Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Xzeres Corp (the “Company”) on Form 10-Q for the quarter ended May 31, 2015 filed with the Securities and Exchange Commission (the “Report”), I, David Hofflich, Chief Executive Officer of the Company, and I, R. Michael Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ David Hofflich
Name:	David Hofflich
Title:	Principal Executive Officer and Director
Date:	July 14, 2015

By:	/s/ R. Michael Williams
Name:	R. Michael Williams
Title:	Principal Financial Officer
Date:	Ju;y 14, 2015

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XZERES Corp. 10-Q