SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) [X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12

CYTOGENIX, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing is calculated
and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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CYTOGENIX, INC.
3100 WILCREST, SUITE 140
HOUSTON, TEXAS 77042

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 2004

To our Shareholders:

The Annual Meeting of the Shareholders (the "Annual Meeting") of
CytoGenix, Inc., a Nevada corporation (the "Company"), will be held on June 30,
2004, at Adam's Mark Hotel, 2900 Briarpark Dr., Houston, Texas at 2:00 p.m.,
Houston time, for the purpose of considering and voting on the following
matters:

1. The election of three directors to serve until the 2007 Annual Meeting of
shareholders or until their respective successors are elected and qualified.

2. The approval of the selection of Malone & Bailey, PLLC as the Company's
independent auditors for the fiscal year ended December 31, 2004.

3. The transaction of such other business as may properly come before the
meeting and any adjournment thereof.

The Board of Directors has established the close of business on May 10,
2004 as the record date for determining the shareholders entitled to notice or
and to vote at the Annual Meeting and any adjournment or postponement thereof.

YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. TO ASSURE YOUR
REPRESENTATION AT THE ANNUAL MEETING, EVEN IF YOU PLAN TO ATTEND, PLEASE
COMPLETE, SIGN AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
ACCOMPANYING ENVELOPE.

Sincerely,

Lawrence Wunderlich
Secretary

June 4, 2004

-----------------------------------------------

CYTOGENIX, INC.
3100 WILCREST, SUITE 140
HOUSTON, TEXAS 77042
-----------------------------------------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 2004
------------------------------------------

SOLICITATION OF PROXIES

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of the Company of proxies from the holders of record
of the common stock, par value $.001 per share ("Common Stock"), at the close of
business on May 10, 2004, for use in voting at the Annual Meeting of
Shareholders to be held at Adam's Mark Hotel, Houston, Texas at 2 p.m., Houston
time, on June 30, 2004, and any adjournment or postponement thereof. This Proxy
Statement, the attached proxy card and the Company's Annual Report for the
fiscal year ended December 31, 2003 are being mailed together on or about June
1, 2004, to shareholders entitled to notice of and to vote at the Annual
Meeting. The principal executive office of the Company is 3100 Wilcrest, Suite
140, Houston, Texas 77042.

Properly executed proxies will be voted as directed. If no direction is
indicated therein, proxies received in response to this solicitation will be
voted FOR: (i) the election of each of the three nominees for director; (ii) the
ratification of the indicated independent auditors; and (iii) as recommended by
the Board of Directors with regard to any other matters, or if no recommendation
is given, at the discretion of the appointed proxies.

A proxy on the enclosed form may be revoked by the shareholder at any
time before it is voted by filing with the Secretary of the Company a written
revocation, by voting in person at the meeting, or by delivering a proxy bearing
a later date. Attendance at the Annual Meeting will not, in itself, constitute
revocation of the proxy.

The Company will bear all costs of this Proxy Statement and the proxy
and the cost of soliciting proxies relating to the Annual Meeting. It is
anticipated that the solicitation of proxies for the Annual Meeting will be made
only by use of the mails and will cost approximately $15,000.00. The Company
may, however, use the services of its directors, officers and employees to
solicit proxies personally or by telephone, without additional salary or
compensation to them. The Company will request that the brokerage houses,
custodians, nominees, and fiduciaries forward the proxy soliciting materials to
the beneficial owners of the Company's shares held of record for such persons,
and the Company will reimburse such persons for their related reasonable
out-of-pocket expenses.

VOTING OF SECURITIES

At the close of business on May 10, 2004, the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"), there were 100,317,290 issued and outstanding
shares of Common Stock, each of which share is entitled to one vote. Common
Stock is the only class of outstanding securities of the Company entitled to
notice of and to vote at the Annual Meeting.

The Company's Bylaws provide that the presence, either in person or by
proxy, of the holders of a majority of the outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a quorum for
the transaction of business. Assuming such a majority is present, the election
of directors will require the affirmative vote by a plurality of the votes cast
at the Annual Meeting. The ratification of the selected independent auditors
will require the affirmative vote of a majority of the shares entitled to vote
and that voted or abstained at the Annual Meeting. Abstentions from and broker
non-votes on the proposal to elect directors will be counted for purposes of
determining the presence of a quorum, but will not be included in the total
shares voted for or against any nominee. A broker non-vote occurs if a broker or
other nominee holding shares for a beneficial owner does not vote on a proposal
because he does not have discretionary authority to vote shares and has not
received instructions from the beneficial owner with respect to such proposal.
Thus, abstentions from any item of business other than the election of directors
will have the same legal effect as a vote against the proposals, but a broker
non-vote will not be counted for purposes of determining whether a majority is
achieved.

PRINCIPAL HOLDERS OF SECURITIES AND SECURITY OWNERSHIP
OF MANAGEMENT

PRINCIPAL HOLDERS OF SECURITIES. The following table sets forth the
beneficial ownership of Common Stock as of May 10, 2004, with respect to each
person known by the Company to be the beneficial owners of 5% or more of the
Company's shares of outstanding Common Stock. All persons listed have sole
disposition and voting power with respect to the indicated shares except as
otherwise noted.

COMMON STOCK
BENEFICIALLY OWNED
NAME AND ADDRESS
OF BENEFICIAL OWNER
------------------------------------

NUMBER OF SHARES PERCENT OF CLASS
---------------- ----------------

Jett**................................ 8,270,000 8.4%
59-340 Diomana Road
Kamuela, Hawaii 96743

Roland L. Violette....................
70 Tolland St.
East Hartford, Connecticut 06108 10,986,420 11.1%
- -----------------------

**Jett is a natural person with only one legal name.

SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth the
beneficial ownership of Common Stock as of May 10, 2004, by (i) the executive
officers whose total annual salary and bonus exceeded $100,000 in the fiscal
year ended December 31, 2003; (ii) each director and nominee; and (iii) all

directors and executive officers as a group. All persons listed have sole
disposition and voting power with respect to the indicated shares except as
otherwise noted.

COMMON STOCK
BENEFICIALLY OWNED
---------------------------------------------------
NAME AND ADDRESS
OF BENEFICIAL OWNER NUMBER OF SHARES1 PERCENT OF CLASS
------------------------- ----------------------

Malcolm H. Skolnick Ph.D............................. 5,559,885 5.5%
Lawrence Wunderlich.................................. 3,163,216 3.1%
Frank Vazquez........................................ 2,155,042 2.1%
Scott E. Parazynski, M.D............................. 314,983 *
Cy Stein, Ph.D., M.D................................. 173,711 *
John J. Rossi, Ph.D.................................. 83,333 *
Raymond L. Ocampo, Jr. .............................. 83,333 *
All directors and executive officers as a group
(7 persons).......................................... 11,533,503 10.7%

- -----------------------

*Less than 1% of the 100,317,290 shares outstanding at May 10, 2004.

1. Includes shares underlying options that will become exercisable
within 60 days to purchase an aggregate of 10,133,331 shares of
Common Stock as follows: Dr. Skolnick (3,333,333 shares with a
strike price of $0.185 per share), Mr. Wunderlich (2,133,333 shares
with a strike price of $0.185 per share), Mr. Vazquez (1,333,333
shares with a strike price of $0.185 per share), Dr. Parazynski
(166,666 shares with a strike price of $0.185 per share), Dr. Stein
(166,666 shares with a strike price of $0.185 per share), Dr. Rossi
(83,333 shares with a strike price of $0.83 per share) and Mr.
Ocampo (83,333 shares with a strike price of $0.61 per share).

PROPOSAL 1. - ELECTION OF DIRECTORS

Three directors will be elected at the Annual Meeting. Shares or
proxies may not be voted for more than three nominees for directors. In
accordance with Article III, Section 1(c) of the bylaws of the Company, the
Board of Directors is divided into three classes serving staggered three-year
terms. Mr Raymond L. Ocampo Jr., Mr. Lawrence Wunderlich and Dr. John J. Rossi
have been nominated for election at the Annual Meeting for terms of three years,
each to hold office until the expiration of his term in 2007 and until his
successor is elected and qualified.

The persons named as proxies in the proxy have been designated by the
Board of Directors and intend to vote such proxy "FOR" the persons named below
in the election of the Board of Directors, except to the extent authority to
vote is withheld from one or more nominees. If any such nominee is unable to
serve as a director, it is intended that the shares represented by proxies will
be voted in the absence of contrary indication for any substitute nominee that
the Board of Directors designates.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE THREE
NOMINEES NAMED BELOW.

INFORMATION ABOUT NOMINEES FOR DIRECTOR, DIRECTORS AND EXECUTIVE
OFFICERS. The following states each director nominee's, each current director's

and each named Named Executive Officer's present position with the Company,
principal occupation, age, and the year in which he was first elected a director
(each serving continuously since first elected).

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

Malcolm H. Skolnick Ph.D., JD Chairman of the Board of Directors, President and 68 1999
Chief Executive Officer. Dr. Skolnick has been the
Chief Executive Officer and President of the Company
since September 9, 1999. Prior to that time Dr.
Skolnick was a Professor in the University of Texas
Health Sciences Center at Houston serving in the
Medical School Graduate School of Biomedical Sciences
and the School of Public Health. Dr. Skolnick has been
principal investigator in five clinical trials and
holds four medical device patents. Dr. Skolnick
received a Ph.D. in physics from Cornell University
and a J.D. from the University of Houston. He is
licensed to practice law in Texas and is a registered
patent attorney. He has practiced intellectual
property law, been active in technology transfer and
licensing activities and serves on the boards of
Biodyne, Inc. and Resolution Forum, Inc.

Lawrence Wunderlich Chief Financial Officer and a director of the Company. 46 1999
Mr. Wunderlich has served as the Chief Financial
Officer since August 17, 1999. Mr. Wunderlich worked
as a financial consultant at the investment banking
firm of Josephthal and Company from October 1996 until
August 1998. Prior to his employment at Josephthal,
Mr. Wunderlich co-owned The Language Loop, a
translation service firm 1991 to 1996 and held the
position of President.

Chief Operating Officer and a director of the Company
since July 2002. Mr. Vazquez was a consultant
Frank Vazquez specializing in life science start-up enterprises 63 2002
prior to joining the Company. He was President/CEO of
Lark Technologies, Inc. from 1989 to 1999 and Medical
Metrics, Inc. from 2000 to 2001. Mr. Vazquez has been
engaged by BCMT, Inc. the commercialization subsidiary
of Baylor College of Medicine, the University of Texas
Health Science Center-Houston and individual clients
to organize and start new medical and biotechnology
companies. Mr. Vazquez previously held management
positions with CooperVision, Inc., Booz Allen and
Hamilton, ITT Corporation and IBM. He holds a B.S.
from Columbia University.

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

Scott E. Parazynski M.D. Dr. Parazynski is a graduate of Stanford University 43 2002
and Stanford Medical School and pursued clinical
training at the Brigham and Women's Hospital (Boston,
MA) and emergency medicine residency training in
Denver, CO. He has numerous publications in the field
of space physiology and has a expertise in human
adaptation to stressful environments. Dr. Parazynski
is a member of the Aerospace Medical Association, the
American Society for Gravitational and Space Biology
and has received numerous special honors, including
the National Institutes of Health Predoctoral Training
Award in Cancer Biology, NASA Graduate Student
Researcher's Award and Research Honors Award from
Stanford Medical School.

Scott E. Parazynski, M.D., has been an astronaut since
1992 and has logged over 262 hours in space. He first
flew in 1994 on the Atmospheric Laboratory for
Applications and Science (ATLAS-3) mission, which was
part of an on-going program to determine the Earth's
energy balance and atmospheric change over an 11-year
solar cycle. During this mission, he and his
crewmates also evaluated the Interlimb Resistance
Device, a free-floating exercise he developed to
prevent musculoskeletal atrophy in microgravity.

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

Cy A. Stein, M.D., Ph.D. Dr. Stein is currently Professor of Medicine Urology 50 2002
and Pharmacology in the Oncology Department of Albert
Einstein College of Medicine, New York. In addition
to his clinical and faculty activities, he is
co-editor-in-chief of Antisense and Nucleic Acid Drug
Development, sits on seven editorial advisory boards,
including Nucleic Acids Research, serves on eight
scientific advisory boards, including Genta (Berkeley
Heights, NJ), Targent (New York, NY), A3D (Heidelberg,
Germany), and is an ad hoc reviewer for over 20 peer
reviewed journals. He has authored 97 peer reviewed
journal articles. He has written 56 book chapters,
reviews and editorials, and he holds six patents
issued and four patents pending. He attended Brown
University (BA), Stanford University (PhD in Organic
Chemistry), Albert Einstein College of Medicine (MD),
and New York Hospital-Cornell Medical Center
(Internship and Residency in Internal Medicine). Dr
Stein was a Clinical Associate and Senior Staff Fellow
at The National Cancer Institute, Bethesda, Maryland.

John J. Rossi, PhD Associate Director for Laboratory Research, City of 57 2003
Hope Comprehensive Cancer Center. John J. Rossi, PhD
began his employment with City of Hope (COH) in 1980
as an assistant research scientist in the Department
of Molecular Genetics. He was promoted to chairman of
the Division of Biology in 1992. In 1993, COH
bestowed its highest honor upon him by naming him to
its Gallery of Medical and Scientific Achievement for
his pioneering work at the molecular level in the
battle against AIDS and other major diseases. In
1998, Dr. Rossi was appointed as the Dean of the City
of Hope Graduate School of Biological Sciences.

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

Dr. Rossi is an expert in ribozymes (molecular scissors).
One of his most notable projects is in the area of
ribozyme research in AIDS. He led the research team
that first suggested applying ribozymes to treat HIV.
His research in molecular genetics and microbiology has
resulted in eight patents being granted and has served
as the basis for more than 120 scientific papers.

Dr. Rossi received his bachelor's degree from the
University of New Hampshire and earned his doctorate at
the University of Connecticut. Prior to his working at
COH, Dr. Rossi completed four years of post Ph.D.
training at Brown University in Providence, Rhode Island.

Raymond L. Ocampo, Jr. Raymond L. Ocampo Jr. is a lawyer, businessman. He 50 2003
currently serves on the boards of PMI Group, Inc.
(PMI) and Pinpoint Solutions Corporation. Mr. Campo
retired in November 1996 as Senior Vice President,
General Counsel & Secretary at Oracle Corporation, the
world's second largest software company, after serving
as its chief legal counsel for more than a decade.
Before joining Oracle Corporation in 1986, Mr. Ocampo
was engaged in the private practice of law in San
Francisco (1976-86) and was an adjunct professor at
Hastings College of the Law (1977-83). He received
his undergraduate degree form U.C.L.A. in 1973 and his
law degree from Boalt Hall School of Law at U.C.
Berkely in 1976. Mr. Ocampo authored Surfing the Law
and Technology Tsunami (American Bar Association
2001), a collection of keynote addresses about the
intersection of law and technology, and co-authored
Negotiating and Drafting Software Consulting
Agreements (Glasser LegalWorks 1996). Mr. Ocampo was
the 2001-02 Chair of the American Bar Association's

NAME PRINCIPAL OCCUPATION AGE DIRECTOR SINCE

Section of Science & Technology law. He previously
served as the chair of the Section's E-Commerce
Division (1998-99) and Internet & Cyberspace Committee
(1996-99) and served as co-chair of the Multimedia &
Interactive Technologies Committee (1995-96). He also
served as chair of the Computer Litigation Committee
(1992-94) of the ABA's Section of Litigation.

MEETINGS AND COMMITTEES OF THE BOARD

During the year ended December 31, 2003, the Board of Directors of the
Company held 4 meetings. The Board of Directors had no standing committees
(audit, compensation or nominating) in 2003. Each director participated in at
least 75% of all meetings of the Board of Directors.

No Nominating Committee has been appointed. Nominations of directors
are made by the board of directors. The Directors are of the view that the
present management structure (only three of the seven directors are employees of
the Company) does not warrant the appointment of a Nominating Committee.

The Company encourages each member of the board of directors to attend
the Annual Meeting of Shareholders. Dr. Skolnick and Messrs. Vazquez and
Wunderlich were the only directors who attended the 2003 Annual Meeting of
Shareholders.

SHAREHOLDER COMMUNICATION WITH OUR BOARD OF DIRECTORS

Any shareholder who wishes to speak with our Board of Directors or
specified individual directors, may do so by contacting the Secretary at the
address appearing on the first page of this proxy statement or via e-mail
through our website at www.cytogenix.com. Each such communication must (i)
identify the applicable shareholder(s), (ii) identify the applicable director(s)
and (iii) contain the information necessary to enable such director(s) to
contact such shareholder(s). the Secretary will relay such information to the
applicable director(s) and request that the shareholder be contacted as soon as
possible.

COMPENSATION OF DIRECTORS

The Company pays directors who are not employees of the Company $1,000
in restricted Common Stock per each attended Board meeting. The Board of
Directors may also make discretionary option grants to its non-employee
directors.

EXECUTIVE COMPENSATION

The following table shows all compensation earned for services rendered
to the Company during the fiscal years ended December 31, 2001, 2002 and 2003 by
the President and Chief Executive Officer of the Company (the "Named Executive
Officer").

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------ ----------------------------
YEAR RESTRICTED SHARES
NAME AND ENDED STOCK UNDERLYING
PRINCIPAL POSITION DECEMBER 31, SALARY($) BONUS($) AWARD(S) ($)1 OPTIONS #
------------ --------- -------- ------------- ---------
Malcolm H. Skolnick 2003 126,000 -- -- 5,000,000
President and Chief 2002 120,000 -- 72,000 --
Executive Officer 2001 120,000 -- 30,000 --
- ----------------------
1) Dr. Skolnick was issued shares of restricted Common Stock as follows:

VALUE NUMBER OF
DATE CLOSE SHARES
12/31/03 $ 1,500 $ 0.80 1,875
12/15/03 $ 1,500 $ 0.535 2,804
11/28/03 $ 1,500 $ 0.58 2,586
11/14/03 $ 1,500 $ 0.79 1,899
10/31/03 $ 1,500 $ 0.83 1,807
10/15/03 $ 1,500 $ 0.87 1,724
9/30/03 $ 1,500 $ 0.81 1,852
9/15/03 $ 1,500 $ 0.74 2,027
8/30/03 $ 1,250 $ 0.58 2,155
8/15/03 $ 1,250 $ 0.61 2,049
7/30/03 $ 1,250 $ 0.59 2,119
7/15/03 $ 1,250 $ 0.58 2,155
6/30/03 $ 1,250 $ 0.19 6,579
6/15/03 $ 1,250 $ 0.13 9,615
5/31/03 $ 1,250 $ 0.07 19,231
5/15/03 $ 1,250 $ 0.08 16,667
4/30/03 $ 1,250 $ 0.04 35,714
4/14/03 $ 1,250 $ 0.06 20,833
3/31/03 $ 1,250 $ 0.05 25,000
3/14/03 $ 1,250 $ 0.08 15,625
2/28/03 $ 1,250 $ 0.08 15,625
2/14/03 $ 1,250 $ 0.09 13,889
1/31/03 $ 1,250 $ 0.13 9,615
1/27/03 $ 22,969 $ 0.115 208,426
1/15/03 $ 1,250 $ 0.10 12,500
12/31/02 $ 1,250 $ 0.115 12,500
12/13/02 $ 1,250 $ 0.12 10,417
11/29/02 $ 1,250 $ 0.11 11,364
11/15/02 $ 1,250 $ 0.11 11,364
10/31/02 $ 1,250 $ 0.12 10,417
10/12/02 $ 1,250 $ 0.15 8,333
09/30/02 $ 1,250 $ 0.12 10,417
09/13/02 $ 1,250 $ 0.15 8,333
08/30/02 $ 1,250 $ 0.17 7,576
08/15/02 $ 1,250 $ 0.17 7,576
07/31/02 $ 1,250 $ 0.22 5,814
07/12/02 $ 1,250 $ 0.20 6,250
06/30/02 $ 1,250 $ 0.19 6,579
06/15/02 $ 1,250 $ 0.25 5,000
05/31/02 $ 1,250 $ 0.27 4,630
05/15/02 $ 1,250 $ 0.27 4,630
04/30/02 $ 1,250 $ 0.28 4,545
04/15/02 $ 1,250 $ 0.40 3,125
03/29/02 $ 1,250 $ 0.37 3,378
03/15/02 $ 1,250 $ 0.35 3,571
02/28/02 $ 1,250 $ 0.22 5,682

02/15/02 $ 1,250 $ 0.20 6,250
01/31/02 $ 1,250 $ 0.21 5,952
01/15/02 $ 1,250 $ 0.21 5,952
12/31/01 $ 1,250 $ 0.20 6,410
12/21/01 $ 22,500 $ 0.35 64,386 Bonus valued at August 28, 2001 share price.
12/14/01 $ 1,250 $ 0.21 5,952
11/30/01 $ 1,250 $ 0.17 7,576
11/14/01 $ 1,250 $ 0.19 6,579
10/31/01 $ 1,250 $ 0.20 6,250
10/12/01 $ 1,250 $ 0.23 5,435
09/28/01 $ 1,250 $ 0.22 5,682
09/10/01 $ 1,250 $ 0.28 4,464
08/31/01 $ 1,250 $ 0.35 3,571
08/14/01 $ 1,250 $ 0.26 4,808
07/31/01 $ 1,250 $ 0.16 7,813
07/13/01 $ 1,250 $ 0.21 5,952
06/29/01 $ 1,250 $ 0.13 10,000
06/15/01 $ 1,250 $ 0.24 5,208
05/31/01 $ 1,250 $ 0.25 5,000
05/15/01 $ 1,250 $ 0.30 4,167
04/30/01 $ 1,250 $ 0.25 5,000
04/12/01 $ 1,250 $ 0.25 5,000
03/30/01 $ 1,250 $ 0.50 2,500
03/15/01 $ 1,250 $ 0.19 6,579
02/28/01 $ 1,250 $ 0.25 5,000
02/15/01 $ 1,250 $ 0.49 2,551
01/31/01 $ 1,250 $ 0.31 4,032
01/13/01 $ 1,250 $ 0.06 20,833
01/19/01 $ 12,500 $ 0.25 50,000
01/15/01 $ 2,500 $ 0.35 7,143
01/13/01 $ 7,500 $ 0.086 86,667 Bonus based on average closing
price for 12/15/00, 12/29/00
and 01/15/01

OPTION GRANTS IN LAST FISCAL YEAR. The following table sets forth
information concerning stock option grants made in the year ended December 31,
2003 to the Named Executive Officer. There were no grants of stock appreciation
rights to the Named Executive Officer during the year ended December 31, 2003.

INDIVIDUAL GRANTS
-----------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATE OF STOCK PRICE
SECURITIES OPTIONS GRANTED APPRECIATION FOR OPTION
UNDERLYING TO EMPLOYEES IN EXERCISE OR TERM(2)
OPTIONS FISCAL YEAR BASE PRICE EXPIRATION ---------------------------
NAME GRANTED (#) ($/SH) DATE 5% ($) 10% ($)
---- --------------- ----------------- --------------- --------------- ------------- ------------

Malcolm H. Skolnick 5,000,000(1) 35.2 0.185 06/24/13 581,728 1,474,212

- -----------------

(1) The options terminate on the earlier of their expiration date,
10 years after grant or 31 days after termination of
employment, subject to certain exceptions. The options become
exercisable in three equal annual installments beginning on
the grant date and on the next two anniversaries of that date,
but vesting may be accelerated on the consummation of a
specified change of control.

(2) The indicated 5% and 10% rates of appreciation are provided to
comply with SEC regulations and do not necessarily reflect our
views as to the likely trend in our stock price. Actual gains,
if any, on stock option exercises and the sale of Common Stock
holdings will depend on, among other things, the future
performance of our Common Stock and overall stock market
conditions.

OPTION EXERCISES AND YEAR-END OPTION VALUES. The following table
provides information as to options exercised by the Named Executive Officer in
2003 and year-end value of unexercised options held by the Named Executive
Officer.

AGGREGATE OPTION EXERCISES IN 2003 AND
DECEMBER 31, 2003 OPTION VALUES

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, DECEMBER 31,
2003 (#) 2003 ($)
--------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
---- --------------- ------------ --------------- ----------------
Malcolm H. Skolnick 0 0 3,333,333 / 1,666,667 2,050,000 / 1,025,000

- ----------------------

(1) Value is based on the $0.80 per share closing price of Common
Stock on December 31, 2003, the last day of trading prior to
the end of the fiscal year, less the exercise price.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS. The
following table sets forth certain information with respect to our equity
compensation plans as of December 31, 2003:

EQUITY COMPENSATION PLAN INFORMATION

NUMBER OF SECURITIES TO WEIGHTED-AVERAGE NUMBER OF SECURITIES
BE ISSUED UPON EXERCISE EXERCISE PRICE OF REMAINING AVAILABLE FOR
OF OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, FUTURE ISSUANCE UNDER
WARRANTS AND RIGHTS WARRANTS AND RIGHTS EQUITY COMPENSATION
PLAN CATEGORY PLANS(1)

Equity compensation plans 14,200,000 $0.204 3,800,000
approved by our stockholders(2)

Equity compensation plans not 0 0 0
approved by our stockholders

- -----------------

(1) Excludes securities to be issued upon the exercise of outstanding
options, warrants and rights.

(2) Includes options granted under the Cytogenix, Inc. Stock Option
Plan.

EMPLOYMENT AGREEMENT. The Company entered into an employment agreement
with Dr. Skolnick on August 1, 2003 with a five-year initial term. Dr.
Skolnick's base annual salary under the employment agreement is $144,000.

PROPOSAL 2. - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Malone & Bailey, PLLC, which has
served as independent auditors of the Company since April 16, 2002, as
independent auditors to audit the books, records and accounts of the Company for
the fiscal year ended December 31, 2003. The Board of Directors recommends a
vote FOR approval of such selection. A representative of Malone & Bailey, PLLC
is expected to be present at the Annual Meeting and will have the opportunity to
make a statement, if such representative chooses to do so, and will be available
to respond to appropriate questions.

AUDIT FEES; CHANGES IN ACCOUNTANTS

FEES AND EXPENSES OF MALONE & BAILEY PLLC

The following table sets forth the amount of audit fees, audit related
fees and tax fees billed or expected to be billed by Malone & Bailey PLLC, our
independent auditor, for the years ended December 31, 2003 and 2002,
respectively:

2003 2002
------------------ ------------------
AMOUNT AMOUNT

Audit Fees(1) $9,000 $7,000
Audit-Related Fees(2) 0 0
Tax Fees(3) 0 $1,500
All Other Fees

Total Fees $9,000 $8,500
====== ======
- ----------------------

(1) Includes the annual consolidated financial statement audit,
review of quarterly reports on Form 10-Q and other services
associated with the audit.

(2) During the indicated periods, Malone & Bailey PLLC did not
provide us with any information technology services relating
to financial information systems design and implementation.

(3) Includes fees and expenses for services primarily related to
tax compliance, tax advice and tax planning for certain
acquisitions.

On February 13, 2002, the Company engaged Thomas Leger & Co., L.L.P. of
Houston, Texas ("TL&Co.") as its principal independent accountants to audit the
Company's financial statements. The Company's Board of Directors approved the
engagement of TL&Co. on February 12, 2002.

In April 2003 the Company advised TL&Co of its termination as the
Company's independent accountant. TL&Co has issued no reports on the financial
statements of the Company for any period subsequent to December 31, 2001. The
report of TL&Co on the Company's financial statements for the fiscal year ended
December 31, 2001 contains a modification for a going concern uncertainty. TL&Co
issued no reports on the financial statements of the Company for any period
prior to December 31, 2001. The decision to change independent auditors was
approved by the Board of Directors. The Company has not had any disagreements
with TL&Co on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of TL&Co, would have caused them to make
reference thereto in their report on the financial statements of the Company.
The Company has requested TL&Co furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements.

On April 16, 2003, the Company engaged Malone & Bailey, PPLC, of
Houston, Texas as its principal independent accountants to audit the Company's
financial statements. The Company's Board of Directors approved the engagement
of Malone & Bailey, PLLC on April 15, 2003.

ANNUAL REPORT

The Company's Annual Report of Form 10-KSB covering the fiscal year
ended December 31, 2003 accompanies this Proxy Statement. Except for the
financial statements included in the Annual Report that are specifically
incorporated by reference herein, the Annual Report of Form 10-KSB is not
incorporated in this Proxy Statement and is not to be deemed part of this proxy
soliciting material. Additional copies of the Annual Report of Form 10-KSB are
available upon request.

OTHER MATTERS

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) of the
Exchange Act requires the Company's directors, executive officers and persons
who own more than 10% of a registered class of the Company's Common Stock to
file initial reports of ownership and changes in ownership with the SEC and to
furnish the Company with copies of all Section 16(a) forms they file. The
Company believes that all filings required to be made under Section 16(a) were
timely made.

OTHER MATTERS. At the date hereof, the Board of Directors does not know
of any other business to be presented at the Annual Meeting of Shareholders. If
any other matter properly comes before the meeting, however, it is intended that
the persons named in the accompanying proxy will vote such proxy in accordance
with the discretion and instructions of the Board of Directors.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholders wishing to submit proposals for consideration by the
Company's Board of Directors at the Company's 2005 Annual Meeting of
Shareholders should submit them in writing to the attention of the Secretary of
the Company no later than January 12, 2005, so that it may be considered by the
Company for inclusion in its proxy statement and form of proxy for that meeting.

A shareholder who wishes to make a proposal at the 2005 Annual Meeting
of Shareholders without complying with the requirements of Rule 14a-8 (and
therefore without including the proposal in our proxy materials) must notify the
Company of the proposal by April 28, 2005. If a shareholder fails to timely give
notice of a potential proposal, then the persons named as proxies in the proxy
cards solicited by our Board of Directors for that meeting will be entitled to
vote the proxy cards held by them regarding that proposal, if properly raised at
the meeting, in their discretion or as directed by our management.

By Order of the Board of Directors,

Lawrence Wunderlich
Secretary
June 4, 2004

EXHIBIT A
---------
CYTOGENIX, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 30, 2004

P The proxies are directed to vote as specified below and in their
discretion on all other matters coming before the meeting. If no
direction is made, the proxy will vote FOR all nominees listed below
and the approval of independent auditors. This proxy is solicited by
the Board of Directors.

R 1. ELECTION OF DIRECTORS - Lawrence Wunderlich, John J. Rossi and
Raymond L. Ocampo.

[ ] Vote FOR from all nominees listed above,
except vote withheld from (to withhold
authority to vote for any individual
nominee, write in the names on the line
below:)

O ------------------------------------------------------------------

[ ] Vote WITHHELD from all nominees

X 2. APPROVAL OF INDEPENDENT AUDITORS.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

[ ] I plan to attend the meeting.

Y PLEASE SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY, USING THE ENCLOSED ENVELOPE.

A-1

EXHIBIT A
---------

CYTOGENIX, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 30, 2004

The undersigned appoints Frank Vazquez and Lawrence Wunderlich, and each of
them, as attorneys and proxies of the undersigned, with power of substitution,
to represent the undersigned at the Annual Meeting of Shareholders of CygoGenix,
Inc. (the "Company") to be held June 30, 2004, and at any adjournment thereof,
and to vote all shares of Common Stock of the Company which the undersigned is
entitled to vote on all matters coming before said meeting.

Dated:________________________, 2004

------------------------------------
Signature

------------------------------------
Signature if held jointly

THIS PROXY MUST BE SIGNED EXACTLY AS NAME APPEARS
HEREON. Executors, administrators, trustees, etc., should
give full title as such. If the signer is a corporation,
please sign full corporate name by duly authorized officer.
If signer is a partnership, please sign partnership name by
authorized person.

A-2