8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 8-K/A

                                 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 3, 2006


                                  CytoDyn, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Colorado                      000-49908                 75-3056237
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
 of incorporation)                                           Identification No.)


               227 E. Palace Ave, Suite M, Santa Fe, NM     87501
              -----------------------------------------------------
              (Address of Principal Executive Offices)   (Zip Code)


                                 (505) 988-5520
                                 --------------
              (Registrant's telephone number, including area code)


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)






Item 4.02 (b)

On August 29, 2006 the our auditors, Cordovano & Honeck, P.C. notified us that
they believe a commitment or contingency that was previously reported on our
Form 10QSB for the quarter ended February 29, 2006 should be recharacterized and
reflected in the our current audited financial statements for the year ended May
31, 2006. Our auditors did not sign the audit letter for the original Form 10KSB
filed on August 29, 2006 as they believe the financial statements accompanying
the Form 10KSB could not be relied upon. We will therefore be amending our 10KSB
immediately to include a $150,000 contingency liability for a legal judgement
that is on appeal. See details below. Included in the amended Form 10KSB will be
the signed audit letter therefore reflecting our financial statements can now be
relied upon for the fiscal year ended May 31, 2006.

Rex H. Lewis, a Defendant and former director and C.E.O. of Amerimmune
Pharmaceuticals, Inc. filed a First Amended Cross-Complaint against CytoDyn of
New Mexico, Inc., (predecessor company) Allen D. Allen, Corinne E. Allen, Ronald
J. Tropp, Brian J. McMahon , Daniel M. Strickland, M.D. and unknown others
designated as "Does 101-150".

The Cross-Complaint was settled pursuant to a settlement agreement entered into
by the parties involved. The terms of the agreement are confidential.

In connection with that settlement, Mr. Lewis and Maya LLC were awarded by the
Los Angeles Superior Court attorneys' fees in the amount of approximately
$150,000. We have appealed the Court's order. The matter has not yet been
briefed. Management believes we have a strong basis to appeal. In any event,
this judgement has been accrued on the financial statements accompanying the
amended Form 10KSB, which will be immediately filed after this report has been
filed.

Our auditors have provided a letter which is attached as an Exhibit concurring
with the disclosures filed herein.



                                   SIGNATURE

Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.



                                        CytoDyn, Inc.


Date: September 1, 2006                 /s/ Allen D. Allen
                                        ----------------------------
                                        Allen D. Allen
                                        President

EX-99.1

Cordovano and Honeck LLP                            Certified Public Accountants
- --------------------------------------------------------------------------------
                                                    88 Inverness Circle East
                                                    Building M-103
                                                    Englewood, Colorado 80112
                                                    (303) 329-0220 Phone
                                                    (303) 316-7493 Fax
- --------------------------------------------------------------------------------

                                September 1, 2006

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549


Re:    CytoDyn, Inc.



Commissioners:

We are the principal accountants for CytoDyn, Inc. We have read CytoDyn, Inc.'s
statements which we understand will be filed with the Commission pursuant to
Item 4.02 (b) of Form 8-K. We agree with the statements concerning our Firm in
such Form 8-K.


Very truly yours,



/s/ Cordovano and Honeck LLP
- ----------------------------
Cordovano and Honeck LLP