UNITED STATES
                       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 March 31, 2003.

[ ]  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                              (IRS Employer
  of incorporation or organization)                          Identification No.)


                     9881 South Wilcrest, Houston, Texas          77099
                     -----------------------------------          -----
                  (Address of principal executive offices)      (Zip Code)

         Issuer's telephone number, including area code: (281) 988-6118

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

         As of March 31, 2003,  65,050,928  shares of the issuer's  common stock
was outstanding.

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






<PAGE>





                                     PART I
ITEM 1   FINANCIAL STATEMENTS



<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                 MARCH 31, 2003
                                   (Unaudited)

                               ASSETS
                               ------
<S>                                                                              <C>

CURRENT ASSETS:
    Cash                                                                         $            9,420
    Prepaid expenses                                                                            800
                                                                                 ------------------
           Total current assets                                                              10,220

Property and equipment, net of $144,347 accumulated depreciation                             83,610
                                                                                 ------------------
           Total assets                                                          $           93,830
                                                                                 ==================

                  LIABILITIES AND STOCKHOLDERS' DEFICIT
                  -------------------------------------
CURRENT LIABILITIES:
    Accounts payable                                                             $          279,862
     Accrued expenses                                                                       513,594
     Loan payable to related party                                                            5,000
                                                                                 ------------------
           Total current liabilities                                                        798,456
                                                                                 ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 150,000,000 shares authorized,
       65,450,928 shares issued and outstanding                                              65,451
    Additional paid-in capital                                                           15,199,867
    Treasury stock                                                                      (   629,972)
    Deficit accumulated during the development stage                                    (15,339,972)
                                                                                 ------------------
           Total stockholders' deficit                                                  (   704,626)
                                                                                 ------------------

           Total liabilities and stockholders' deficit                           $           93,830
                                                                                 ==================
</TABLE>



<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                            STATEMENTS OF OPERATIONS
              THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2003
                                   (Unaudited)

                                                                                                     Inception
                                                                                                      Through
                                                                                                       2003
                                                                2003                 2002
                                                         ---------------      ---------------     ---------------
<S>                                                      <C>                  <C>                 <C>

 REVENUES                                                $             -      $         1,700     $         2,575

 COSTS AND EXPENSES:
     Research and development                                    124,327              266,469           4,920,295
     General and administrative                                  363,811              269,083           9,892,042
     Depreciation and amortization                                 9,506               15,330             177,136
     Impairment expense                                                                                   345,588
     Equity in losses of joint venture                                                                     10,000
                                                         ---------------      ---------------     ---------------
 LOSS FROM OPERATIONS                                           (497,644)            (549,182)        (15,342,486)

 OTHER INCOME:
     Gain on sale of security                                                                                 881
     Dividend income                                                                                        1,633
                                                         ---------------      ---------------     ---------------
 NET LOSS                                                $      (497,644)     $      (549,182)    $   (15,339,972)
                                                         ===============      ===============     ===============

 Net loss per share:
     Basic and diluted net loss per share                $          (.01)     $          (.01)
                                                         ===============      ===============

 Weighed average shares outstanding:
     Basic and diluted                                        63,391,514           45,968,163
                                                         ===============      ===============

</TABLE>


<PAGE>

<TABLE>

<CAPTION>

                                 CYTOGENIX, INC.
                           A DEVELOPMENT STAGE COMPANY
                            Statements of Cash Flows
              THREE MONTHS ENDED MARCH 31, 2003 AND 2002 AND PERIOD
            FROM FEBRUARY 10, 1995 (INCEPTION) THROUGH MARCH 31, 2003
                                   (Unaudited)
                                                                                             Inception
                                                                                              Through
                                                              2003             2002             2003
                                                         ------------     ------------      ------------
<S>                                                      <C>              <C>               <C>

OPERATING ACTIVITIES:
   Net loss                                              $   (497,644)    $   (549,182)     $(15,339,972)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Depreciation and amortization                             9,506           15,330           177,136
      Impairment expense                                                                         345,588
      Stock issued for services                               213,245           48,210         6,459,130
      Stock option expense                                                                     1,797,300
      Equity in losses of joint venture                                                           10,000
      Changes in operating assets and liabilities:
         Deferred consulting expense                                           260,110
         Prepaid expenses                                       7,414            8,371       (       800)
         Accounts payable & accrued expenses                  131,700         (256,730)          926,069
                                                         ------------     ------------      ------------
Net cash used in operating activities                        (135,779)        (473,891)      ( 5,625,549)
                                                         ------------     ------------      ------------

INVESTING ACTIVITIES:
   Purchase of property and equipment                                        (   7,500)      (   227,957)
   Issue note receivable                                                                     (    25,100)
   Investment in joint venture                                                               (    10,000)
                                                                          ------------      -------------
Net cash provided by used in investing activities                            (   7,500)      (   263,057)
                                                                          ------------      -------------

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)
   Sale of common stock                                       145,199        1,029,346         4,509,958
   Loans from related parties                                                                      5,000
   Contributions to capital                                                                      152,500
                                                         ------------     ------------      ------------
Net cash provided by financing activities                     145,199        1,029,346         5,898,026
                                                         ------------     ------------      ------------
NET CHANGE IN CASH                                              9,420          547,955             9,420
CASH, beginning of period                                           0           15,688                 0
                                                         ------------     ------------      ------------
CASH, end of period                                      $      9,420     $    563,643      $      9,420
                                                         ============     ============      ============

NONCASH TRANSACTIONS:
   Common stock issued for debt                          $         -      $          -      $    135,990
   Received treasury stock for note receivable                                                    25,100
   Common stock issued for patent                                                                375,000

</TABLE>

<PAGE>


                                 CYTOGENIX, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

         NOTE 1 - BASIS OF PRESENTATION

         The accompanying  unaudited interim financial  statements of CytoGenix,
         Inc.  ("CytoGenix")  have been prepared in accordance  with  accounting
         principles  generally  accepted in the United States of America and the
         rules of the Securities and Exchange Commission ("SEC"),  and should be
         read in  conjunction  with the audited  financial  statements and notes
         thereto  contained in  CytoGenix's  latest annual report filed with the
         SEC on Form  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 2002, as reported
         in the 10KSB, have been omitted.


         NOTE 2 - COMMON STOCK

         In the quarter ending March 31, 2003, CytoGenix issued 2,453,889 shares
         of common  stock for  services  valued at $213,245  and sold  1,951,428
         shares of common stock for $145,199.




<PAGE>



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



<PAGE>

         The Company has budgeted $3,200,000 for operations in fiscal year 2002,
of which $1,700,000 has been allocated for general and administrative  costs and
$1,437,420 has been allocated for research and development,  including five live
animal studies that are estimated to cost $50,000 per study.  Dr. Yin Chen, Vice
President  of  Research  and  Development,   of  CytoGenix  has  determined  the
scientific protocols for three of these studies. The Company will rely on equity
financing to satisfy its working capital requirements,  and as of March 31, 2003
the Company had $9,420 in cash on hand. Of the $1,437,420  budgeted for research
and  development  expenses,  the Company  anticipates  $498,650  will be paid to
support the Company's  sponsored research  agreements with Columbia  University,
Yale University,  The Children's Research Center and Baylor College of Medicine,
$235,000 will be paid as patent  attorneys  fees and expenses,  $162,000 will be
paid as salary to the Company's  employees and  researchers  and $46,000 will be
paid  for  supplies.  The  remaining  $495,770  will be used  for  miscellaneous
research expenses and for initiating future research projects.

         There are currently over 800 U.S. patents for antisense  molecules with
therapeutic  potential,  each of which is a prospective licensee for CytoGenix's
technology.  The  Company  anticipates  entering  into  licenses  for a $100,000
initiation fee and either a minimum royalty fee of $50,000 per year or a royalty
fee equal to 15% of the licensee's net sales, whichever is greater.

         The Company's ability to continue  operations through December 31, 2003
and beyond  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, 2003.
Based  on  historical  yearly  financial  requirements,   operating  capital  of
approximately  $3.2 million  will be needed for each of the calendar  years 2003
and 2004.

         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
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 December 2003 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



<PAGE>



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.



                                     PART II

ITEM 1.           LEGAL PROCEEDINGS.

ELLISTON LAWSUIT

The suit styled  Elliston v. CytoGenix,  Inc et al., Cause no.  2001-4884 in the
269th  District  Court of Harris  County,  Texas was  settled out of court as of
March 10,  2003 with mutual  releases by the parties of any and all claims.  The
terms of the settlement are confidential.




ITEM 2.           CHANGES IN SECURITIES


         On January  27,  2003 the  Company  issued  2,632,393  shares of common
stock.  Of these shares,  191,166 were issued (Scott Edward  Parazynski-  91,737
shares and Michael  Walters-  99,429 shares) for services  rendered  aggregating
$25,000  (or $0.13 per  share).  Also of these,  911,227  shares  were issued to
executive  officers  (Malcolm  Skolnick-288,000  shares,  Frank Vazquez-  78,261
shares,  Yin Chen-125,217  shares and Lawrence  Wunderlich-  125,217 shares) and
employees (Kim Totsky- 65,823 shares,  Maury M. Fogle- 120,000 shares,  Xin-Xing
Tan- 13,043 shares and Harilyn  McMicken- 95,666 shares) of the Company as bonus



<PAGE>

for  compensation  for an aggregate  price of $70,913 or an average of $0.11 per
share (based on bonus of 20 % 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.  Of the $70,913, $191 was
received  from  the  employee  in  cash  and  the  remainder   represents  stock
compensation.  Also of these,  1,100,000  shares  were  issued  (Frank  Vazquez-
500,000  shares,  Xin-Xing Tan- 100,000 shares and Yin Chen- 500,000 shares) for
an aggregate  price of $66,000 (or an average of $0.06 per share) as bonuses for
compensation  which  shares  were  issued  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.  Of the  $66,000,  $1,100  was
received  from  the  employee  in  cash  and  the  remainder   represents  stock
compensation. The remaining 430,000 shares were sold for an aggregate cash price
of $38,700 (or $0.09 per share) in a private  placement to accredited  investors
(Lou Howard- 30,000 shares and Roland L Violette-  400,000  shares)  pursuant to
the exemption from  registration  provided by Section 3(b) of the Securities Act
of 1933 and Rule 504 thereunder.

         On March 11, 2003,  the Company  issued  251,496 shares of common stock
(Hydeman family  Partners-  86,497 shares,  Marc Nelkin- 13,333 shares,  Douglas
Nelkin- 40,000 shares,  Richard Cecil- 8,333 shares and Andrew  Yasinoff-  3,333
shares) for services rendered aggregating $17,605 (or $0.07 per share).

         On March 24, 2003,  the Company issued  1,521,428  shares of its common
stock.  These shares were sold for an aggregate cash price of $106,500 (or $0.07
per share) in a private  placement to  accredited  investors  (Robert P. Maddox-
50,000 shares,  Kenneth Howard- 30,000 shares, Kenneth Howard II- 10,000 shares,
Karen Howard- 10,000 shares,  Eric H. Stocker-  142,857 shares,  G. Don Edwards-
150,000 shares,  Paul Goldman- 100,000 shares, John P. Skubinski- 50,000 shares,
Marc S.  Nelkin-  28,571  shares,  Brad  Houston-  350,000  shares  and Roland L
Violette- 600,000 shares) pursuant to the exemption from  registration  provided
by Section 3(b) of the Securities Act of 1933 and Rule 504 thereunder.







ITEM 3.                    DEFAULTS UPON SENIOR SECURITIES.

               NONE.

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


ITEM 5.                     OTHER INFORMATION





<PAGE>


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: June 5, 2003                         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: June 5, 2003


/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: June 5, 2003


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








                                                                    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, 2003 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


June 5, 2003











<PAGE>


                                                                    EXHIBIT 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 March 31, 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

June 5, 2003