----

----

| Delaware                 |   | 26-2593535                 |
|--------------------------|--------|----------------------------|
| (State of Incorporation) |   | (IRS Employer I.D. Number) |

| ONE Copley Parkway, Suite 490, Morrisville, NC |   | 27560      |
|------------------------------------------------|--------|------------|
| (Address of Principal Executive Offices)       |   | (Zip Code) |

| Title of Each Class                       |   | Name of Each Exchange on Which Registered |
|-------------------------------------------|--------|-------------------------------------------|
| Common Stock, $0.0001 par value per share |   | The NASDAQ Stock Market LLC               |

----

----

----

|          |   |                                                                                           |   | Page   |   |
|---------------|--------|------------------------------------------------------------------------------------------------|--------|--------|--------|
| Part III |   |                                                                                           |   |   |   |
|          |   |                                                                                           |   |   |   |
| 10.           |   | Directors, Executive Officers and Corporate Governance                                         |   |   | 5      |   |
|          |   |                                                                                           |   |   |   |   |
| 11.           |   | Executive Compensation                                                                         |   |   | 8      |   |
|          |   |                                                                                           |   |   |   |   |
| 12.           |   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |   |   | 18     |   |
|          |   |                                                                                           |   |   |   |   |
| 13.           |   | Certain Relationships and Related Transactions, and Director Independence                      |   |   | 20     |   |
|          |   |                                                                                           |   |   |   |   |
| 14.           |   | Principal Accountant Fees and Services                                                         |   |   | 23     |   |

----

----

----

| Name                 |   | Age    |   | Position(s) with Oxygen Biotherapeutics, Inc. |   | Director Since |
|----------------------|--------|--------|--------|-----------------------------------------------|--------|----------------|
|                 |   |   |   |                                          |   |           |
| Rene A. Eckert       |   | 66     |   | Interim Chairman                              |   | October 2009   |
| J. Melville Engle    |   | 61     |   | Director                                      |   | March 2009     |
| Gregory Pepin        |   | 28     |   | Director                                      |   | August 2009    |
| William A. Chatfield |   | 60     |   | Director                                      |   | October 2009   |
| Ronald R. Blanck, DO |   | 69     |   | Director                                      |   | December 2009  |

----

| Name                   |   | Age    |   | Position                                                                                                                    |
|------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------|
| Michael B. Jebsen, CPA |   | 40     |   | Chief Financial Officer, Interim Chief Executive Officer  and Executive Vice President Finance and Administration |
|                   |   |   |   |                                                                                                                        |
| Gerald Klein, MD       |   | 64     |   | Chief Medical Officer                                                                                                       |

----

| ·   | reviewing, evaluating, and discussing our financial statements and other financial information prepared on our behalf; |
|--------------------|------------------------------------------------------------------------------------------------------------------------|

| ·   | selecting, retaining, and monitoring the independence and performance of our outside auditors, including overseeing the audits of our financial statements and approving any non-audit services; |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | assisting the Board in fulfilling its oversight responsibilities, primarily through overseeing management’s conduct of our accounting and financial reporting process and systems of internal accounting and financial controls; |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | providing an avenue of communication among the outside auditors, management and the Board; and |
|--------------------|------------------------------------------------------------------------------------------------|

| ·   | preparing an annual report of the Audit Committee for inclusion in our proxy statement. |
|--------------------|-----------------------------------------------------------------------------------------|

----

| Name and Principal Position                                           |   | Year   |   | Salary  |   |   | Non-Equity Incentive Plan (2) (3) |    |   | Bonus  |   |   | Stock Awards (1) |   |   | Option Awards (1) |   |   | All Other Compensation |   |   | Total  |   |
|-----------------------------------------------------------------------|--------|--------|--------|---------|--------|--------|-----------------------------------|---------|--------|--------|--------|--------|------------------|--------|--------|-------------------|--------|--------|------------------------|--------|--------|--------|--------|
|                                                                  |   |   | ($)    |    |   | ($)    |                              |    | ($)    |   |   | ($)    |             |   | ($)    |              |   | ($)    |                   |   | ($)    |   |
|                                                                  |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |
| Chris J. Stern (7)                                                    | 2011   |   |   | 300,000 |   |   |                              | 130,980 | (2)    |   |   | -      |             |   |   | 29,113            | (3)    |   |                   | -      |   |   |   | 9,600 |   |   |   | 469,693 |   |
| Former Chairman and                                                   | 2010   |   |   | 300,000 |   |   |                              | 100,000 |   |   |   | -      |             |   |   | 160,207           |   |   |                   | -      |   |   |   | 9,600 |   |   |   | 569,807 |   |
| Chief Executive Officer                                               |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
|                                                                  |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
| Dr. Richard Kiral                                                     | 2011   |   |   | 235,917 |   |   |                              | -       |   |   |   | -      |             |   |   | -                 |   |   |                   | 29,443 |   |   |   | 29,383 | (4) |   |   | 294,743 |   |
| Former President and                                                  | 2010   |   |   | 247,000 |   |   |                              | 80,275  |   |   |   | -      |             |   |   | 43,225            |   |   |                   | 74,041 |   |   |   | 9,600 |   |   |   | 454,141 |   |
| Chief Operating Officer                                               |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
|                                                                  |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
| Dr. Gerald Klein                                                      | 2011   |   |   | 172,443 |   |   |                              | 75,000  | (2)    |   |   | -      |             |   |   | 22,275            | (6)    |   |                   | -      |   |   |   | 24,350 | (5) |   |   | 294,068 |   |
| Chief Medical Officer                                                 |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
|                                                                  |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |
| Michael B. Jebsen, CPA (8)                                            | 2011   |   |   | 210,000 |   |   |                              | 70,000  | (2)    |   |   | -      |             |   |   | -                 |   |   |                   | 42,720 |   |   |   | 9,600 |   |   |   | 332,320 |   |
| Interim Chief Executive Officer, Secretary andChief Financial Officer |   |   |   |    |   |   |                              |    |   |   |   |   |             |   |   |              |   |   |                   |   |   |   |   |   |   |   |   |   |   |

| (1) | The amounts in these columns reflect the aggregate grant date fair value of awards granted during the year computed in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation — Stock Compensation. The assumptions made in determining the fair values of our stock and option awards are set forth in Note G to our Consolidated Financial Statements included in the our Form 10-K for the year ended April 30, 2011, filed with the SEC on July 15, 2011. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | These payments were made based on achievement of milestones in accordance with Mr. Stern’s, Dr. Klein’s, and Mr. Jebsen’s employment agreements, which are described below in the section entitled “Employment Contracts.”                                                                                                                                                                                                                                      |
| (3) | Represents the grant date fair value of the shares issued on a monthly basis as part of his annual compensation.  Mr. Stern’s annual compensation was paid in accordance with the terms of his employment agreement, which is described below in the section entitled “Employment Contracts.”                                                                                                                                                                     |
| (4) | The amounts in this column include $20,583 in compensation earned in accordance with Dr. Kiral’s Consulting Agreement following his resignation on April 2, 2011, which is described below in the section entitled “Employment Contracts.”                                                                                                                                                                                                                                  |
| (5) | The amounts in this column include $14,750 in cash compensation earned for the period Dr. Klein served as a non-employee Director. Effective May 30, 2010, Dr. Klein resigned from his role of Director and accepted the role of Chief Medical Officer.                                                                                                                                                                                                                                       |
| (6) | Represents the grant date fair value of the shares issued in accordance with the terms of his employment agreement, which is described below in the section entitled “Employment Contracts.”                                                                                                                                                                                                                                                                                      |
| (7) | Mr. Stern ceased serving as our Chairman and Chief Executive Officer effective August 24, 2011.                                                                                                                                                                                                                                                                                                                                                                                               |
| (8) | Mr. Jebsen began serving as our Interim Chief Executive Officer, effective August 24, 2011.                                                                                                                                                                                                                                                                                                                                                                                                   |

----

----

| Name                                           |   | Grant Date |   |   | Number of Securities Underlying Options (1) |   |   | Exercise Price of Option ($/Sh) |   |   | Grant Date Fair Value of Option Awards ($)(2) |   |
|------------------------------------------------|--------|------------|--------|--------|---------------------------------------------|--------|--------|--------------------------------------|--------|--------|-----------------------------------------------|--------|
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |
|  Chris J. Stern                           |   |       | -      |   |                                        |   | -      |                                 |   |   | -                                             |   |   |   | - |   |
| Former Chairman and                            |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
| Chief Executive Officer                        |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
| Dr. Richard Kiral                              |   | 5/1/2010   |   |   |                                        | 1,334  |   |                                 |   | 5.00   |                                          |   |   | 5,058 |   |
| Former President and                           |   | 6/1/2010   |   |   |                                        | 1,334  |   |                                 |   | 2.97   |                                          |   |   | 3,028 |   |
| Chief Operating Officer                        |   | 7/1/2010   |   |   |                                        | 1,334  |   |                                 |   | 2.89   |                                          |   |   | 2,934 |   |
|                                           |   | 8/1/2010   |   |   |                                        | 1,334  |   |                                 |   | 2.74   |                                          |   |   | 2,767 |   |
|                                           |   | 9/1/2010   |   |   |                                        | 1,334  |   |                                 |   | 3.04   |                                          |   |   | 3,058 |   |
|                                           |   | 10/1/2010  |   |   |                                        | 1,334  |   |                                 |   | 2.53   |                                          |   |   | 2,552 |   |
|                                           |   | 11/1/2010  |   |   |                                        | 1,334  |   |                                 |   | 2.11   |                                          |   |   | 2,132 |   |
|                                           |   | 12/1/2010  |   |   |                                        | 1,334  |   |                                 |   | 2.15   |                                          |   |   | 2,142 |   |
|                                           |   | 1/1/2011   |   |   |                                        | 1,334  |   |                                 |   | 1.92   |                                          |   |   | 1,881 |   |
|                                           |   | 2/1/2011   |   |   |                                        | 1,334  |   |                                 |   | 2.05   |                                          |   |   | 2,003 |   |
|                                           |   | 3/1/2011   |   |   |                                        | 1,334  |   |                                 |   | 1.93   |                                          |   |   | 1,888 |   |
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
| Michael B. Jebsen, CPA                         |   | 5/1/2010   |   |   |                                        | 667    |   |                                 |   | 5.00   |                                          |   |   | 2,529 |   |
| Interim Chief Executive Officer, Secretary and |   | 6/1/2010   |   |   |                                        | 667    |   |                                 |   | 2.97   |                                          |   |   | 1,514 |   |
| Chief Financial Officer                        |   | 7/1/2010   |   |   |                                        | 667    |   |                                 |   | 2.89   |                                          |   |   | 1,467 |   |
|                                           |   | 8/1/2010   |   |   |                                        | 667    |   |                                 |   | 2.74   |                                          |   |   | 1,384 |   |
|                                           |   | 8/13/2010  |   |   |                                        | 3,333  |   |                                 |   | 2.79   |                                          |   |   | 1,529 |   |
|                                           |   | 9/1/2010   |   |   |                                        | 667    |   |                                 |   | 3.04   |                                          |   |   | 1,276 |   |
|                                           |   | 10/1/2010  |   |   |                                        | 667    |   |                                 |   | 2.53   |                                          |   |   | 7,025 |   |
|                                           |   | 11/1/2010  |   |   |                                        | 667    |   |                                 |   | 2.11   |                                          |   |   | 1,066 |   |
|                                           |   | 12/1/2010  |   |   |                                        | 667    |   |                                 |   | 2.15   |                                          |   |   | 1,071 |   |
|                                           |   | 12/1/2010  |   |   |                                        | 12,500 |   |                                 |   | 2.15   |                                          |   |   | 941 |   |
|                                           |   | 1/1/2011   |   |   |                                        | 667    |   |                                 |   | 1.92   |                                          |   |   | 20,072 |   |
|                                           |   | 2/1/2011   |   |   |                                        | 667    |   |                                 |   | 2.05   |                                          |   |   | 1,001 |   |
|                                           |   | 3/1/2011   |   |   |                                        | 667    |   |                                 |   | 1.93   |                                          |   |   | 944 |   |
|                                           |   | 4/1/2011   |   |   |                                        | 667    |   |                                 |   | 1.84   |                                          |   |   | 901 |   |
|                                           |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |
| Dr. Gerald Klein                               |   |       | -      |   |                                        |   | -      |                                 |   |   | -                                             |   |   |   | - |   |
| Chief Medical Officer                          |   |       |   |   |                                        |   |   |                                 |   |   |                                          |   |   |   |   |   |

| (1)    | Each option listed in the table immediately vests and is exercisable over a ten-year period.                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (2)    | The amounts in this column reflects the aggregate grant date fair value of awards granted during the year computed in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation — Stock Compensation. The assumptions made in determining the fair values of our option awards are set forth in Note G to our Consolidated Financial Statements included in the our Form 10-K for the year ended April 30, 2011, filed with the SEC on July 15, 2011. |

----

|                    |   | Option awards                                                     |    | Stock awards |
|-------------------------|--------|-------------------------------------------------------------------|---------|--------------|
| Name                    |   | Number of securities underlying unexercised options (Exercisable) |    |         | Number of securities underlying unexercised options (Unexercisable) |   |   | Option exercise price |   |   Option expiration date |   | Number of shares or units of stock that have not vested |   |   Market value of shares or units of stock that have not vested |
|                    |   |                                                              | (#)     |         |   | (#)(1) |   |   | ($/Sh) |   |   |   | (#) |   | ($) |
|                    |   |                                                              |    |         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Chris J. Stern          |   |                                                              | 66,667  |         |   |   |   |   |   |   | 3.68 |   | 11/20/2017 |   |   |   |   |   |
| Former Chairman and     |   |                                                              | 266,667 |         |   |   |   |   |   |   | 3.68 |   | 9/22/2018 |   |   |   |   |   |
| Chief Executive Officer |   |                                                              |    |         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                    |   |                                                              |    |         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Dr. Richard Kiral       |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 4.50 |   | 2/1/2012 |   |   |   |   |   |
| Former President and    |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 2.25 |   | 2/1/2013 |   |   |   |   |   |
| Chief Operating Officer |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 2.25 |   | 3/1/2014 |   |   |   |   |   |
|                    |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 3.60 |   | 2/1/2015 |   |   |   |   |   |
|                    |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 1.35 |   | 3/28/2016 |   |   |   |   |   |
|                    |   |                                                              | 5,000   | (2)          |   |   |   |   |   |   | 1.80 |   | 3/9/2017 |   |   |   |   |   |
|                    |   |                                                              | 10,000  | (2)          |   |   |   |   |   |   | 4.20 |   | 1/9/2018 |   |   |   |   |   |
|                    |   |                                                              | 1,333   | (2)          |   |   |   |   |   |   | 4.73 |   | 12/1/2018 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.90 |   | 1/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 10,000  | (2)          |   |   |   |   |   |   | 3.90 |   | 1/9/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 4.65 |   | 2/2/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.90 |   | 3/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.45 |   | 4/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.30 |   | 5/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.53 |   | 6/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 3.78 |   | 7/1/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 6.00 |   | 7/31/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 6.38 |   | 8/31/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 5.85 |   | 9/30/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 6.45 |   | 10/31/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 5.58 |   | 11/30/2019 |   |   |   |   |   |
|                    |   |                                                              | 1,333   |         |   |   |   |   |   |   | 5.79 |   | 1/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 5.73 |   | 2/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 5.10 |   | 3/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 5.00 |   | 4/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 5.00 |   | 5/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.97 |   | 6/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.89 |   | 7/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.74 |   | 8/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 3.04 |   | 9/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.53 |   | 10/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.11 |   | 11/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.15 |   | 12/1/2020 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 1.92 |   | 1/1/2021 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 2.05 |   | 2/1/2021 |   |   |   |   |   |
|                    |   |                                                              | 1,334   |         |   |   |   |   |   |   | 1.93 |   | 3/1/2021 |   |   |   |   |   |

----

|                                       |   | Option awards                                                     |   | Stock awards |
|--------------------------------------------|--------|-------------------------------------------------------------------|--------|--------------|
|                                       |   |                                                              |   |         |   |   |   |   |   |   |   |   |
| Name                                       |   | Number of securities underlying unexercised options (Exercisable) |   |         | Number of securities underlying unexercised options (Unexercisable) |   |   | Option exercise price |   | Option expiration date |   | Number of shares or units of stock that have not vested |   | Market value of shares or units of stock that have not vested |
|                                       |   | (#)                                                               |   |         | (#)(1) |   |   | ($/Sh) |   |   |   | (#) |   | ($) |
|                                       |   |                                                              |   |         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Michael B. Jebsen, CPA                     |   |                                                              | 667    | (3)          |   |   |   |   |   |   | 6.15 |   | 7/20/2019 |   |   |   |   |   |
| Interim Chief Executive Officer, Secretary |   |                                                              | 3,333  |         |   |   |   |   |   |   | 5.85 |   | 8/12/2019 |   |   |   |   |   |
| and Chief Financial Officer                |   |                                                              | 667    |         |   |   |   |   |   |   | 6.38 |   | 9/1/2019 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.85 |   | 10/1/2019 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 6.45 |   | 11/1/2019 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.58 |   | 12/1/2019 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.79 |   | 1/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.73 |   | 2/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.10 |   | 3/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.00 |   | 4/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 5.00 |   | 5/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.97 |   | 6/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.89 |   | 7/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.74 |   | 8/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 3,333  |         |   |   |   |   |   |   | 2.79 |   | 8/13/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 3.04 |   | 9/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.53 |   | 10/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.11 |   | 11/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.15 |   | 12/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 12,500 |         |   |   |   |   |   |   | 2.15 |   | 12/1/2020 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 1.92 |   | 1/1/2021 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 2.05 |   | 2/1/2021 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 1.93 |   | 3/1/2021 |   |   |   |   |   |
|                                       |   |                                                              | 667    |         |   |   |   |   |   |   | 1.84 |   | 4/1/2021 |   |   |   |   |   |
|                                       |   |                                                              |   |         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Dr. Gerald Klein                           |   |                                                              | 20,000 |         |   |   |   |   |   |   | 4.50 |   | 9/24/2011 |   |   |   |   |   |
| Chief Medical Officer                      |   |                                                              |   |         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |

| (1) | Except as otherwise noted, the option awards reflected in these columns vested immediately on the date of grant. The date of grant for each of these options is the date 10 years prior to the expiration date reflected in this table. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | These options were granted with the following vesting schedule: 34% on the first anniversary of the grant date, 33% on the second anniversary of the grant date and 33% on the third anniversary of the grant date.                     |
| (3) | These options were granted with the following vesting schedule: 100% on the first anniversary of the grant date.                                                                                                                        |

----

----

----

----

----

|                 |   | Fees Earned or Paid |    |   | Option |   |   |   |   |
|----------------------|--------|---------------------|---------|--------|--------|--------|--------|--------|--------|
|                 |   |  in Cash       |    |   | Awards |   |   | Total  |   |
| Director             |   | ($)                 |    |   | ($)(1) |   |   | ($)    |   |
|                 |   |                |    |   |   |   |   |   |   |
| J. Melville Engle    |   |                | 111,833 |   |   |   | -      |   |   |   | 111,833 |   |
| Gregory Pepin        |   |                | 78,000  |   |   |   | -      |   |   |   | 78,000 |   |
| Rene A. Eckert       |   |                | 85,500  |   |   |   | -      |   |   |   | 85,500 |   |
| William A. Chatfield |   |                | 75,500  |   |   |   | -      |   |   |   | 75,500 |   |
| Ronald R. Blanck, DO |   |                | 84,000  |   |   |   | -      |   |   |   | 84,000 |   |

| (1) | As of April 30, 2011, each non-employee director held an aggregate of 40,000 stock options. |
|-----|---------------------------------------------------------------------------------------------|

| ·   | An annual cash director fee in each fiscal year of $45,000 ($65,000 for our lead independent director), which was paid in equal monthly installments in arrears on the last day of each month; |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ·   | A cash fee for attending each meeting of the Board in the amount of $4,000; |
|--------------------|-----------------------------------------------------------------------------|

| ·   | A cash fee for attending each committee meeting of which the Director is a member in the amount of $500; and |
|--------------------|--------------------------------------------------------------------------------------------------------------|

| ·   | Reimbursement of travel and related expenses for attending Board and Committee meetings, as incurred. |
|--------------------|-------------------------------------------------------------------------------------------------------|

----

|                                                  |   | Amount and |      |   |     |   |
|-------------------------------------------------------|--------|------------|-----------|--------|----------|--------|
|                                                  |   | Nature of  |      |   |     |   |
| Beneficial Owner                                      |   | Beneficial |      |   | Percent  |   |
| Name and Address(1)                                   |   | Ownership  |      |   | of Class |   |
| Principal Stockholders                                |   |       |      |   |     |   |
|                                                  |   |       |      |   |     |   |
| Vatea Fund, Segregated Portfolio                      |   |       | 3,200,002 |   |     |   | 13.46 | % |
| Rue Du Borgeaud 10-B                                  |   |       |      |   |     |   |   |   |
| Gland, Switzerland 1196                               |   |       |      |   |     |   |   |   |
| JP SPC3 OXBT FUND (2)                                 |   |       | 4,079,825 |   |     |   | 14.65 | % |
| Rue Du Mont-Blanc                                     |   |       |      |   |     |   |   |   |
| Genva, Switzerland 1201                               |   |       |      |   |     |   |   |   |
|                                                  |   |       |      |   |     |   |   |   |
| Officers and Directors                                |   |       |      |   |     |   |   |   |
|                                                  |   |       |      |   |     |   |   |   |
| Chris J. Stern (3) (4)                           |   |       | 377,318   |   |     |   | 1.59 | % |
| Dr. Richard Kiral (3)                            |   |       | 99,356    |   |     |   | * |   |
| J. Melville Engle (3)                                 |   |       | 40,000    |   |     |   | * |   |
| Gregory Pepin (3) (5)                                 |   |       | 7,366,493 |   |     |   | 26.45 | % |
| Rene A. Eckert (3)                                    |   |       | 40,000    |   |     |   | * |   |
| William A. Chatfield (3)                              |   |       | 40,000    |   |     |   | * |   |
| Ronald R. Blanck, DO (3)                              |   |       | 40,000    |   |     |   | * |   |
| Michael B. Jebsen, CPA (3)                            |   |       | 34,554    |   |     |   | * |   |
| Dr. Gerald Klein (3)                                  |   |       | 68,646    |   |     |   | * |   |
| All officers and directors as a group (9 persons) (3) |   |       | 8,106,367 |   |     |   | 29.11 | % |

| (1)    | Unless otherwise noted, all addresses are in care of the Company at ONE Copley Parkway, Suite 490, Durham, North Carolina 27560.                                                                                                                                                                                                                                                                                                                                                               |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (2)    | Represents shares of common stock underlying a convertible note and warrants held by OXBT Fund, which are convertible or exercisable into shares of common stock within 60 days of August 16, 2011.  The note and warrants contain provisions that prohibit conversion or exercise, as applicable, of such instruments into common stock without prior stockholder approval if OXBT Fund, either individually or as part of a group, would own more than 19.99% of our common stock. |

----

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3)    | With respect to Mr. Stern, includes 333,334 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Dr. Kiral, includes 87,338 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Mr. Engle, includes 40,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Mr. Pepin, includes 40,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Mr. Eckert, includes 40,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Mr. Chatfield, includes 40,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Dr. Blanck, includes 40,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Mr. Jebsen, includes 31,173 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to Dr. Klein, includes 60,000 shares of common stock subject to options exercisable within 60 days of August 16, 2011. With respect to all officers and directors as a group, includes 711,845 shares of common stock subject to options exercisable within 60 days of August 16, 2011. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4)    | Mr. Stern ceased serving as our Chairman and Chief Executive Officer on August 24, 2011.  Mr. Stern’s address is 9431 Oglebay Court, Raleigh, NC  27617.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5)    | Includes 3,200,002 shares of common stock held by Vatea Fund.  Mr. Pepin is a Managing Director for Vatea Fund, and consequently he may be deemed to be the beneficial owner of shares held by Vatea Fund. Also includes 4,079,825 shares of common stock underlying a convertible note and warrants held by OXBT Fund that are exercisable within 60 days of August 16, 2011.  Mr. Pepin is also a co-founder of EOS, an investment company, which serves as the Investment Manager and Managing Director for OXBT Fund, and consequently he may be deemed to be the beneficial owner of shares held by OXBT Fund. The note and warrants held by OXBT Fund contain provisions that prohibit conversion or exercise, as applicable, of such instruments into common stock without prior stockholder approval if OXBT Fund, either individually or as part of a group, would own more than 19.99% of our common stock.  Mr. Pepin disclaims beneficial ownership of the shares held by Vatea Fund and OXBT Fund except to the extent of his pecuniary interest therein.                                                                                                                                                                                                                                                                                                                                                      |

|   Plan category                                           |   |   | (a)Number of securities to be issued upon exercise of outstanding options, warrants and rights |      |   |   | (b)Weighted-average exercise price of outstanding options, warrants and rights |   |   |   | (c) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) |   |
|----------------------------------------------------------------|--------|--------|--------------------------------------------------------------------------------------------------------------------|-----------|--------|--------|------------------------------------------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                           |   |   |                                                                                                               |      |   |   |                                                                                     |   |   |   |                                                                                                                                                            |   |
| Equity compensation plans approved by security holders         |   |   | 515,071                                                                                                            |      |   | $      | 4.54                                                                                     |   |   |   | 243,832                                                                                                                                                         |   |
| Equity compensation plans not approved by security holders (2) |   |   | 266,667                                                                                                            | (1)  |   | $      | 3.68                                                                                     |   |   |   | -                                                                                                                                                               |   |
|                                                           |   |   |                                                                                                               |      |   |   |                                                                                     |   |   |   |                                                                                                                                                            |   |
| Total                                                          |   |   | 781,738                                                                                                            |      |   | $      | 4.24                                                                                     |   |   |   | 243,832                                                                                                                                                         |   |

----

----

| Date issued       |   | Note principal |      |   | Final payment premium |   |      | Effective interest rate |   |
|-------------------|--------|----------------|-----------|--------|-----------------------|--------|-----------|-------------------------|--------|
| November 10, 2010 |   | $              | 600,000   |   |                  | $      | 360,000   |                    |   |   | 15.68 | % |
| December 20, 2010 |   |           | 1,000,000 |   |                  |   | 600,000   |                    |   |   | 16.29 | % |
| January 26, 2011  |   |           | 400,000   |   |                  |   | 240,000   |                    |   |   | 16.89 | % |
| March 2, 2011     |   |           | 100,000   |   |                  |   | 60,000    |                    |   |   | 17.50 | % |
| March 4, 2011     |   |           | 650,000   |   |                  |   | 390,000   |                    |   |   | 17.54 | % |
| March 11, 2011    |   |           | 111,000   |   |                  |   | 66,600    |                    |   |   | 17.66 | % |
| March 18, 2011    |   |           | 430,000   |   |                  |   | 258,000   |                    |   |   | 17.79 | % |
| March 29, 2011    |   |           | 210,000   |   |                  |   | 126,000   |                    |   |   | 18.00 | % |
| April 5, 2011     |   |           | 100,000   |   |                  |   | 60,000    |                    |   |   | 18.14 | % |
| April 29, 2011    |   |           | 700,000   |   |                  |   | 420,000   |                    |   |   | 18.62 | % |
| May 9, 2011       |   |           | 400,000   |   |                  |   | 240,000   |                    |   |   | 18.83 | % |
| May 20, 2011      |   |           | 100,000   |   |                  |   | 60,000    |                    |   |   | 19.06 | % |
| May 23, 2011      |   |           | 200,000   |   |                  |   | 120,000   |                    |   |   | 19.12 | % |
|              |   |           |      |   |                  |   |      |                    |   |   |   |   |
|              |   | $              | 5,001,000 |   |                  | $      | 3,000,600 |                    |   |   |   |   |

----

----

|         |   | 2011   |    |   | 2010   |   |
|--------------|--------|--------|---------|--------|--------|--------|
|         |   |   |    |   |   |   |
| Audit fees   |   | $      | 148,250 |   |   | $      | 232,756 |   |
| Tax fees (1) |   |   | 2,700   |   |   |   | 9,629 |   |
| Total fees   |   | $      | 150,950 |   |   | $      | 242,385 |   |

----

|                  |  OXYGEN BIOTHERAPEUTICS, INC. |                                                        |
|-----------------------|------------------------------------|-------------------------------------------------------------|
|                  |                               |                                                        |   |
| Date: August 29, 2011 | By:                                | /s/ Michael B. Jebsen                                       |   |
|                  |                               | Michael B. Jebsen                                           |   |
|                  |                               | Chief Financial Officer and Interim Chief Executive Officer |   |
|                  |                               |                                                        |   |

| Name                    |   | Title                                                                                                                                                          |   | Date            |
|-------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|
|                    |   |                                                                                                                                                           |   |            |
| /s/ Michael B. Jebsen   |   | Chief Financial Officer Interim Chief Executive Officer(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)   |   | August 29, 2011 |
|  Michael B. Jebsen |
|                    |   |                                                                                                                                                           |   |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| J. Melville Engle       |   |                                                                                                                                                           |   |            |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| Richard Kiral           |   |                                                                                                                                                           |   |            |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| Gregory Pepin           |   |                                                                                                                                                           |   |            |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| Rene A. Eckert          |   |                                                                                                                                                           |   |            |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| William A. Chatfield    |   |                                                                                                                                                           |   |            |
|                    |   |                                                                                                                                                           |   |            |
| *                       |   | Director                                                                                                                                                       |   | August 29, 2011 |
| Ronald R. Blanck, DO    |   |                                                                                                                                                           |   |            |

|   |                                |   |
|--------|-------------------------------------|--------|
| * By:  | /s/ Michael B. Jebsen               |   |
|   | Michael B. Jebsen(Attorney-in-fact) |   |

----

|  Exhibit No. |    | Exhibits Required by Item 601 of Regulation S-K                                                                                    |
|------------------------|--------------|-----------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                    |    | Agreement and Plan of Merger dated April 28, 2008 (1)                                                                                   |
|                   |         |
| 3.1                    |    | Certificate of Incorporation (1)                                                                                                        |
|                   |         |
| 3.2                    |         | Certificate of Amendment of the Certificate of Incorporation (14)                                                                       |
|                   |         |                                                                                                                                    |
| 3.3                    |    | Bylaws (1)                                                                                                                              |
|                   |         |
| 4.1                    |    | Specimen Stock Certificate (19)                                                                                                         |
|                   |         |
| 10.1                   |    | Agreement with Leland C. Clark, Jr., Ph.D. dated November 20, 1992 with amendments, Assignment of Intellectual Property/ Employment (2) |
|                   |         |
| 10.2                   |    | Agreement between the Registrant and Keith R. Watson, Ph.D. Assignment of Invention (2)                                                 |
|                   |         |
| 10.3                   |    | Children’s Hospital Research Foundation License Agreement dated February 28, 2001 (2)                                             |
|                   |         |                                                                                                                                    |
| 10.4                   |         | Exclusive License Agreement with Virginia Commonwealth University dated May 22, 2008 (9)                                           |
|                   |         |                                                                                                                                    |
| 10.5                   |         | Amendment no. 1 to the Exclusive License Agreement with Virginia Commonwealth University Intellectual Property Foundation (10)          |
|                   |         |                                                                                                                                    |
| 10.6                   |         | Amendment no. 2 to the Exclusive License Agreement with Virginia Commonwealth University Intellectual Property Foundation (10)          |
|                   |         |                                                                                                                                    |
| 10.7                   |         | Agreement with Hospira to manufacture Oxycyte (8)                                                                                       |
|                   |         |                                                                                                                                    |
| 10.8                   |         | Exclusive Supply Agreement with Exfluor dated November 12, 2009 (10)                                                                    |
|                   |         |                                                                                                                                    |
| 10.9                   |         | Master Agreement with Dermacyte Switzerland (18)                                                                                        |
|                   |         |                                                                                                                                    |
| 10.10                  |         | Amendment no. 1 to Master Agreement with Dermacyte Switzerland (18)                                                                     |
|                   |         |
| 10.11                  |    | Form of Option issued to Executive Officers and Directors (2)                                                                           |
|                   |         |
| 10.12                  |    | Form of Option issued to Employees (2)                                                                                                  |
|                   |         |
| 10.13                  |    | Form of Warrant issued to Unsecured Note Holders 2006-2007 (3)                                                                          |
|                   |         |
| 10.14                  |    | Form of Convertible Note – 2008 (4)                                                                                               |

----

|   |         |
|--------|--------------|
| 10.15  |    | Form of Warrant issued to Convertible Note Holders (4) |
|   |         |
| 10.16  |    | Form of Purchase Agreement – US Purchase (without exhibits, which are included as exhibits 10.14 and 10.15, above) (4) |
|   |         |
| 10.17  |    | Form of Purchase Agreement – Non-US Purchase (without exhibits, which are included as exhibits 10.14 and 10.15, above) (4) |
|   |         |
| 10.18  |    | Form of Purchase Agreement – US Note Exchange (without exhibits, which are included as exhibits 10.14 and 10.15, above) (4) |
|   |         |
| 10.19  |    | Form of Purchase Agreement – Non-US Note Exchange (without exhibits, which are included as exhibits 10.14 and 10.15, above) (4) |
|   |         |
| 10.20  |    | Form of Warrant issued to Financing Consultants (5) |
|   |         |
| 10.21  |    | 1999 Amended Stock Plan (amended 2008) (5) |
|   |         |
| 10.22  |    | Employment Agreement with Chris J. Stern dated February 1, 2009 (12) |
|   |         |   |
| 10.23  |         | Amended and Restated Employment Agreement with Chris J. Stern dated May 13, 2011 (20) |
|   |         |
| 10.24  |    | Business Consultant Agreement with Institute for Efficient Management, Inc., as amended March 26, 2008 (5) |
|   |         |
| 10.25  |    | Engagement and Consulting Agreement with Bruce Spiess (5) |
|   |         |
| 10.26  |    | Engagement and Consulting Agreement with Gerald L. Klein (5) |
|   |         |   |
| 10.27  |         | Employment Agreement with Gerald L. Klein dated May 13, 2011 (20) |
|   |         |
| 10.28  |    | Business Consultant Agreement with Edward Sitnik (8) |
|   |         |
| 10.29  |    | Business Consultant Agreement with J. Melville Engle (8) |
|   |         |
| 10.30  |    | Employment Agreement with Kirk Harrington (8) |
|   |         |   |
| 10.31  |         | Severance Agreement with Kirk Harrington (16) |
|   |         |
| 10.32  |    | Employment Agreement with Richard Kiral, restated February 1, 2009 (8) |
|   |         |   |
| 10.33  |         | Resignation of Employment and Consulting Agreement with Richard Kiral (20) |
|   |         |   |
| 10.34  |         | Employment Agreement with Michael B. Jebsen dated December 1, 2010 (16) |
|   |         |   |
| 10.35  |         | Amended and Restated Employment Agreement with Michael B. Jebsen dated May 19, 2011 (20) |
|   |         |   |
| 10.36  |         | Form of Indemnification Agreement (20) |
|   |         |
| 10.37  |    | Description of Non-Employee Director Compensation (19) |
|   |         |
| 10.38  |    | Securities Purchase Agreement (including exhibits) between Oxygen Biotherapeutics and Vatea Fund, Segregated Portfolio dated June 8, 2009 (6) |
|   |         |

----

| 10.39  |    | Amendment no. 1 to the Securities Purchase Agreement between Oxygen Biotherapeutics and Vatea Fund, Segregated Portfolio (11)      |
|--------|--------------|------------------------------------------------------------------------------------------------------------------------------------|
|   |         |
| 10.40  |    | Amendment no. 2 to the Securities Purchase Agreement between Oxygen Biotherapeutics and Vatea Fund, Segregated Portfolio (12)      |
|   |         |                                                                                                                               |
| 10.41  |         | Form of Exchange Agreement dated July 20, 2009 (7)                                                                                 |
|   |         |
| 10.42  |         | Waiver—Convertible Note (10)                                                                                                 |
|   |         |
| 10.43  |         | Amendment—Common Stock Purchase Warrant (10)                                                                                 |
|   |         |
| 10.44  |         | Form of Warrant for May 2010 Offering (13)                                                                                         |
|   |         |
| 10.45  |         | Form of Subscription Agreement for May 2010 Offering (13)                                                                          |
|   |         |
| 10.46  |         | Warrant issued to Blaise Group International, Inc. (14)                                                                            |
|   |         |                                                                                                                               |
| 10.47  |         | Note Purchase Agreement between Oxygen Biotherapeutics and JP SPC 1 Vatea, Segregated Portfolio (15)                               |
|   |         |                                                                                                                               |
| 10.48  |         | Form of Promissory Note under Note Purchase Agreement between Oxygen Biotherapeutics and JP SPC 1 Vatea, Segregated Portfolio (15) |
|   |         |                                                                                                                               |
| 10.49  |         | First Amendment to Note Purchase Agreement between Oxygen Biotherapeutics and JP SPC 1 Vatea, Segregated Portfolio (17)            |
|   |         |                                                                                                                               |
| 10.50  |         | Form of Convertible Note and Warrant Purchase Agreement (19)                                                                       |
|   |         |                                                                                                                               |
| 10.51  |         | Lease Agreement for North Carolina corporate office (18)                                                                           |
|   |         |                                                                                                                               |
| 10.52  |         | Standard Industrial Lease relating to OBI’s California facility (12)                                                         |
|   |         |
| 23.1   |         | Consent of Independent Registered Accounting Firm (20)                                                                             |
|   |         |
| 24.1   |         | Power of Attorney (21)                                                                                                             |
|   |         |
| 31.1   |    | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*    |
|   |         |                                                                                                                               |
| 32.1   |    | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 (20)                                                   |
|   |         |
| 32.2   |    | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (20)                                                   |

----

| (1)     | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on June 30, 2008, and are incorporated herein by this reference.     |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)     | These documents were filed as exhibits to the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on August 13, 2004, and are incorporated herein by this reference.   |
| (3)     | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on September 6, 2006, and are incorporated herein by this reference. |
| (4)     | These documents were filed as exhibits to the quarterly report on Form 10-Q filed by Oxygen Biotherapeutics with the SEC on March 21, 2008, and are incorporated herein by this reference.      |
| (5)     | These documents were filed as exhibits to the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on August 13, 2008, and are incorporated herein by this reference.   |
| (6)     | This document was filed as an exhibit to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on June 8, 2009, and is incorporated herein by this reference.        |
| (7)     | This document was filed as an exhibit to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on July 21, 2009, and is incorporated herein by this reference.       |
| (8)     | These documents were filed as exhibits to the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on August 12, 2009, and are incorporated herein by this reference.        |
| (9)     | This document was filed as an exhibit to the quarterly report on Form 10-Q filed by Oxygen Biotherapeutics with the SEC on September 22, 2008, and is incorporated herein by this reference.    |
| (10)    | These documents were filed as exhibits to the quarterly report on Form 10-Q filed by Oxygen Biotherapeutics with the SEC on March 19, 2010, and are incorporated herein by this reference.      |
| (11)    | This document was filed as an exhibit to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on September 2, 2009, and is incorporated herein by this reference.   |
| (12)    | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on April 28, 2010, and are incorporated herein by this reference.         |
| (13)    | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on May 4, 2010, and are incorporated herein by this reference.            |
| (14)    | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on November 13, 2009, and are incorporated herein by reference.           |
| (15)    | These documents were filed as exhibits to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on October 13, 2010, and are incorporated herein by this reference.       |
| (16)    | These documents were filed as exhibits to the quarterly report on Form 10-Q filed by Oxygen Biotherapeutics with the SEC on December 9, 2010, and are incorporated herein by this reference.    |
| (17)    | This document was filed as an exhibit to the current report on Form 8-K filed by Oxygen Biotherapeutics with the SEC on December 30, 2010, and is incorporated herein by this reference.        |
| (18)    | These documents were filed as exhibits to the quarterly report on Form 10-Q filed by Oxygen Biotherapeutics with the SEC on March 21, 2011, and are incorporated herein by this reference.      |
| (19)    | These documents were filed as exhibits to the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on July 23, 2010, and are incorporated herein by this reference.          |
| (20)    | This document was filed as an exhibit to the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on July 15, 2011, and is incorporated herein by this reference.            |
| (21)    | This document was included on the signature page of the annual report on Form 10-K filed by Oxygen Biotherapeutics with the SEC on July 15, 2011.                                               |
|  * | Filed herewith.                                                                                                                                                                                 |