UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                         Commission File Number: 0-8092

(Check One): |X| Form 10-KSB   |_| Form 20-F   |_| Form 11-K   |__| Form 10-Q
             |_| Form N-SAR    |_| Form N-CSR

                  For Period Ended: December 31, 2006

                  |_|  Transition Report on Form 10-K
                  |_|  Transition Report on Form 20-F
                  |_|  Transition Report on Form 11-K
                  |_|  Transition Report on Form 10-Q
                  |_|  Transition Report on Form N-SAR
                  For the Transition Period Ended:

  Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

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Full name of registrant:

OXIS INTERNATIONAL, INC.
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Former name if applicable:

n/a
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Address of principal executive office (Street and number):

323 Vintage Park Drive, Suite B
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City, state and zip code

Foster City, California 94404



PART II -- RULES 12b-25(b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)


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            (a)   The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

            (b)   The subject  annual  report,  semi annual  report,  transition
                  report on Form 10 K, Form 20 F, 11 K or Form N SAR, or portion
                  thereof, will be filed on or before the fifteenth calendar day
|X|               following the  prescribed  due date; or the subject  quarterly
                  report or transition report on Form 10 QSB, or portion thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

            (c)   The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

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PART III -- NARRATIVE

      State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K,
10-QSB,  N-SAR,  or the transition  report portion  thereof,  could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

      The Company has experienced a delay in completing the information
      necessary for inclusion in its December 31, 2006 Form 10-KSB Annual
      Report. The Company expects to file the Form 10-KSB within the allotted
      extension period.

PART IV -- OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      Edgar D. Park, Esq.          (310)           208-1182
      -------------------       -----------     ----------------
           (Name)               (Area Code)    (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If the
      answer is no, identify report(s). |X| Yes | | No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof? | | Yes |X| No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reasons why a
      reasonable estimate of the results cannot be made.




                            OXIS INTERNATIONAL, INC.
            ---------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

      has caused this notification to be signed on its behalf by the undersigned
      hereunto duly authorized.


Date: April 2, 2007                                 By: /s/ Marvin Hausman
                                                        ----------------------
                                                        Marvin Hausman
                                                        Chief Executive Officer