UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) October 16, 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 October 3, 2006 the company's audit committee dismissed our auditors
Cordovano and Honeck LLP, as reported in the Current Report on Form 8-K filed on
October 6, 2006.
On October 16, 2006 our new auditors Pender Newkirk & Company informed our
Corporate Secretary and Vice President that they identified a misstatement in
the financial statements filed as part of our Annual Report on Form 10KSB for
the fiscal year ended May 31, 2006, as amended on September 1, 2006 (the "Form
10KSB-A"). The misstatement related to the accounting for the conversion option
on certain convertible notes payable, which were initially accounted for as a
derivative liability. This derivative liability has been restated to be
correctly accounted for as a beneficial conversion feature and included as a
component of additional paid-in capital. As a result, Pender Newkirk has stated
that the financial statements accompanying the Form 10KSB-A should not be relied
upon. We will therefore amend our 10KSB-A immediately to correctly characterize
this accounting.
The company's authorized officers did discuss the matters disclosed in this
report with independent auditors from Cordovano & Honeck and our new auditors at
Pender Newkirk. The discussions led to the disclosures as filed in this report.
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: October 20, 2006 /s/ Allen D. Allen
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Allen D. Allen
President