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) April 8, 2010


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


         Colorado                 000-49908               75-3056237
---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


                      1511 Third Street, Santa Fe, NM 87505
              -----------------------------------------------------
               (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)

Check the appropriate box below if the Form 8-K filing is intended to be
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425).

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))





Item 5.02 Compensatory Arrangement of Certain Officers.

On April 8, 2010, the Company's Board of Directors approved compensation
arrangements for the Company's Chief Executive Officer Allen D. Allen, Chief
Financial Officer Corinne Allen and Chief Operating Officer Nader Pourhassan.

For the period April 1, 2010 through June 30, 2010 the Company's three
Executive Officers will be paid semi-monthly based upon the annual salary
amounts as set forth below:

Allen D. Allen, President and CEO                             $200,000 Annually
Corinne Allen, Chief Financial and Accounting Officer         $150,000 Annually
Nader Pourhassan, Chief Operating Officer                     $200,000 Annually



                                    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: April 9, 2010
                                        /s/ Allen D. Allen
                                        ----------------------------
                                        Allen D. Allen