Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Theorem Group, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2009

3. Issuer Name and Ticker or Trading Symbol
OXIS INTERNATIONAL INC [OXIS.OB]

(Last)

(First)

(Middle)

2049 CENTURY PARK EAST, SUITE 3630

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

LOS ANGELES, CA 90067

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series H Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	⁽¹⁾	$ ⁽¹⁾	D
0% Convertible Debenture	10/01/2009	09/30/2011	Common Stock	1,800,000 ⁽²⁾	$ 0.05	D
Series A Warrant	10/01/2009	09/30/2014	Common Stock	1,800,000 ⁽³⁾	$ 0.0625	D
Series B Warrant	10/01/2009	09/30/2014	Common Stock	1,800,000 ⁽³⁾	$ 0.075	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Theorem Group, LLC 2049 CENTURY PARK EAST, SUITE 3630 LOS ANGELES, CA 90067		X

Signatures

Theorem Group, LLC, by /s/ Anshuman Dube, Managing Director		03/24/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Exercisable at any time. No expiration date. The number of shares into which one share of Series H Preferred Stock is convertible is determined by dividing the Stated Value of $1.00 per share by the lesser of (a) $0.01 and (b) 60% of the average of the 3 lowest trading prices occurring at any time during the 20 trading days preceding conversion, provided that the holder does not at any time beneficially own more than 9.9% of the Issuer's Common Stock then outstanding. Although the terms of the Series H Preferred Stock limits the holder's ability to convert its shares, the reporting person is currently entitled to vote the Series H Preferred Stock on an as converted basis multiplied by 100, or 250,000,000 shares of Common Stock.
(2)	Theorem Group purchased the 0% convertible debenture in the principal amount of $90,000, and is convertible into Common Stock provided that the holder does not at any time beneficially own more than 4.99% of the Issuer's Common Stock then outstanding. This limitation may be waived upon 61 days' prior notice to the Issuer, provided that in no event shall the limitation exceed 9.9%.
(3)	The Series A Warrant and Series B Warrant are exercisable into Common Stock provided that the holder does not at any time beneficially own more than 4.99% of the Issuer's Common Stock then outstanding. This limitation may be waived upon 61 days' prior notice to the Issuer, provided that in no event shall the limitation exceed 9.99%.

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