA vaccine for avian flu  protected the
majority of the vaccinated  animals  against lethal doses of the flu virus.  The
Company has entered into  Cooperative  Research and Development  Agreements with
the United  States  Department  of  Agriculture  (USDA) to develop a DNA vaccine
against  Brucellosis and with the United States Army Medical Research  Institute
for  Infectious  Diseases  (USAMRIID) to develop DNA vaccines  against Ebola and
equine encephalitis virus. The Company is pursuing other CRADA's, which generate
no  revenue,  as well as  contracts  and  grants  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.


                                       14
<PAGE>


INTELLECTUAL PROPERTY MATTERS:

         In the quarter  ending  September  30,  2007,  the Company  filed a new
provisional patent application covering an enrichment procedure used to identify
novel  sequences  effective in killing  specific  types of antibiotic  resistant
bacteria.  This  expands our patent  holdings to a total of 70 patents or patent
applications.  We currently have 13 granted patents (US and foreign)  pertaining
to our synDNATM in vivo  expression  technology and 57 (US and foreign)  pending
patent  applications  covering  improvements  made to our  single  stranded  DNA
expression vectors and synDNATM technology platforms, including therapeutics for
herpes  infections  and  anti-bacterials,  as  well as our  synDNATM  technology
platform which includes applications for various synDNATM vaccines.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         As of  September  30, 2007 the Company is no longer  required to hold a
restricted  long-term CD  (Certificate  of Deposit)  investment for the Waldroff
litigation  matter  discussed  above.  The case has been decided in favor of the
Company and has proceeded through all phases of appeal.  The long-term CD in the
amount of $122,000  including  earned  interest at the rate of 3.4% annually has
been released and returned to the Company.

ITEM 4.  CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

         Under the  supervision  and with the  participation  of our management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of our disclosure controls and procedures,  as such term
is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of
1934, as amended,  (the "Exchange  Act"), as of the end of the period covered by
this report.

         At  September  30,  2007  the  Company  has  concluded   that  material
weaknesses  over the Company's  internal  control over  financial  reporting are
still in existence. These material weaknesses in internal control over financial
reporting  constitute  a  weakness  in the  Company's  disclosure  controls  and
procedures.  Based  on  these  weaknesses  and  the  evaluation,  our  principal
executive officer and principal  financial officer concluded that our disclosure
controls and  procedures  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 remedying its control  deficiencies.  Remediation of the
identified  material weakness in internal controls over financial reporting will
be addressed  and modified as needed until all necessary  internal  controls are
implemented  and operate for a period of time,  are tested,  and the Company and
its  auditors are able to conclude  that such  internal  controls are  operating
effectively.  Effective with the quarter ending  September 30, 2007, the Company
has a controller in addition to a Chief Financial Officer. Under this structure,


                                       15
<PAGE>

the Company has (i) effected  increased  segregation of duties between the check
issuance, the check signature, and the bank statement reconciliation  functions,
(ii) developed  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.  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

BREACH OF CONTRACT ACTION

         Waldroff and Applied Veterinary  Genomics,  Inc. - Litigation initiated
in March 2004 regarding the validity of license  agreements for use of our ssDNA
expression  technology  in shrimp  and  horse  therapeutic  applications,  which
initially  resulted in entry of a judgment against  CytoGenix,  was successfully
appealed by the  Company in  December  of 2006 with a finding  that there was no
obligation  for  CytoGenix  to honor  the  contracts  or to pay  opposing  party
attorney  fees.  Waldroff and Applied  Veterinary  Genomics filed a motion for a
rehearing,  which was denied by the Appellate Court,  and  subsequently  filed a
Petition for Review with the Texas Supreme Court which was also  dismissed.  The
case has been  finalized  through all available  appeal  proceedings in favor of
CytoGenix,  and a final mandate was issued by the 1st Court of Appeals on August
31,  2007.  The  security  deposit  made by the Company to comply with the trial
court's  judgment has been  released (in the amount of $115,000 plus interest of
3.4%) and the funds returned to the Company.

EMPLOYMENT ACTIONS

         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 following his resignation, the former CFO filed a Sarbanes Oxley
(SOX)  Whistleblower  Complaint  with the  Department of Labor (DOL)  submitting
complaints  against  the  Company  and  the  Chief  Executive  Officer,  Malcolm
Skolnick.  The SOX  complaint  was  forwarded  to the SEC which  made a separate
inquiry.  The Company  submitted answers to the original inquiry and appointed a
special investigative committee of outside directors. The committee commissioned
an independent, outside attorney to investigate the merits of the allegations in
the SOX complaint, submitted a Preliminary Report with the SEC on June 12, 2007,
and a Final  Report on  September  5, 2007  which  included  a finding  that the
allegations  made in the SOX complaint  are not  supported by the evidence,  are
devoid of merit,  and must be  rejected.  The Company has not  received  further
communication  from the SEC with regard to the SOX  complaint  since its initial
request for  information  in January 2007. The Company is preparing to arbitrate
the  employment  claims.  Management  intends to  vigorously  defend the actions
brought by the former COO and CFO.


                                       16
<PAGE>


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In the three months ended September 30, 2007, CytoGenix issued 250,011 shares of
restricted  common stock to outside  consultants  for services valued at $85,004
and 60,000  shares of  restricted  stock to four outside  board of directors for
services  valued at $15,000 and no shares of  preferred  stock.  The issuance of
these shares is exempt from the registration  requirements of the Securities Act
of 1933 due to the exemption in Section 4(2).









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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)

            3.6*        Bylaws of Cryogenic Solutions, Inc.

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

            10.1        Employment  Letter  with Greg  Taylor  (incorporated  by
                        reference  to Form 8-K  filed  with the  Securities  and
                        Exchange Commission on September 6, 2007)

            10.2        Contract  with  Harris  Forbes,  Inc.  (incorporated  by
                        reference to form 8-K filed with the Securities Exchange
                        Commission on September 10, 2007)

            10.3        Contract with TMS  Investments,  Inc.  (incorporated  by
                        reference to form 8-K filed with the Securities Exchange
                        Commission on September 10, 2007)

            10.4        Contract  with  Chasseur  Corporation  (incorporated  by
                        reference to form 8-K filed with the Securities Exchange
                        Commission on September 10, 2007)

            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 Executive Officer



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


                                      18
<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: November 14, 2007                    By:  /s/  Malcolm Skolnick
                                                 ---------------------
                                                   Malcolm Skolnick
                                                   President and
                                                   Chief Executive Officer





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