CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


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

For the quarterly period ended September 30, 2004

        [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition  period from  ___________  to  ____________.

Commission file number:  0-26807

                                 CYTOGENIX, INC.
        (Exact name of small business issuer as specified in its charter)

                NEVADA                                      76-0484097
                ------                                      ----------
  (State or other jurisdiction of incorporation     (IRS Employer Identification
    or organization)                                  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

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

   As of September 30, 2004, 103,441,502 shares of the issuer's common stock was
outstanding.

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




<PAGE>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)



                                     ASSETS
                                     ------
CURRENT ASSETS:
     Cash                                                          $    132,307
     Prepaid expenses                                                    20,374
                                                                   ------------
           Total current assets                                         152,681

Property and equipment, net of $141,967 accumulated depreciation         72,956
Deposits                                                                  6,399
                                                                   ------------
           Total assets                                            $    232,036
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
    Accounts payable                                               $    217,522
     Accrued expenses                                                   270,065
                                                                   ------------
           Total current liabilities                                    487,587
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 300,000,000 shares authorized,
          103,441,502 shares issued and outstanding                     103,441
    Additional paid-in capital                                       18,759,912
    Treasury stock                                                     (629,972)
    Deficit accumulated during the development stage                (18,488,932)
                                                                   ------------
           Total stockholders' deficit                                 (255,551)
                                                                   ------------

           Total liabilities and stockholders' deficit             $    232,036
                                                                   ============



<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            Statements of Operations
       THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2004
                                   (UNAUDITED)

                                                                                                             Inception
                                                  Three Months                      Nine Months               Through
                                                  September 30,                     September 30,           September 30,
                                        ------------------------------    ------------------------------    -------------
                                              2004              2003            2004             2003              2004
                                        -------------    -------------    -------------    -------------    -------------
<S>                                                                             <C>        <C>              <C>

REVENUES                                $        --      $      80,000    $        --      $      80,000    $      82,575

Cost of Revenues                                 --               --               --               --            264,891
                                        -------------    -------------    -------------    -------------    -------------
                                                                                                                 (182,316)
GROSS MARGIN                                     --             80,000             --             80,000

COSTS AND EXPENSES:
    Research and development                  223,193          134,765          545,993          324,472        5,795,879
    General and administrative                252,486          378,051          754,940          912,542       11,913,337
    Depreciation and amortization               9,325           10,329           28,446           29,340          234,521
    Impairment expense                           --               --               --               --            345,588
    Equity in losses of joint venture            --               --               --               --             10,000
                                        -------------    -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                         (485,004)        (443,145)      (1,329,379)      (1,186,354)     (18,481,641)

OTHER INCOME:
    Gain on sale of security                     --               --               --               --                881
    Loss on disposal of property                 --               --               --               --             (9,805)
    Dividend income                              --                135             --                135            1,633
                                        -------------    -------------    -------------    -------------    -------------

NET LOSS                                $    (485,004)   $    (443,010)   $  (1,329,379)   $  (1,186,219)   $ (18,488,932)
                                        =============    =============    =============    =============    =============

Net loss per share:
    Basic and diluted                   $       (0.00)   $       (0.00)   $       (0.01)   $       (0.01)
                                        =============    =============    =============    =============
Weighed average shares outstanding:
    Basic and diluted                     101,590,591       91,730,147      100,212,094       83,557,542
                                        =============    =============    =============    =============

</TABLE>


<PAGE>

<TABLE>

<CAPTION>


                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                             Statement of Cash Flows
            NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 AND PERIOD
          FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH SEPTEMBER 30, 2004
                                   (UNAUDITED)
                                                                                       Inception
                                                                                        Through
                                                         2004             2003            2004
                                                     ------------    ------------    ------------
<S>                                                                             <C>  <C>

OPERATING ACTIVITIES:
   Net loss                                          $ (1,329,379)   $ (1,186,219)   $(18,488,932)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                        28,446          29,340         234,523
      Impairment expense                                     --              --           345,588
      Stock issued for services                           193,592         390,428       7,172,829
      Stock option expense                                   --              --         2,062,191
          Loss on disposal of property & equipment           --              --             9,805
      Equity in losses of joint venture                      --              --            10,000
      Changes in operating assets and liabilities:
         Prepaid expenses                                    --              --           (20,374)
              Deposits                                       --             8,214          (6,399)
              Accounts payable & accrued expenses        (109,615)        (33,020)        716,014
                                                     ------------    ------------    ------------
Net cash used in operating activities                  (1,216,956)       (791,257)     (7,964,755)
                                                     ------------    ------------    ------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                     (11,179)           --          (284,494)
   Issue note receivable                                     --              --           (25,100)
   Investment in joint venture                               --              --           (10,000)
                                                     ------------    ------------    ------------
Net cash used in operating activities                     (11,179)           --          (319,594)
                                                     ------------    ------------    ------------

FINANCING ACTIVITIES PROVIDED BY:
   Proceeds from notes payable                               --              --           250,000
   Payments on notes payable                                 --              --          (250,000)
   Treasury shares sold                                      --              --         1,290,568
   Purchase of treasury shares                               --              --           (60,000)
     Buyback of stock warrants                               (571)           --              (571)
   Sale of common stock, net fundraising                  776,051         974,749       6,237,159
     Sale of common stock for exercised warrants          348,000            --           797,000
   Loans from related parties, net                           --            (5,000)           --
   Contributions to capital                                  --              --           152,500
                                                     ------------    ------------    ------------
Net cash provided by financing activities               1,123,480         969,749       8,416,656
                                                     ------------    ------------    ------------
NET CHANGE IN CASH                                       (104,655)        178,492         132,307
CASH, beginning of period                                 236,962            --              --
                                                     ------------    ------------    ------------
CASH, end of period                                  $    132,307    $    178,492    $    132,307
                                                     ============    ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                     $       --      $       --      $       --
                                                     ============    ============    ============
   Income taxes paid                                 $       --      $       --      $       --
                                                     ============    ============    ============
NONCASH TRANSACTIONS:
   Common stock issued for debt                      $       --      $       --      $    231,804
   Received treasury stock for note receivable               --              --            25,100
   Common stock issued for patent                            --              --           375,000

</TABLE>

<PAGE>


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


NOTE 1 - BASIS OF PRESENTATION

The  accompanying  unaudited  interim  financial  statements of CytoGenix,  Inc.
("CytoGenix")  have been  prepared  in  accordance  with  accounting  principles
generally  accepted  in the  United  States  of  America  and the  rules  of the
Securities and Exchange  Commission  ("SEC"),  and should be read in conjunction
with the audited financial statements and notes thereto contained in CytoGenix's
latest  annual  report  filed  with the SEC on Form  10KSB.  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 2003, as reported in the 10KSB,  have been
omitted.


NOTE 2 - COMMON STOCK

In the nine months ending September 30, 2004, CytoGenix issued 521,299 shares of
common stock for services valued at $193,592.

In connection with the private placement  memorandums,  CytoGenix issued 208,765
shares of common stock for cost of capital.

In the nine months ending September 30, 2004,  CytoGenix issued 2,785,256 shares
of common stock as part of a private placement for $776,051, net of costs.


NOTE 3 - STOCK OPTIONS AND WARRANTS

In the six months ending September 30, 2004,  1,242,856  warrants were exercised
for $0.28 per share or $348,000.




<PAGE>

                                     PART I
ITEM 1   FINANCIAL STATEMENTS

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

         IN  ACCORDANCE  WITH  THE  "SAFE  HARBOR"  PROVISIONS  OF  THE  PRIVATE
SECURITIES  LITIGATION  REFORM  ACT OF 1995,  THE  COMPANY  NOTES  THAT  CERTAIN
STATEMENTS IN THIS FORM 10-QSB WHICH ARE FORWARD-LOOKING AND WHICH PROVIDE OTHER
THAN HISTORICAL INFORMATION, INVOLVE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE
COMPANY'S RESULTS OF OPERATIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE, AMONG
OTHERS,   STATEMENTS  CONCERNING  THE  COMPANY'S  GENERAL  BUSINESS  STRATEGIES,
FINANCING  DECISIONS,  AND  EXPECTATIONS  FOR FUNDING CAPITAL  EXPENDITURES  AND
OPERATIONS  IN THE  FUTURE.  WHEN  USED  HEREIN,  THE WORDS  "BELIEVE,"  "PLAN,"
"CONTINUE,"  "HOPE,"  "ESTIMATE,"  "PROJECT,"  "INTEND,"  "EXPECT,"  AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING  STATEMENTS.  ALTHOUGH
THE COMPANY  BELIEVES THAT THE  EXPECTATIONS  REFLECTED IN SUCH  FORWARD-LOOKING
STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS,  NO STATEMENTS CONTAINED IN THIS
FORM  10-QSB  SHOULD BE  RELIED  UPON AS  PREDICTIONS  OF  FUTURE  EVENTS.  SUCH
STATEMENTS ARE NECESSARILY DEPENDENT ON ASSUMPTIONS, DATA OR METHODS THAT MAY BE
INCORRECT OR IMPRECISE  AND MAY BE  INCAPABLE OF BEING  REALIZED.  THE RISKS AND
UNCERTAINTIES  INHERENT IN THESE  FORWARD-LOOKING  STATEMENTS COULD CAUSE ACTUAL
RESULTS  TO DIFFER  MATERIALLY  FROM  THOSE  EXPRESSED  IN OR  IMPLIED  BY THESE
STATEMENTS.

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

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


<PAGE>

TO  GENERATE  REVENUES TO COVER  OPERATING  LOSSES AND  POSITION  THE COMPANY TO
ACHIEVE POSITIVE CASH FLOW.

         The Company has budgeted  approximately  $3,200,000  for  operations in
fiscal year 2004,  of which  approximately  $1,700,000  has been  allocated  for
general and administrative costs and $1,500,000 for research and development. We
will rely on equity financing to satisfy its working capital  requirements,  and
has as of December  31, 2003  $236,962 of cash on hand for fiscal year 2004.  Of
the  $1,500,000  budgeted  for research and  development  expenses,  the Company
anticipates  $1,100,000  will  be  utilized  for  pre-clinical  development  and
$155,000 will be paid as salary to the Company's  employees and  researchers and
$55,000 will be paid for supplies.

         The  Company  will rely on equity  financing  to  satisfy  its  working
capital  requirements,  and as of September 30, 2004 the Company had $132,307 in
cash on hand.

         There are currently over 800 U.S. patents for Antisense  molecules with
therapeutic potential,  each of which is a prospective licensee for the Company.
The Company  anticipates  entering into  licenses for revenues  upon  successful
completion  of phase  I/II FDA  clinical  studies  of its  pre-clinical  product
candidates.

         The Company's ability to continue  operations through December 31, 2004
depends on its success in obtaining equity financing in an amount  sufficient to
support its operations  through that date.  There is substantial  doubt that the
Company  will  be able  to  generate  sufficient  revenues  or be able to  raise
adequate  capital to remain a going concern through  December 31, 2004. Based on
historical  yearly financial  requirements,  operating  capital of approximately
$3.2 million will be needed for each of the calendar years 2004 and 2005.

         The Company  expects its sources of revenue for the next several  years
to consist primarily of payments under future product development joint ventures
and of  licensing  agreements  as well as  possible  royalties.  The  process of
developing the Company's products will require  significant  additional research
and development,  preclinical testing and clinical trials, as well as regulatory
approvals.   These   activities,   together  with  the  Company's   general  and
administrative expenses, are expected to result in operating losses for at least
two more years.  The Company will not receive product  revenue from  therapeutic
products unless it completes clinical trials and successfully  commercializes or
arranges for the  commercialization of one or more products,  the accomplishment
of which no assurance can be given.

         CytoGenix  has begun  animal  testing  of its  first  DNA drug  product
candidate.  The topical  cream to be evaluated  will have  applications  against
genital herpes (HSV-2) and labial herpes or cold sores (HSV-1). The HSV virus is
known to be highly  evolved  and its genome  contains  instructions  for several
phases of viral  activity  including  infection,  replication,  production,  and
latency.  CytoGenix  proprietary gene regulation  technology is being applied to
inhibit  key  genes  that  control  one or more of these  functions,  which  are
critical for the Herpes virus survival in the body.

         During the past few months,  the Company  has  continued  to refine its
course of developing  applications for its core technology.  Most significant is
the  pre-clinical  program for an anti-viral  HSV topical  preparation.  We have
teamed-up  with a group  of  leading  herpes  and STD  investigators  at a large


<PAGE>

academic medical center to conduct a comprehensive cell and animal study program
designed to yield safety and efficacy data in preparation  for an IND submission
planned for August 2004 and subsequent human trials.

         The Genomics field has expanded the number of potential drug targets to
several thousand.  The CytoGenix  proprietary gene  down-regulation  system is a
powerful tool in confirming gene target function. In July 2002, we inaugurated a
service geared towards  assisting  pharmaceutical  and biotech companies improve
drug discovery  efficiency.  In addition to our work on in-house targets, we are
conducting  a pilot  studies  for  several  companies.  For a fixed fee, we will
knockdown a gene in a cell system. This will confirm the gene's relevance to the
disease of  interest.  Those  genes  found to be highly  disease-related  become
targets for new drug or molecular therapies.

         CytoGenix  is confident  about the  Company's  technology's  ability to
inhibit  these  genes.  This  six  to  nine  month  program  includes  extensive
toxicology and efficacy studies in various model animals.

         The Company is subject to risks common to biopharmaceutical  companies,
including  risks inherent in its research and  development  efforts and clinical
trials,   reliance  on  collaborative   partners,   enforcement  of  patent  and
proprietary  rights,  the need for future  capital,  potential  competition  and
uncertainty in obtaining required regulatory approval. In order for a product to
be commercialized, it will be necessary for the Company and its collaborators to
conduct pre-clinical tests and clinical trials,  demonstrate efficacy and safety
of the Company's product candidates, obtain regulatory clearances and enter into
distribution and marketing  arrangements either directly or through sublicenses.
From the Company's  inception through the date of this document,  the major role
of  management  has been to obtain  sufficient  funding for  required  research,
monitoring research progress and developing and licensing intellectual property.

         The Company expects to incur losses for the  foreseeable  future due to
the ongoing  activities of the Company to develop new products  through research
and  development  and to develop joint  ventures and licensing  agreements  with
third parties. The Company expects its existing operations to continue to result
in negative  cash flow and working  capital  deficiencies  that will require the
Company to continue to obtain additional capital. There can be no assurance that
the necessary financing will be available to the Company or, if available,  that
the same will be on terms satisfactory  or favorable to it.  It is possible that
additional equity financing will be highly dilutive to existing shareholders.

         The Company is currently operating at a loss and expects to continue to
depend on cash generated from the sale of debt and equity securities to fund its
operating  deficit.  There can be no assurance  that the Company will be able to
generate sufficient revenues to meet its operating cash and growth needs or that
any equity or debt  funding  will be  available  or at terms  acceptable  to the
Company in the future to enable it to continue operating in its current form.

ITEM 3.  CONTROLS AND PROCEDURES

(a)      Evaluation of disclosure controls and procedures

         We maintain controls and procedures designed to ensure that information
         required to be  disclosed  in the reports  that we file or submit under
         the Securities Exchange Act of 1934 is recorded, processed,  summarized
         and reported  within the time periods  specified in the rules and forms


<PAGE>

         of the Securities and Exchange Commission.  Based upon their evaluation
         of those controls and procedures  performed as of the end of the period
         covered by this  report,  our chief  executive  officer  and  principal
         financial officer concluded that our disclosure controls and procedures
         were adequate.

(b)      Changes in internal controls

         There were no significant  changes in our internal controls or in other
         factors that could  significantly  affect these controls  subsequent to
         the date of the  evaluation  of those  controls by the chief  executive
         officer and principal financial officer.


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS.

         CytoGenix,  Inc. is a named Plaintiff in cause number 2004-06834 styled
CytoGenix,  Inc. v. William B. Waldroff and Applied Veterinary  Genomics,  Inc.;
now pending in the 11th Judicial  district  Court of Harris County,  Texas.  The
pleadings seek a declaratory  judgment that  CytoGenix has no legal  obligations
pursuant  to  certain  purported  license  agreements  that are  claimed  by the
Defendants to date back to 1998.  The Company seeks costs and attorney's fees.

         On October 8, 2004,  Phanuel Pursuits,  L.L.C. filed a complaint in the
334th Judicial District of Harris County, Texas naming us and four board members
as defendants.  Phanuel Pursuits,  L.L.C. seeks, among other things,  damages in
the  amount  of at least  $500,000,000.00  for  purported  breaches  by us of an
Agreement  for Options and  Licensing of  Intellectual  Property  dated July 21,
2003,  an Option to License  Agreement  (for India) dated August 20, 2003 and an
Option to License  Agreement  (for China) dated August 20, 2003.  The  complaint
also alleges the defendants committed fraud in inducing Phanuel Pursuits, L.L.C.
to pay $80,000.00 of option fees upon entering into the foregoing agreements and
seeks unspecified  punitive damages.  We intend to vigorously defend against the
claims made in this complaint, which we believe are without merit. We have filed
an answer and counterclaims, which denies all of the claims of Phanuel Pursuits,
L.L.C.  and seeks to recover from them damages  resulting from their breaches of
the  foregoing  agreements  and for  intentionally  attempting  to disparage our
business reputation.

ITEM 2.  CHANGES IN SECURITIES

         On July 21, 2004 the Company issued 760,333 shares of common stock.  Of
these shares,  648,333  shares were sold for an aggregate cash price of $291,750
(or $0.45  per  share) of common  stock in a  private  placement  to  accredited
investors  (Gary  Sanford-200,000  shares,  Frank Evans-  11,111  shares,  Peter
Ralston-40,000 shares, Empower Enterprises-200,000 shares, Scott Sanford- 22,222
shares,  Keith  Greenbaum-175,000   shares,)  pursuant  to  the  exemption  from
registration provided by Section 3(b) of the Securities Act of 1933 and Rule 504
thereunder.  The  consideration  for these shares was received during the second
quarter,  and were  applied  to the second  quarter  financials.  The  remaining
112,000  shares  were sold for an  aggregate  cash price of $50,400 (or $.45 per
share) of common  stock in private  placement  to  accredited  investors  (Roger
Sanford-  100,000  shares  and  Michael  Kelly-12,000  shares)  pursuant  to the
exemption  from  registration  provided by Section 3(b) of the Securities Act of
1933 and Rule 504 thereunder.

         On July 27, 2004 the Company  issued 35,524 shares of common stock.  Of
these   shares,   35,524   were  issued  to  the  board  of   directors   (Scott
Parazynski-4,758  shares, Cy Stein- 24,758 shares,  Raymond  Ocampo-3,004 shares
and John  Rossi-3,004  shares) of the Company as Board of Director  compensation
for an  aggregate  price of $11,000  or an average of $0.31 per share  (based on
meeting  attendance of $1,000 per  meetings) in reliance on the  exemption  from
registration  provided  by  Section  4(2)  of the  Securities  Act of  1933  for
transactions not involving a public offering.


<PAGE>


         On August 17, 2004 the Company  issued  224,116 shares of common stock.
Of  these   shares,   224,116  were  issued  to  executive   officers   (Malcolm
Skolnick-15,798  shares,  Frank Vazquez- 9,874 shares, Yin Chen-8,835 shares and
Lawrence  Wunderlich-172,714  shares) and employees  (Xin-Xing Tan-6,911 shares,
Jennifer  Valentine-Budet-3,949,  and  Harilyn  McMicken-6,035  shares)  of  the
Company  for  compensation  for an  aggregate  price of $46,603 or an average of
$0.21 per share (based on  compensation of 25% of annual gross salary period) in
reliance on the  exemption  from  registration  provided by Section  4(2) of the
Securities Act of 1933 for transactions not involving a public offering.

         On August 17, 2004 the Company  issued  100,740 shares of common stock.
Of these shares 100,740 were issued to (Hydeman Family  Partners-31,311  shares,
Series  Unltd,   Inc.-26,111  shares,  John  Gattineri-13,000   shares,  Douglas
Nelkin-16,556  shares, Marc Nelkin-11,667 shares, and Brad Houston-2,095 shares)
for fundraising  services  rendered  pursuant to the exemption from registration
provided by Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

         On August 17, 2004 the Company  issued  242,857 shares of common stock.
Of these shares  242,857  were sold for an  aggregate  cash price of $68,000 (or
$0.28 per share) of common stock in a private placement to accredited  investors
(Roland  Violette-242,857  shares,)  pursuant to the exemption from registration
provided by Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

          On  September  22, 2004 the  Company  issued  27,256  shares of common
stock.  Of these shares 27,256 were issued to (Mark Wisner - 27,256  shares) for
services  rendered  pursuant  to the  exemption  from  registration  provided by
Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.

         On October 28, 2004 the Company  issued 122,874 shares of common stock.
Of  these   shares,   122,874  were  issued  to  executive   officers   (Malcolm
Skolnick-31,343 shares, Frank Vazquez- 19,589 shares, Yin Chen-17,525 shares and
Lawrence  Wunderlich-20,895  shares) and employees (Xin-Xing  Tan-13,713 shares,
Jennifer  Valentine-Budet-7,836,  and  Harilyn  McMicken-11,973  shares)  of the
Company for the third quarter  compensation for an aggregate price of $35,251 or
an  average of $0.29 per share  (based on  compensation  of 25% of annual  gross
salary  period) in  reliance  on the  exemption  from  registration  provided by
Section 4(2) of the  Securities  Act of 1933 for  transactions  not  involving a
public offer.






<PAGE>



         On  November  12, 2004 the Company  issued  1,585,064  shares of common
stock. Of these shares,  1,585,064  shares were sold for an aggregate cash price
of  $237,760  (or $0.15 per  share) of common  stock in a private  placement  to
accredited  investors  (Linda  Oshman-33,333  shares,  Kozak TTES or Successors-
40,000 shares,  William Nichols - 50,000 shares,  W.L. Thompson - 40,000 shares,
Hubert P Romero & Ira Jane  Hubert-Romero-  33,400  shares,  William  Kennedy  -
33,333 shares, John  Sullivan-300,000  shares,  William Livingston TTEE- 200,000
shares,  John & Gina  Mazzola - 35,000  shares,  Peter  Imbert-  50,000  shares,
William & Carol Merlo - 40,000 shares,  Kenneth Harms - 100,000 shares,  LD Net,
Inc.- 33,333  shares,  Charles  Mohr - 50,000  shares,  Richard  Cecil - 233,333
shares,  Richard  F.  Barry III - 66,667  shares,  Richard  F.  Barry IV- 33,333
shares,  Laurence  Ancker - 100,000  shares,  NFS LLC/FMTC FBO Howard S. Cohen -
33,333 shares,  Robert Lilly 40,000,  and Carey Gray -40,000 shares) pursuant to
the exemption from  registration  provided by Section 3(b) of the Securities Act
of 1933 and Rule 504 thereunder. The consideration for these shares was received
during the third  quarter,  but  certificates  were not issued  until the fourth
quarter.

















<PAGE>


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
         NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         NONE


ITEM 5.  OTHER INFORMATION




ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits.

              Exhibit Number            Description

               3.1*            Articles of Incorporation of Cryogenic Solutions,
                               Inc.

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

               3.3*            Bylaws of Cryogenic Solutions, Inc..

               99.1            Certification pursuant to 18 U.S.C. Section 1350,
                               as adopted pursuant to Section 906 of the
                               Sarbanes-Oxley Act of 2002 - Chief Executive
                               Officer

               99.2.           Certification pursuant to 18  U.S.C. Section
                               1350, as adopted pursuant to Section 906 of the
                               Sarbanes-Oxley Act of 2002 - Chief Financial
                               Officer

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

         (b) Financial Statement Schedules.

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

         (c) Reports on Form 8-K.

             None.






                                   SIGNATURES

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

                                            CYTOGENIX, INC.

 Date: November 15, 2004                    By:  /s/  Malcolm Skolnick
                                                 ------------------------
                                                      MALCOLM SKOLNICK
                                                      PRESIDENT AND CHIEF
                                                      EXECUTIVE OFFICER


<PAGE>



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lawrence Wunderlich, Chief Financial Officer certify that:

1. I have reviewed this quarterly report on Form 10-Q of CytoGenix, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 15, 2004


/s/ Lawrence Wunderlich
---------------------------
    LAWRENCE WUNDERLICH
    CHIEF FINANCIAL OFFICER



<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Malcolm Skolnick, President and Chief Executive Officer certify that:

2. I have reviewed this quarterly report on Form 10-Q of CytoGenix, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 15, 2004


/s/ Malcolm Skolnick
------------------------
    MALCOLM SKOLNICK
    PRESIDENT & CEO



<PAGE>

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In  connection  with the  Quarterly  Report  of  CytoGenix,  Inc.  (the
"Company") on Form 1O-QSB for the period ending March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Malcolm
H. Skolnick,  Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  ss. 1350, as adopted  pursuant to ss. 906 of the  Sarbanes-Oxley  Act of
2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.


/s/  Malcolm H. Skolnick
----------------------------
     MALCOLM H. SKOLNICK
     CHIEF EXECUTIVE OFFICER


November 15, 2004




<PAGE>

                                                                     EXIBIT 99.2


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection  with the Quarterly  Report of CytoGenix,  Inc. (the "Company") on
Form 1O-Q for the period ending June 30, 2003 as filed with the  Securities  and
Exchange Commission on the date hereof' (the "Report"),  I, Lawrence Wunderlich,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350,
as adopted  pursuant to ss. 906 of the SarbanES-  Oxley Act of 2002, that to the
best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and result of operations of the Company.


/s/ Lawrence Wunderlich
---------------------------
    LAWRENCE WUNDERLICH
    CHIEF FINANCIAL OFFICER

November 15, 2004