SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    January 29, 2010   Mr. Chris J. Stern Chief Executive Officer  Oxygen Biotherapeutics, Inc.    2530 Meridian Parkway, Suite 3084 Durham, North Carolina 27713
Re: Oxygen Biotherapeutics, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2009
File No. 002-31909
 Dear Mr. Stern:

We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation.
  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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 1. Business

Our patents and intellect ual property, page 5

1. Please revise to include a more robust discussion of your material patents,
including which product groups they relate  to and the expiration dates for each.
See Item 101(c)(1)(iv) of Regulation S- K for guidance.  Additionally, please
revise your discussion of each license agreement to indicate the expiration date of
the patents covered by the agreement in orde r to more clearly define the term of
each agreement.

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc January 29, 2010 Page 2
 Item 9A (T)—Controls and Procedures, page 11

2.   Please revise to state the conclusi on of your principal executive officer and
principal financial officer on the effec tiveness of disclosu re controls and
procedures as of the end of the period covered by the report, as required by Item
307 of Regulation S-K.

Item 15. Exhibits and Financia l Statement Schedules, page 23

3. Please file copies of the following two ag reements, discussed on page F-12 of the
Form 10-K, as exhibits pursuant to Item 601(b)(10) of Regulation S-K:
• May 2008 Exclusive Worldwide License Agreement with Virginia
Commonwealth University; and
• September 2008 Assignment of Gluc ose Monitoring Technology to
Glucometrics, Inc.

Alternatively, please provide us with an  analysis supporting your determination
that you are not substantially dependent  on either of these agreements.

*    *    *    *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will prov ide us with a response. Please furnish a
cover letter with your amendment that keys your responses to our comments and provides
any requested information.  Detailed lett ers 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 co mments, please provide, in your letter, 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

Mr. Chris J. Stern
Oxygen Biotherapeutics, Inc January 29, 2010 Page 3
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 filings or in response to our comments on your filings.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. Y ou may contact Laura Crotty, Staff Attorney,
at (202) 551-3563 with questions on any of th e other comments. In this regard, do not
hesitate to contact me at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant