EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In
connection with the Quarterly Report of Oxygen Biotherapeutics, Inc. (the Company) on Form 10-Q for the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report),
I, Chris J. Stern, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:



| | 1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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| | 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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|Date: December 22, 2008 |  |  |  | /s/ Chris J. Stern     
|                        |  |  |  | Chris J. Stern         
|                        |  |  |  | Chief Executive Officer

In connection with the Quarterly Report of Oxygen Biotherapeutics, Inc. (the Company) on Form 10-Q for
the period ended October 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Charles H. Seeman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:



| | 1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
| | -- | ---------------------------------------------------------------------------------------------------------------------



| | 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------



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|----------------------- |  |  |  | -----------------------
|                        |  | 
|Date: December 22, 2008 |  |  |  | /s/ Charles H. Seeman  
|                        |  |  |  | Charles H. Seeman      
|                        |  |  |  | Chief Financial Officer

The foregoing certification is being furnished solely to acCompany the Report pursuant to 18 U.S.C.
Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof,
regardless of any general incorporation language in such filing.