UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 
 FORM 10-K/A(Amendment No. 2) 
  (Mark One)x

          

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2006 OR  o

          

          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from to Commission File Number 001-32518 
 [GRAPHIC MISSING] CYTOMEDIX, INC. (Exact Name of Registrant as Specified in Its Charter)  Delaware

          

          23-3011702(State or Other Jurisdiction of Incorporation or Organization)

          

          (IRS Employer Identification No.)
 416 Hungerford Drive, Suite 330 Rockville, MD 20850 (Address of Principal Executive Offices) (Zip Code) (240) 499-2680 (Registrants Telephone Number, Including Area Code) 
 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act:Common Stock, par value $.0001 (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o NO x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o NO x 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 o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer o

          

          Accelerated Filer x

          

          Non-accelerated Filer o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o NO x The aggregate market value of the voting stock (Common stock) held by non-affiliates of the registrant as of the close of business on June 30, 2006 was approximately $84 million based on the closing sale price of the Common stock on the American Stock Exchange on that date. The registrant does not have any non-voting common equity. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x NO o APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. 28,998,248 shares of Common stock, par value $.0001, outstanding as of February 15, 2007. DOCUMENTS INCORPORATED BY REFERENCE None.
   EXPLANATORY NOTE

Cytomedix, Inc. (the Company) is hereby amending its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the Report), solely to revise Exhibit 23.1 to extend the independent registered auditors consent to include our Form S-3 filed March 31, 2006, as Post-Effective Amendment No. 3 on Form S-3 to our Form SB-2 Registration Statement. Accordingly, this Amendment No. 2 to Form 10-K consists only of the facing page, this Explanatory Statement, Part IV, Item 15, and the exhibits identified below as being filed herewith.

This Amendment No. 2 to the Report continues to speak as of the date of the Report, and we have not updated the disclosures contained in this Amendment No. 2 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report. The filing of this Amendment No. 2 to the Report is not a representation that any statements contained in items of the Report, other than that information being amended, are true or complete as of any date subsequent to the date of the Report. The revision does not affect the remaining portions of the Report which have not been amended.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(B) Exhibits. The following documents are filed herewith:



23.1

          

          Consent of L J Soldinger Associates, LLC, Independent Registered Accountants.31.1

          

          Certification of Chief Executive Officer of Cytomedix, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

          

          Certification of Chief Financial Officer of Cytomedix, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

          

          Certification of Chief Executive Officer of Cytomedix, Inc., pursuant to 18 U.S.C. ss.135032.2

          

          Certification of Chief Financial Officer of Cytomedix, Inc., pursuant to 18 U.S.C. ss.1350



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CYTOMEDIX, INC.

By:

          /s/ Kshitij MohanKshitij Mohan, CEO and Chairman of the Board of DirectorsDate: November 19, 2007

Signed originals of this written statement have been provided to Cytomedix, Inc. and will be retained by Cytomedix, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.