Attached files

file filename
10-K - FORM 10-K - CytoDyn Inc.cyto10k053108.txt
EX-10.7 - STATEMENT OF WORK FOR VISTA BIOLOGICALS INC. - CytoDyn Inc.cyto10k053108ex107.txt
EX-10.6 - LEGAL SETTLEMENT - CytoDyn Inc.cyto10k053108ex106.txt
EX-32.1 - SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - CytoDyn Inc.cyto10k053108ex321.txt
EX-32.2 - SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER - CytoDyn Inc.cyto10k053108ex322.txt
EX-3.4 - AMENDMENT TO ARTICLES OF INCORPORATION - CytoDyn Inc.cyto10k053108ex34.txt
EX-31.1 - SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - CytoDyn Inc.cyto10k053108ex311.txt


Exhibit 31.2 Certification of the Chief Financial Officer

I, Corinne Allen, Chief Financial Officer, certify that:

1. I have reviewed this Annual Report on Form 10-K of Cytodyn, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

4. The Registrant's other certifying officer(s) and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
Registrant and have:

(a) designed such disclosure controls and procedures or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;

(b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation;

(d) disclosed in this report any change in the Registrant's internal controls
over financial reporting that occurred during the Registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal controls over financial reporting;
and

5. The Registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of the Registrant's Board of
Directors;

(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonable
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal control over
financial reporting.


                                                /s/ Corinne Allen
                                                -------------------------
                                                Corinne Allen
                                                Chief Financial Officer



Date: March 12, 2010