SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010          January 16, 2009  Chris J. Stern Chief Executive Officer Oxygen Biotherapeutics, Inc. 3189 Airway Avenue Building C Costa Mesa, CA 92626
Re: Oxygen Biotherapeutics, Inc.
Item 8.01 Form 8-K   Filed January 14, 2009
 File No. 2-310909

Dear Mr. Stern:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.

Form 8-K filed January 14, 2009

1. Please revise bullet points (b) and (c) of  your filing to specify the “subsequent
interim period through the date the engage ment terminated” as the “interim period
through January 8, 2009”.  Your current disclosure does not specify a period.

2. In order for the former accountant to file  the letter required by Item 304, a copy of
the filing should be furnished to them as so on as possible, but no later than the date
you file the Form 8-K with the Commissi on.  The accountants confirming letter

should be filed with an amended Form 8-K on Exhibit 16 within two business days
of receipt but no later than ten busines s days after filing the Form 8-K.

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will re spond.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters  greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please call me at (202) 551-3627.
         S i n c e r e l y ,            S a s h a  S i n g h  P a r i k h         S t a f f  A c c o u n t a n t