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

                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING



(Check One):  [X]Form 10-K   [ ]Form 20-F   [ ]Form 11-K   [ ]Form 10-Q
              [ ]Form 10-D   [ ]Form N-SAR  [ ]Form N-CSR

For Period Ended:  May 31, 2010

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
    For the Transition Period Ended: __________________

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Read Instruction (on back page) 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.
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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

CYTODYN, INC.
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Full Name of Registrant


1511 Third Street
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Address of Principal Executive Office (Street and Number)


Santa Fe, NM 87505
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City, State and Zip Code



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;

[X]  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
          hereof, will be filed on or before the fifteenth calendar day
          following the prescribed due date;
          or the subject quarterly report of transition report on Form 10-Q or
          subject distribution report on Form 10-D, 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
          has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 20-F, 11- K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

      The Registrant is unable to file by August 30, 2010, without unreasonable
      effort and expense, its Form 10-K Annual Report for the period ended May
      31, 2010 because additional documentation is needed.

PART IV - OTHER INFORMATION

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


     Allen 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.


NARRATIVE AND QUALITATIVE EXPLANATION OF THE ANTICIPATED CHANGE:

     N/A

                                  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
hereunto duly authorized.



Date:  August 30, 2010                By: /s/ Allen D. Allen
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                                          Allen D. Allen
                                          President and CEO