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 June 30, 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                                               76-0484097
            ------                                               ----------
 (State or other jurisdiction of                               (IRS Employer
  incorporation or organization)                             Identification No.)


            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, a  non-accelerated  filer, or a smaller  reporting
company.  See definitions of "large accelerated filer",  "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated      Accelerated       Non-accelerated       Smaller reporting
filer [ ]              filer [ ]         filer [ ]             company [X]

         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 August 29, 2008 was 152,946,843.




<PAGE>
                                TABLE OF CONTENTS


                          PART I FINANCIAL INFORMATION


ITEM 1.     Financial Statements


            Balance Sheets as of June 30, 2008 (Unaudited)
            and December 31, 2007                                              3

            Statements of Operations for the three and six months
            ended June 30, 2008 and 2007 (Unaudited)                           4

            Statements of Cash Flows for the six months ended
            June 30, 2008 and 2007(Unaudited)                                  5

            Notes to Financial Statements (Unaudited)                          6

ITEM 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                               12

ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk        17

ITEM 4.     Controls and Procedures                                           17


                       PART II OTHER INFORMATION


ITEM 1.     Legal Proceedings                                                 18

ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds       19

ITEM 6.     Exhibits                                                          19


SIGNATURES                                                                    20









<PAGE>
<TABLE>
<CAPTION>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

CYTOGENIX, INC.
BALANCE SHEETS

                                                                           June 30,     December 31,
                                                                             2008           2007
                                                                         (Unaudited)
            ASSETS                                                      ------------    ------------
<S>                                                                     <C>             <C>

Current Assets:
           Cash                                                         $     25,384      $ 162, 042
           Inventory                                                         227,481         252,144
           Receivables and other current assets                               24,968          44,292
                                                                        ------------    ------------
                       Total Current Assets                                  277,833         458,478

Property and equipment, net                                                  206,206         237,354

Deposits                                                                       6,399           6,399
Long-term investments - restricted                                              --            53,402
                                                                        ------------    ------------
                       Total Assets                                     $    490,438    $    755,633
                                                                        ============    ============


            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
         Long-term debt, current portion                                $       --      $     27,678
         Accounts payable                                                    772,169         388,463
         Accrued expenses                                                  1,756,515       1,532,344
                                                                        ------------    ------------
                       Total Current Liabilities                           2,528,684       1,948,485

         Long-term debt, less current portion                                   --            17,336
                                                                        ------------    ------------
                       Total Liabilities                                   2,528,684       1,965,821
                                                                        ------------    ------------


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' 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,
           152,946,843 and 146,309,719 share issued and outstanding
           as of  June 30, 2008 and December 31, 2007, respectively          152,947         146,310

        Additional paid-in capital                                        38,162,135      36,999,514

        Treasury stock                                                      (629,972)       (629,972)

        Accumulated deficit                                              (39,723,356)    (37,726,040)
                                                                        ------------    ------------
                       Total Stockholders' Deficit                        (2,038,246)     (1,210,188)
                                                                        ------------    ------------
                       Total Liabilities and Stockholders' Deficit      $    490,438    $    755,633
                                                                        ============    ============



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




                                       3
<PAGE>


                                 CYTOGENIX, INC.

                            STATEMENTS OF OPERATIONS
               THREE AND SIX MONTHS ENDING JUNE 30, 2008 AND 2007
                                   (UNAUDITED)


                                      Three Months Ended                       Six Months Ended
                                June 30,              June 30,           June 30,            June 30,
                                  2008                  2007               2008                2007
                              -------------       -------------       -------------       -------------
                                                   (Restated)                               (Restated)



REVENUES                      $      15,188       $      39,459       $      28,348       $      39,459

COSTS OF REVENUES                     8,012              12,248              18,366              12,248
                              -------------       -------------       -------------       -------------

       GROSS MARGIN                   7,176              27,211               9,982              27,211

COSTS AND EXPENSES:
      Research and
      development                   290,506             460,545             537,925           1,326,825

      General and
      administrative                786,100             552,441           1,340,665           1,251,157

      Consulting expense             14,474              20,743              66,483              28,774

      Depreciation and
      amortization                   15,288              16,442              31,148              31,884
                              -------------       -------------       -------------       -------------
LOSS FROM OPERATIONS             (1,099,192)         (1,022,960)         (1,966,239)         (2,611,429)

OTHER INCOME:
      Interest income                  --                11,579                 517              13,132

      Interest expense              (14,869)             (1,851)            (31,594)             (3,473)
                              -------------       -------------       -------------       -------------

NET LOSS                      $  (1,114,061)      $  (1,013,232)      $  (1,997,316)      $  (2,601,770)
                              =============       =============       =============       =============

Net loss per share:
      Basic and diluted
      net loss per share      $       (0.01)      $       (0.01)      $       (0.01)      $       (0.02)
                              =============       =============       =============       =============

Weighted average shares
outstanding:
      Basic and diluted         149,159,551         140,663,961         147,884,162         140,663,961
                              =============       =============       =============       =============




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




                                       4
<PAGE>



                                 CYTOGENIX, INC.
                            STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDING JUNE 30, 2008 AND 2007
                                   (UNAUDITED)

                                                                   2008          2007
                                                                              (Restated)
OPERATING ACTIVITIES:                                          -----------    -----------
     Net Loss                                                  $(1,997,316)   $(2,601,770)
     Adjustments to reconcile net loss to net cash
            used in operating activities:
            Depreciation and amortization                           31,148         31,884
            Share-based compensation expense                       638,472        546,499
            Accrued interest income on long-term investment-
            restricted                                                --           (3,124)
            Changes in assets and liabilities:
               Receivables and other current assets                 19,324        (54,973)
               Inventory                                            24,663         97,075
               Accounts payable                                    383,706        (44,746)
               Accrued expenses                                    553,957        244,598
                                                               -----------    -----------
Net cash used in operation activities                             (346,046)    (1,784,557)
                                                               -----------    -----------

INVESTING ACTIVITIES:
     Proceeds from restricted long term
     Investment                                                     53,402           --
     Purchase of property and equipment                               --          (33,336)
     Payments for deposit on building contract                    (300,000)      (245,589)
                                                               -----------    -----------
Net cash used in investing activities                             (246,598)      (278,925)
                                                               -----------    -----------

FINANCING ACTIVITIES:
     Payment on notes payable                                      (45,014)       (12,283)
     Proceeds from notes payable  related party                    300,000           --
     Proceeds from stock subscriptions                             201,000           --
                                                               -----------    -----------

Net cash provided by (used in) financing activities                455,986        (12,283)
                                                               -----------    -----------
NET CHANGE IN CASH                                                (136,658)    (2,075,765)
CASH, beginning of period                                          162,042      2,854,197
                                                               -----------    -----------
CASH, end of period                                            $    25,384    $   778,432
                                                               -----------    -----------


SUPPLEMENTAL CASH FLOW INFORMATION:
     Interest paid                                             $     1,808    $     1,851

     Income taxes paid                                         $      --      $      --


NONCASH TRANSACTIONS:
      Note payable converted
      to common stock                                          $   329,786    $      --

</TABLE>


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



                                       5
<PAGE>


                                 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/A, have been omitted.

NOTE 2 - RELATED PARTY TRANSACTION

The Company  entered into a loan agreement dated January 7, 2008 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.  In June  2008,  KV  Mechanical
Construction  and  Restoration  Company,  Inc.  elected to  convert  its loan of
$300,000 and accrued  interest of $29,786 to 2,638,291  shares of the  Company's
common stock.

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 six months of 2008 based on the
Company's common stock price as of June 30, 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.



                                       6
<PAGE>


Frank Vazquez and Lawrence Wunderlich v. CytoGenix, Inc.

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.

On June 30, 2008, CytoGenix, Inc. (the "Company"), Lawrence Wunderlich and Frank
Vazquez entered into a Settlement  Agreement and Mutual Release (the "Settlement
Agreement")  regarding arbitration No. 70 144 08333 06, styled Frank Vazquez and
Lawrence  Wunderlich  v.  CytoGenix,   Inc.,  before  the  American  Arbitration
Association in Houston,  Texas, (the "Arbitration").  Pursuant to the Settlement
Agreement, all claims of Messrs. Vazquez and Wunderlich against the Company, and
all claims of the Company  against each of Messrs.  Vazquez and Wunderlich  have
been  released,  acquitted  and forever  discharged.  The  Settlement  Agreement
obligates the Company to issue to (i) Mr. Wunderlich  warrants to acquire, on or
before June 30, 2011, 1,066,666 shares, 1,066,667 shares and 1,066,667 shares of
the  Company's  common  stock at  exercise  prices  of $0.05,  $0.10 and  $0.15,
respectively,  and (ii) Mr. Vazquez  warrants to acquire,  on or before June 30,
2011, 666,666 shares,  666,667 shares and 666,667 shares of the Company's common
stock at  exercise  prices of $0.05,  $0.10 and $0.15,  respectively.  Under the
Settlement  Agreement  the Company is also  obligated  to pay  $150,000  each to
Messres.  Vazquez and Wunderlich in equal monthly installments ($3,125 per month
to each) over a four-year period commencing October 1, 2008.

In a letter  from the  Department  of Labor -  Occupational  Safety  and  Health
Administration  ("OSHA") dated June 30, 2008  addressed to Lawrence  Wunderlich,
Mr. Wunderlich was informed that OSHA approved the Settlement  Agreement and was
"closing  the  investigation  of the . . .  complaint"  previously  filed by Mr.
Wunderlich  with OSHA under  Section 806 of the  Corporate  and  Criminal  Fraud
Accountability  Act,  Title VIII of the  Sarbanes-Oxley  Act of 2002,  18 U.S.C.
Section 1514A.

NOTE 4 - STOCK-BASED COMPENSATION

Employee Stock-Based Compensation

At June 30, 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.

The  following  compensation  expense was recorded for the six months ended June
30, 2008,  which  includes  $118,299  associated  with the issuance of 2,000,000
options in the second quarter of 2008 to Directors in exchange for the return of
117,000 shares previously issued to them as Director compensation:

Research and development                    $   31,814
General and administrative                     345,939
                                            ----------
         Stock-based compensation           $  388,753
                                            ----------



                                       7
<PAGE>
<TABLE>
<CAPTION>

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             1.86% to 4.50%
         Dividend Yield                     0.00%
         Expected Term (years)              10.00

A summary for our  stock-based  compensation  activity  for the six months ended
June 30, 2008 is presented below:
                                                                          Average        Aggregated
                                                        Average            Life             Fair
                                        Options         Price (1)        (years)(2)         Value
                                      -----------      -----------      -----------      -----------
<S>                                   <C>              <C>              <C>              <C>
Outstanding at December 31, 2007       24,286,000      $      0.48             6.85      $11,059,071

      Granted                           2,000,000             0.06            10.00          120,000
      Exercised                              --               --                                --
      Forfeited/expired                      --               --                                --
                                      -----------      -----------      -----------      -----------

Outstanding  at June 30, 2008          26,286,000      $      0.43             7.28      $11,179,071
                                      ===========      ===========      ===========      ===========

Exercisable at June 30, 2008           24,019,333      $       4.4             7.28      $10,567,071



(1) Weighted-average exercise price
(2) Weighted-average contractual life remaining

NOTE 5 -WARRANTS

On June 30, 2008, the Company issued  warrants to former  employees,  as part of
the settlement  agreement  discussed in Note 3, to purchase  5,200,000 shares of
our common stock with an exercise  price equal to $0.05 per share for  1,733,332
of the  warrants,  $0.10 per share for  1,733,334  of the warrants and $0.15 per
share for the remaining 1,733,334 warrants. These options vested immediately and
have a term of three years.  We estimated  the fair value of these options using
the Black-Scholes  method with assumptions  including:  (1) term of three years;
(2) a computed  volatility  rate of 152%;  (3) a discount  rate of 2.91% and (4)
zero  dividends.  The fair value of these  warrants was estimated to be $196,849
and is included in general and administrative  expenses for the six months ended
June 30, 2008.



                                       8
<PAGE>

Summary of warrant and option information at June 30, 2008 is as follows:

                           Weighted
                             Avg.      Outstanding
                           Exercise    Beginning of                      Forfeitures                      Outstanding End
                             Price       Period        New Grants      and Cancellations     Exercises       of Period
                             -----       ------        ----------      -----------------     ---------       ---------
Year ended
December 31, 2007                          -                -                  -                 -                -

2008 Activity:
2008 Grants                $0.05                        1,733,332              -                 -            1,733,332
2008 Grants                $0.10                        1,733,334              -                 -            1,733,334
2008 Grants                $0.15                        1,733,334              -                 -            1,733,334
                                ---------------------------------------------------------------------------------------
June 30, 2008              $0.10           -            5,200,000              -                 -            5,200,000
                                ---------------------------------------------------------------------------------------

</TABLE>

NOTE 6 - 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 7 - COMMON STOCK

In the six months ended June 30, 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 $201,000 for 3,297,917 common shares.  Also, the
Company issued  249,999 shares with a value of $40,000 for services  rendered to
outside  consultants  (83,333 shares were issued each to TMS Investments,  Inc.,
Harris  Forbes,  Inc.,  and  Chasseur  Corporation).  Also  the  Company  issued
2,638,291  shares for the  conversion  of a note  payable and  accrued  interest
totaling $329,786.

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
<PAGE>
<TABLE>
<CAPTION>


NOTE 8 - 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
$2,772,670  in the six months  ending June 30, 2007.  The  restatement  impacted
certain line items within cash flow from operations,  but had no effect on total
cash  flows from  operations  and did not impact  cash flows from  financing  or
investing  activities.  This  restatement  had no impact on the  balance  sheet,
statement  of  operations  or the net  decrease  in cash  and  cash  equivalents
reported in the statements of cash flows for any periods reported prior to March
31, 2007.


The effect of the  restatement  on specific items in the statement of operations
is as follows:



                                                           June 30, 2007
                                          --------------------------------------------
                                          As Previously
                                            Reported      Adjustments      As Restated
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
COSTS AND EXPENSES:

      Research and development            $  2,458,374    $ (1,131,549)   $  1,326,825

      General and administrative             2,892,278      (1,641,121)      1,251,157


LOSS FROM OPERATIONS                        (5,384,099)      2,772,670      (2,611,429)


NET LOSS                                    (5,374,440)      2,772,670      (2,601,770)



                                       10
<PAGE>


The effect of the  restatement  on specific items in the statement of cash flows
is as follows:


                                                                  June 30, 2007
                                                 --------------------------------------------
                                                 As Previously
                                                   Reported      Adjustments      As Restated
OPERATING ACTIVITIES:                            ------------    ------------    ------------

      Net Loss                                   $(5,374,440)    $ 2,772,670     $(2,601,770)
      Adjustments to reconcile net loss to net
      cash

         Share-based compensation expense          3,319,169      (2,772,670)        546,499


Net cash used in operating activities             (1,784,557)           --        (1,784,557)


</TABLE>

NOTE 9 - SUBSEQUENT EVENTS

On July 3, 2008, the Company issued  3,000,000  warrants to its Vice President -
Legal Counsel that become vested  immediately,  have an exercise  price of $0.06
and expire on July 3, 2018 if not exercised by such date.

On August 9, 2008, the Board of Directors appointed Randy Moseley as a member of
the Board of Directors.

On August 18, 2008,  Malcolm  Skolnick  resigned as President,  Chief  Executive
Officer and director of the  company.  Also on this same date Raymond L. Ocampo,
Jr. and Scott Parazynski, MD, resigned as members of the Board of Directors.

On August 18, 2008, Randy Moseley, a member of the Company's Board of Directors,
was elected Interim Chief Executive Officer and Chairman of the Board.

On August 18,  2008,  the  Company's  Board of  Directors  approved  the Company
signing   a  bridge   loan   agreement   for  up  to   $900,000   with   Certain
Lenders("Lenders") upon certain conditions precedent being met by the Company.

On September 2, 2008,  the United States Patent and Trademark  Office issued the
Company  Patent No. US 7,419,964  for the  Company's US Patent  Application  No.
10/313,828.  This patent covers the ssDNA ICP4  expression  vector acting as the
active ingredient in the Company's topical anti-Herpes preparation.

On September  18, 2008,  the Board of Directors  appointed  Randy Moseley as the
Company's Principal Financial Officer.

                                       11
<PAGE>


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.



                                       12
<PAGE>

Company Overview

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(TM)) 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(TM) 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(TM) to conventional, bacteria-grown plasmids have demonstrated synDNA(TM)
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 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.


                                       13
<PAGE>

Results of Operations

Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007.
--------------------------------------------------------------------------------

         For the three  months  ended June 30,  2008,  we reported a net loss of
$1,114,061,  or less than one cent per share, and revenue of $15,188 as compared
with a net loss of $1,013,232,  or less than one cent per share,  and revenue of
$39,459 for the three months  ended June 30, 2007.  Revenue for the three months
ended June 30, 2008 and 2007 resulted from the sale of synDNA.

         Research and Development  Expenses.  Research and development  expenses
decreased  to  $290,506  for the second  quarter of 2008 as compared to $460,545
during the same  period in 2007 due  primarily  to a decrease  of  approximately
$81,000 in payroll  related  expenses as the result of having fewer employees in
2008, and a decrease of $65,100 in the cost of DNA materials and lab supplies as
the Company's  research and development  activities  declined in 2008 due to the
lack of funds.

         General  and  Administrative   Expenses.   General  and  administrative
expenses  increased  to  $786,100  for the second  quarter of 2008  compared  to
$552,441  for  the  same  period  in  2007  primarily  due to the  increases  of
approximately  $389,605 in expense  recorded  for options  and  warrants  issued
during 2008(of which  approximately  $223,197 related to the settlement with two
former executive  officers),  $23,800 in accounting related expenses and $20,000
in  investor  relations  expenses  and  decreases  of  $136,522  in legal  fees,
primarily due to the settling of the Sarbanes-Oxley  whistleblower complaint and
an arbitration  complaint  filed by two former  executive  officers in 2007, and
$71,200 in payroll and board of directors expenses.

         Consulting  Expenses.  Consulting expenses decreased to $14,474 for the
second  quarter of 2008  compared to $20,743  for the same period in 2007.  This
decrease was due to a reduction in the costs of financial  consultants  retained
to advise the Company regarding financing options.

         Depreciation and Amortization  Expenses.  Depreciation and amortization
expenses decreased to $15,288 for the second quarter of 2008 compared to $16,442
for the same period in 2007 due primarily to there being no equipment  purchased
during  this  period  and  some  of  the  older  equipment  reaching  the  fully
depreciated stage.

         Interest Expense.  Interest expense increased  approximately $13,018 to
$14,869 for the second quarter of 2008 compared to $1,851 for the same period in
2007 due to a loan from a related party.



Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007.
--------------------------------------------------------------------------------

         For the six  months  ended  June 30,  2008,  we  reported a net loss of
$1,997,316,  or less than one cent per share, and revenue of $28,348 as compared
with a net loss of $2,601,770,  or less than one cent per share,  and revenue of
$39,459 for the six months ended June 30, 2007. Revenue for the six months ended
June 30, 2008 and 2007, respectively resulted from the sale of synDNA.



                                       14
<PAGE>

         Research and Development  Expenses.  Research and development  expenses
decreased  to  $537,925  for the six months  ended June 30,  2008 as compared to
$1,326,825  during the same  period in 2007 due to a decrease  of  approximately
$355,000 in equity award  expenses in 2008.  The cost of DNA  materials  and lab
supplies  declined by  approximately  $105,000 in the six months  ended June 30,
2008 from the same period in 2007. The payroll  expenses related to R&D declined
by  approximately  $81,000 in 2008 as the number of employees decreased in 2008.
Additionally,  R&D consulting expenses declined by approximately $99,000 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 increased to $1,340,665 for the six months ended June 30, 2008 compared
to  $1,251,157  for the same  period in 2007  primarily  due to the  increase in
auditing and investor relations expenses.

         Consulting  Expenses.  Consulting expenses increased to $66,483 for the
six months ended June 30, 2008  compared to $28,774 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 decreased to $31,148 for the six months ended June 30, 2008 compared to
$31,884 for the same period in 2007 due  primarily  to there being no  equipment
purchased during this period and some of the older equipment  reaching the fully
depreciated stage.

         Interest Expense.  Interest expense increased  approximately $28,121 to
$31,594 for the six months  ended June 30, 2008  compared to $3,473 for the same
period in 2007 due to a loan from a related party.

Liquidity and Capital Resources

We had minimal  revenues for the three months and six month  periods  ended June
30, 2008 and 2007.

Our working  capital  deficit  increased by $760,844 to ($2,250,851) at June 30,
2008 compared to  ($1,490,007)  at December 31, 2007.  This deficit is primarily
due to lack of revenues while we are  continuing to incur ordinary  research and
development and operating expenses.

Our cash flows from  operations  were negative  during the six months ended June
30,  2008  and  2007,  respectively,  due  to  our  lack  of  revenues  and  the
continuation  of research  and  development  and  operating  costs.  Our primary
funding  sources during the six months ended June 30, 2008 came from $300,000 in
related  party  loans and  $201,000  from stock  subscriptions.  Also there were
repayments  on debt  of  $45,014.  The  resulting  cash  provided  by  financing
activities was $455,986.

We consumed $346,046 in cash from operating  activities for the six months ended
June 30, 2008 compared with $1,784,557 for the six months ended June 30, 2007.

We had a net loss of  $1,114,061,  $1,013,232,  $1,997,316,  and  $2,601,770  or
$0.01, $0.01, $0.01, and $0.02 per share for the three and six months ended June
30, 2008 and 2007, respectively.



                                       15
<PAGE>

Our financial  statements  are prepared using  principles  applicable to a going
concern,  which  contemplates  the  realization  of assets  and  liquidation  of
liabilities  in  the  normal  course  of  business.  However,  we  do  not  have
significant cash or other material liquid assets,  nor do we have an established
source of revenue  sufficient  to cover our  operating  costs and to allow us to
continue  as a going  concern.  We may, in the  future,  experience  significant
fluctuations  in our  results  of  operations.  If we  are  required  to  obtain
additional debt and equity financing or our illiquidity could suppress the value
and price of our shares if and when trading in those shares  develops.  However,
our future offerings of securities may not be undertaken, and if undertaken, may
not be successful or the proceeds  derived from these offerings may be less than
anticipated  and/or may be insufficient to fund operations and meet the needs of
our  business  plan.  Our current  working  capital is not  sufficient  to cover
expected  cash  requirements  for 2008 or to bring us to a  positive  cash  flow
position. If we do not raise sufficient capital to execute our business plan, it
is possible that we will not be able to continue as a going concern.

The Company is currently operating at a loss and 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.

We are attempting to raise additional  capital through bridge loans and sales of
common stock either through private  placements or public offerings,  as well as
seeking other sources of funding.  There are no assurances that the Company will
be able to achieve a level of revenues adequate to generate sufficient cash flow
from operations or obtain the additional financing through private placements or
public offerings to support the investment in the Company's technologies.  It is
possible that  additional  equity  financing will be highly dilutive to existing
shareholders.  If these funds are not available the Company may not continue its
operations or execute its business plan.

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  synDNA(TM)  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 synDNA(SM)  technology  platform including
various applications of synDNA(SM) - based vaccines.



                                       16
<PAGE>

On September 2, 2008,  the United States Patent and Trademark  Office issued the
Company  US  Patent  7,419,964  for the  Company's  US  Patent  Application  No.
10/313,828.  This patent covers the ssDNA ICP4  expression  vector acting as the
active ingredient in the Company's topical anti-Herpes preparation.

ITEM  3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

NONE.


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 June 30, 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 June 30, 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.






                                       17
<PAGE>

                           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 pursued  arbitration
to resolve  claims by Messrs Vazquez and  Wunderlich  and  counterclaims  by the
Company.

On June 30, 2008, CytoGenix, Inc. (the "Company"), Lawrence Wunderlich and Frank
Vazquez entered into a Settlement  Agreement and Mutual Release (the "Settlement
Agreement")  regarding arbitration No. 70 144 08333 06, styled Frank Vazquez and
Lawrence  Wunderlich  v.  CytoGenix,   Inc.,  before  the  American  Arbitration
Association in Houston,  Texas, (the "Arbitration").  Pursuant to the Settlement
Agreement, all claims of Messrs. Vazquez and Wunderlich against the Company, and
all claims of the Company  against each of Messrs.  Vazquez and Wunderlich  have
been  released,  acquitted  and forever  discharged.  The  Settlement  Agreement
obligates the Company it issue to (i) Mr. Wunderlich  warrants to acquire, on or
before June 30, 2011, 1,066,666 shares, 1,066,667 shares and 1,066,667 shares of
the  Company's  common  stock at  exercise  prices  of $0.05,  $0.10 and  $0.15,
respectively,  and (ii) Mr. Vazquez  warrants to acquire,  on or before June 30,
2011, 666,666 shares,  666,667 shares and 666,667 shares of the Company's common
stock at  exercise  prices of $0.05,  $0.10 and $0.15,  respectively.  Under the
Settlement  Agreement  the Company is also  obligated  to pay  $150,000  each to
Messres.  Vazquez and Wunderlich in equal monthly installments ($3,125 per month
to each) over a  four-year  period  commencing  October  1, 2008.  Copies of the
Settlement Agreement and a form of warrant were attached to a Form 8-K filing on
July 7, 2008 and are incorporated herein by reference. The foregoing description
of the terms and  provisions  thereof is a summary only, and is qualified in its
entirety by reference to the Settlement Agreement.

In a letter  from the  Department  of Labor -  Occupational  Safety  and  Health
Administration  ("OSHA") dated June 30, 2008  addressed to Lawrence  Wunderlich,
Mr. Wunderlich was informed that OSHA approved the Settlement  Agreement and was
"closing  the  investigation  of the . . .  complaint"  previously  filed by Mr.
Wunderlich  with OSHA under  Section 806 of the  Corporate  and  Criminal  Fraud
Accountability  Act,  Title VIII of the  Sarbanes-Oxley  Act of 2002,  18 U.S.C.
Section 1514A.  OSHA provided the Company a copy of this letter and it was filed
as an exhibit to the Form 8-K filed on July 7, 2008 and is  incorporated  herein
by reference.




                                       18
<PAGE>

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

In April 2008,  the Company  issued  833,333  shares of common stock,  par value
$0.001 per shares at a price of $0.06 per shares, for gross proceeds of $50,000,
in conjunction with its private placement.

In April 2008,  the Company  issued  750,000  shares of common stock,  par value
$0.001 per shares for consulting services valued at $45,000.

In June 2008, the Company  issued  2,638,291  shares of common stock,  par value
$0.001 per shares for the  conversion  of a note  payable and  accrued  interest
totaling $329,786.

The issuance of these shares was exempt from the  registration  requirements  of
the Securities Act of 1933 under Section 4(2) thereof.



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**     Amendment  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)
--------------------------------------------------------------------------------


                                       19
<PAGE>

--------------------------------------------------------------------------------
          10.1**    Loan Agreement dated January 7, 2008 between CytoGenix, Inc.
                    and KV Mechanical Construction and Restoration Co., Inc.
--------------------------------------------------------------------------------
          10.2**    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
                    Officer
--------------------------------------------------------------------------------
          31.2      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. ** Previously filed.

(b)  8k Filings

 On April 17,  2008,  the Company  filed a Form 8K, Item 5.02,  to announce  the
entering into an employment agreement with its Chief Financial Officer.

On June 30, 2008,  the Company  filed a Form 8K, Items 1.01,  2.03 and 3.02,  to
announce  that the Company had entered into a settlement  agreement  with former
employees of the Company.

On August 7, 2008,  the  Company  filed a Form 8K, Item 5.02,  to  announce  the
resignation of two of the Company's Scientists.

On August 21, 2008,  the Company filed a Form 8K, Items 5.02,  5.05 and 8.01, to
announce  (i) the  resignation  of the  Company's  Chief  Executive  Officer and
Chairman of the Board,  and two of the  Company's  outside  directors;  (ii) the
appointment of Randy Moseley,  a member of the Company's board of directors,  to
the position of Interim Chief Executive Officer and Chairman of the Board; (iii)
the  amendment  of the  Company's  Code of  Ethics  so that  the  duties  of the
Corporate Committee are now assigned to the entire Board of Directors, until the
board  grows to include a minimum of five  members;  and (iv) the  approval of a
bridge loan that will become effective upon certain  conditions  precedent being
met by the Company.

                                   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: September 19, 2008                   By:  /s/  Randy Moseley
                                                 ------------------
                                                 Randy Moseley
                                                 Interim Chief Executive Officer



                                       20