United States Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2008 CytoGenix, Inc. (Exact name of registrant as specified in its charter) 0-26807 (Commission File Number) Nevada 76-0484097 ---------------------------- ------------------ (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3100 Wilcrest Drive, Suite 140, Houston, Texas 77042 (Address of principal executive offices) (Zip Code) (713) 789-0070 Registrant's telephone number, including area code |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 8 Other Matters CytoGenix, Inc. (the "Company") received a letter dated December 5, 2008 from the United States Securities and Exchange Commission (the "SEC")notifying the Company that the SEC had completed its investigation as to the Company and they do not intend to recommend any enforcement action by the SEC against the Company. The SEC's investigation related to a SOX Whistleblower Complaint filed by a former employee with The Department of Labor in January of 2007. The SEC requested information from the Company addressing the allegations and the Company responded in compliance with that request. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. December 10, 2008 CytoGenix, Inc. By: /s/ Randy Moseley ---------------------------------------------- Randy Moseley, Principal Financial Officer - --------------------------------------------------------------------------------