INDEPENDENT AUDITORS' CONSENT

Securities and Exchange Commission
Washington, DC


We consent to the use in this  Registration  Statement of CytoDyn,  Inc. on Form
SB-2, of our report dated August 20, 2004,  appearing in the  Prospectus and the
Selected Financial Data, which is part of this Registration Statement.

We also  consent to the  reference  to us under the  heading  "Experts"  in such
Prospectus.





/s/ Cordovano and Honeck, P.C.
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Cordovano and Honeck, P.C.
Denver, Colorado
September 22, 2004