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.
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(Exact name of registrant as specified in its charter)
Colorado 000-49908 75-3056237
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
227 E. Palace Ave, Suite M, Santa Fe, NM 87501
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(Address of Principal Executive Offices) (Zip Code)
(505) 988-5520
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(Registrant's telephone number, including area code)
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(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 have therefore amended our 10KSB to
include a $150,000 contingency liability for a legal judgement that is on
appeal. See details below. Included in the amended Form 10KSB is the signed
audit letter therefore reflecting our financial statements can now be relied
upon for the fiscal year ended May 31, 2006.
In April 2004 CytoDyn filed an action in Los Angeles Superior Court against the
directors of Amerimmune Pharmaceuticals for failing to supervise management.
This action was mandated by federal case law in that CytoDyn owns the trademark
"Cytolin." When the CEO of Amerimmune attempted to throw Amerimmune into
bankruptcy, thereby ceasing its operations, Amerimmune was no longer operating
and the issue became moot. In the meantime, Amerimmune had moved to Ventura
County and CytoDyn recovered its property in the Ventura County court.
In connection with that action, some directors of Amerimmune were awarded by the
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 filed amended Form 10KSB.
Our auditors have provided a letter which is attached as an Exhibit concurring
with the disclosures filed herein.
The company's authorized officers did discuss the matters disclosed in the
company's 8K that was filed September 1, 2006 with the independent auditor from
Cordovano & Honeck. The discussions led to the disclosures as filed on the 8K.
The authorized officers also communicated the matters disclosed with the audit
committee. The officers and audit committee reviewed the disclosures as filed
with the Commission and are fully aware of the matters disclosed. The officers,
audit committee members and independent auditor are all in agreement with the
disclosures filed.
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 25, 2006 /s/ Allen D. Allen
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Allen D. Allen
President