UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CYTODYN, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
23283M101
(CUSIP Number)
February 23, 2007
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 14756B102 13G Page 2 of 5 pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allen D. Allen
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
5 SOLE VOTING POWER
NUMBER OF
SHARES 2,131,415
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
2,131,415
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,131,415
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%
12 TYPE OF REPORTING PERSON
IN
Page 3 of 5 pages
Item 1(a) NAME OF ISSUER:
CYTODYN, INC.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
227 E. Palace Avenue, Suite M
Santa Fe, New Mexico 87501
Item 2(a) NAME OF PERSON FILING:
Allen D. Allen
Item 2(b) Address of Principal Business Office, or if none, residence:
4236 Longridge Ave, # 302
Studio City, CA 91604
Item 2(c) CITIZENSHIP:
USA
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, No Par Value
Item 2(e) CUSIP NUMBER:
23283M101
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the filing person is a:
(a) |_| Broker or Dealer registered under Section 15 of the Exchange Act;
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) |_| Investment company registered under Section 8 of the Investment Company
Act;
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the | Investment Company Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP NO. 23283M101 13G Page 4 of 5
Item 4. Ownership:
With respect to the beneficial ownership of shares of common stock of
Cytodyn, Inc., see Items 5 through 8 of the cover pages to this Schedule 13G,
which are incorporated herein by reference.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is filed to report that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 5 of 5 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2007
CYTODYN, INC
/s/ Allen D. Allen
--------------------------
Allen D. Allen