CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 31, 2004
Date of Report
(Date of Earliest Event Reported)
CytoGenix, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-26807 76-0484097
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3100 WILCREST, STE. 140,
HOUSTON, TEXAS 77042
(Address of principal executive offices (zip code))
(713) 789-0070
(Registrant's telephone number, including area code)
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Malone & Bailey, PLLC (the "Former Accountant") was dismissed on August 19, 2004
as CytoGenix, Inc.'s independent auditors. Malone & Bailey's audit reports as of
December 31, 2003 and 2002 and for the two years then on the Cytogenix, Inc.'s
financial statements, did not contain an adverse opinion or disclaimer of
opinion, or qualification or modification as to uncertainty, audit scope, or
accounting principles, except that the report indicated that the Company has
suffered recurring losses and its need to raise additional capital that raise
substantial doubt about its ability to continue as a going concern.
During the two most recent fiscal years ended December 31, 2003 and 2002 and in
the subsequent interim periods through the date of dismissal, there were no
disagreements with Malone & Bailey, PLLC on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope and procedures
which, if not resolved to the satisfaction of Malone & Bailey PLLC would have
caused Malone & Bailey, PLLC to make reference to the matter in their report.
CytoGenix, Inc. has requested Malone & Bailey, PLLC to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated August 31, 2004 is filed as Exhibit 16 to this Form
8-K. Lopez, Blevins, Bork & Associates, L.L.P. was engaged on August 19, 2004 as
CytoGenix, Inc.'s principal accountant to audit the financial statements of
CytoGenix, Inc. The decision to change accountants was approved by the Board of
Directors.
During the years ended December 31, 2003 and 2002 and subsequent to December 31,
2003 through the date hereof, neither CytoGenix, Inc. nor anyone on its behalf
consulted with Lopez, Blevins, Bork & Associates, L.L.P. regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
CytoGenix, Inc.'s financial statements, nor has Lopez, Blevins, Bork &
Associates, L.L.P. provided to CytoGenix, Inc. a written report or oral advice
regarding such principles or audit opinion or any matter that was the subject of
a disagreement or reportable events set forth in Item 304(a)(iv), respectively,
of Regulation S-B.
CytoGenix, Inc. has requested Lopez, Blevins, Bork & Associates, L.L.P. review
the disclosure in this report on Form 8-K and provided Lopez, Blevins, Bork &
Associates, L.L.P. the opportunity to furnish CytoGenix, Inc. with a letter
addressed to the Commission containing any new information, clarification of
CytoGenix, Inc.'s expression of its views, or the respects in which Lopez,
Blevins, Bork & Associates, L.L.P. does not agree with the statements made by
CytoGenix, Inc. in this report. Lopez, Blevins, Bork & Associates, L.L.P. has
advised CytoGenix, Inc. that no such letter need be issued.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
16.1 Letter from Malone & Bailey, PLLC regarding change in certifying
accountant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
CytoGenix, Inc.
By: /s/ Malcolm Skolnick
--------------------------
Malcolm Skolnick, Ph.D., JD
Chief Executive Office
Dated: August 31, 2004
Exhibit 16.1
August 31, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CytoGenix, Inc.
Commission File Number 000-23807
We have read the statements that we understand CytoGenix, Inc. will include
under Item 4 of the Form 8-K report it will file regarding the recent change of
auditors. We agree with such statements made regarding our firm. We have no
basis to agree or disagree with other statements made under Item 4.
Very truly yours,
/s/ Malone & Bailey, PLLC
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Malone & Bailey, PLLC