EXHIBIT 32





     In connection with the quarterly report of Synergy  Resources  Corporation,
(the  "Company") on Form 10-Q for the quarter  ended  February 28, 2009 as filed
with the Securities and Exchange Commission on the date hereof (the "Report") Ed
Holloway,  the Principal Executive Officer of the Company and Frank L. Jennings,
the Principal  Financial  Officer of the Company,  certify pursuant to 18 U.S.C.
Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

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

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and results of operation of
          the company.


 April 3, 2009                            /s/ Ed Holloway
                                          ------------------------------
                                          Ed Holloway, Principal Executive
                                          Officer







 April 3, 2009                            /s/ Frank L. Jennings
                                          ------------------------------
                                          Frank L. Jennings, Principal Financial
                                          Officer