United States
Securities and Exchange Commission
Washington, D.C. 20549
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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): January 14, 2010
CytoGenix, Inc.
(Exact name of registrant as specified in its charter)
0-26807
(Commission File Number)
Nevada 76-0484097
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
1570 Dustin Cade Drive, New Braunfels, Texas 78130
(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))
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Item 4.02 Non-Reliance on Previously Issued Financial Statements
On January 14, 2010, the officers of CytoGenix, Inc. (the "Company")
concluded that the financial statements included in the Form 10-K for the period
ended December 31, 2008 and the Form 10-Q for the period ended March 31, 2009
should not be relied upon because of an impairment provision on its inventory at
December 31, 2008 that was not recognized in the financial statements.
Officers and Directors of the Company have discussed this issue with
the independent accountant and came to the conclusion on January 14, 2010, that
the financial statements included in the Form 10-K for the period ended December
31, 2008 2008 and the Form 10-Q for the period ended March 31, 2009should no
longer be relied upon.
As the result of establishing the impairment provision against
inventory, we are restating our financial statements included in the Form 10-K
for the period ended December 31, 2008 and the in the Form 10-Q for the period
ended March 31, 2009 and associated disclosures to include the impairment
provision against its inventory at December 31, 2008. The establishment of the
impairment provision against inventory resulted in the understatement of
non-cash expenses and a corresponding understatement of net loss by $189,999 for
the year ending December 31, 2008. The restatement impacted certain line items
within cash flows from operations, but had no effect on total cash flows from
operations and did not impact cash flows from financing or investing activities.
This restatement had no impact on the balance sheets, statements of operations
or the net decrease in cash and cash equivalents reported in the statements of
cash flows for any periods reported prior to January 1, 2008.
We have requested our independent accountant to furnish us as promptly
as possible a letter addressed to the Commission stating whether the independent
accountant agrees with the statements made in this Form 8-K in response to this
Item 4.02 and, if not, to state the respects in which it does not agree. We will
file an amended Form 8-K to include our independent accountant's letter as an
exhibit to this filed Form 8-K no later than two business days after we receive
their response letter.
An amendment to the Annual Report on Form 10-K for the period ended
December 31, 2008 correcting the impairment provision against inventory, will be
filed in the near future followed by an amended Form 10-Q for the period ending
March 31, 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.
February 25, 2010 CytoGenix, Inc.
By: /s/ Randy Moseley
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Randy Moseley, Chief Financial Officer
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