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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 10, 2009
CYTOGENIX, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-26807 76-0484097
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(State of (Commission File (IRS Employer
organization) Number) Identification No.)
3100 Wilcrest Drive, Suite 140
Houston, Texas, 77042
(Address of principal executive offices including zip code)
713-789-0070
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| 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))
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EXPLANATORY NOTE
CytoGenix, Inc. (the "Company", "Registrant") is filing this amendment
(this "Amendment") to clarify that the Company's previous independent auditors,
LBB & Associates Ltd., LLP, were dismissed, as previously reported in Item 4.01
of its Form 8-K filed with the Securities and Exchange Commission on March 6,
2009. At the Company's request, LBB & Associates Ltd., LLP has furnished the
Company with a letter dated March 9, 2009 addressed to the Securities and
Exchange Commission stating whether or not LBB & Associates Ltd., LLP agrees
with the Company's statements in this Form 8-K, and a copy of which letter is
filed as Exhibit 16.1 in this Form 8K/A. Except for theforegoing changes, and
changes to paragraph three that address comments in LBB & Associates Ltd., LLP's
response in Exhibit 16.1, this Amendment does not modify or update those
disclosures in any way.
Item 4.01. Changes in Registrant's Certifying Accountant
On March 2, 2009, LBB & Associates Ltd., LLP was dismissed as the
independent auditor for CytoGenix, Inc. (the "Registrant").
LBB & Associates Ltd., LLP has served as the independent auditor of the
Registrant's annual financial statements from the period ending December 31,
2004 through the subsequent interim periods ended September 30, 2008. From the
date on which LBB & Associates Ltd., LLP was engaged until the date they were
dismissed, there were no disagreements with LBB & Associates Ltd., LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of LBB & Associates Ltd., LLP, would have caused LBB & Associates
Ltd., LLP. to make reference to the subject matter of the disagreements in
connection with any reports it would have issued, and there were no "reportable
events" as that term is defined in Item 304(a) (1) (iv) of Regulation S-B.
LBB & Associates Ltd., LLP's report on the Company's financial
statements for years ended December 31, 2007 and 2006, did not contain adverse
opinions or disclaimers of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. For both years, LBB &
Associates Ltd., LLP's report included an emphasis paragraph relating to an
uncertainty as to the Registrant's ability to continue as a going concern.
On March 2, 2009, the Board of Directors approved the engagement of The
Hall Group, CPAs as the Company's new principal independent accountants for the
fiscal year ending December 31, 2009. During the two fiscal years ended December
31, 2008 and 2007 and the subsequent interim period to the date of the approval
of The Hall Group, CPAs' engagement, the Company did not consult with The Hall
Group, CPAs regarding the application of accounting principles to a specific
transaction, either proposed or completed, or the type of audit opinion that
might be rendered on the Company's financial statements, or any of the matters
or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided LBB & Associates Ltd., LLP with a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange
Commission ("SEC"). The Company has requested that LBB & Associates ltd., LLP
furnish it with a letter addressed to the SEC stating whether or not it agrees
with the statements in this Item 4.01 within 10 business days of the date of
filing this report. A copy of any response received by the Company will be
promptly filed as an amendment to this Form 8-K, and no later than two business
days after receipt from LBB & Associates Ltd., LLP.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from LBB & Associates Ltd., LLP to the SEC dated March 9, 2009.
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.
CYTOGENIX, INC.
Date: March 10, 2009 By: /s/ Randy Moseley
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Randy Moseley, Principal Financial Officer