UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                Commission File Number 000-49908
                                                                       ---------
(Check One):
[X] Form 10-K and Form 10-KSB    [ ] Form 11-K
[ ] Form 20-F                    [ ] Form 10-Q and Form 10-QSB    [ ] Form N-SAR

For Period Ended: May 31, 2007
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR

For the Transition Period Ended:
                                 -----------------------------------------------

    Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

    If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
                                                        ------------------------

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                                     PART I
                             REGISTRANT INFORMATION

    Full name of registrant   CytoDyn, Inc.
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    Former name if applicable
                              --------------------------------------------------

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    Address of principal executive office (Street and number)
                                                              ------------------
    227 E. Palace Ave, Suite M
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    City, state and zip code   Santa Fe, NM 87501
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                                     PART II
                            RULES 12b-25(b) AND (c)

    If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

    (a)  The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

    (b)  The subject annual report, semi-annual report, transition report on
         Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof will
[x]      be filed on or before the 15th calendar day following the S/B 5th
         prescribed due date; or the subject quarterly report or transition
         report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
         before the fifth calendar day following the prescribed due date; and

    (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
         has been attached if applicable.

                                    PART III
                                    NARRATIVE

    State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)


The client can not complete filing without incurring undue expenses. In
addition, the SEC website was not responding to our submission request.


                                     12b25-1




                                     PART IV
                                OTHER INFORMATION

    (1)  Name and telephone number of person to contact in regard to this
notification.

 Alan D. Allen                                 505                 988-5520
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     (Name)                                 (Area Code)       (Telephone Number)

    (2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
                                                             [x] Yes      [ ] No

    (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                             [ ] Yes      [x] No

     If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.



                                  CytoDyn, Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:    August 30, 2007        By:  /s/ Allen D. Allen    President and CEO
      ---------------------        ---------------------------------------------

Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

    Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).




                              GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 of the General Rules and Regulations
    under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  Electronic Filers. This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period prescribed due to difficulties in
    electronic filing should comply with either Rule 201 or Rule 202 of
    Regulation S-T or apply for an adjustment in filing date pursuant to Rule
    13(b) of Regulation S-T.

                                     12b25-2