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May 12, 2023
James Westmoreland
Chief Executive Officer
Daybreak Oil and Gas, Inc.
1414 S. Friendswood Dr., Suite 212
Friendswood, TX 77546
Re:Daybreak Oil and Gas, Inc.
Form 10-K for the Fiscal Year ended February 28, 2022
Filed June 15, 2022
Form 10-Q for the Fiscal Quarter ended August 31, 2022
Filed October 28, 2022
File No. 000-50107
Dear James Westmoreland:
            We have reviewed your April 27, 2023, response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 28, 2023, letter.
Form 10-K for the Fiscal Year ended February 28, 2022
Properties
Reserves, page 23
1.We understand from your response to prior comment 4 that you do not currently have
sufficient funds to meet the needs of the revised development schedule for the fiscal year
ended February 28, 2025. However, the definition of reserves in Rule 4-10(a)(26) of
Regulation S-X states that there must exist, or there must be a reasonable expectation that
there will exist, the financing required to implement the project.

 FirstName LastNameJames  Westmoreland
 Comapany NameDaybreak Oil and Gas, Inc.
 May 12, 2023 Page 2
 FirstName LastNameJames  Westmoreland
Daybreak Oil and Gas, Inc.
May 12, 2023
Page 2
If you believe that you have met this criteria, provide us with your analysis of the
additional funds that you may reasonably expect to obtain for each annual period,
including those periods in which a shortfall in financing will otherwise occur. This
analysis may give consideration to sources of additional funds including but not limited to
cash and cash equivalents on hand, undrawn amounts under a line of credit, cash flows
from operations including your estimates of future net cash flows available from your
forecast of proved reserves over the periods in which you have scheduled development of
your proved undeveloped locations, funds from related parties, production payments as
described on page 43 of Form 10-K for the year ended February 28, 2022, private
placements, debt or equity markets and/or the sale of assets.

If you do not have the funds and are unable to show a basis for having a reasonable
expectation of obtaining the funds that would be necessary for these scheduled future
investments, you will need to revise your proved reserve estimates to exclude quantities
associated with development for which this financing criteria is not satisfied. Refer to
Rule 4-10(a)(26) of Regulation S-X and question 131.04 in the Compliance and
Disclosure Interpretations (“C&DIs”) regarding Oil and Gas Rules.

This concern should also be addressed as it relates to the source of funds required to
develop the two proved undeveloped locations acquired from Reabold California, LLC.
Financial Statements
Note 17- Supplemental Information for Crude Oil Producing Activities (Unaudited)
Proved Reserves, page 73
2.We note that your response to prior comment 5 includes a revised reconciliation of the
changes in total proved reserves for the year ended February 28, 2022, and an explanation
for revisions in footnote (2) indicating there was a downward revision of 351,988 barrels
of oil to remove proved undeveloped reserves that had remained undeveloped for a period
greater than five years. However, this figure exceeds the total net quantities of proved
undeveloped reserves at the beginning of the fiscal year (339,103 barrels of oil at February
28, 2021), as reported on pages 24 and 74.

Please further revise the reconciliation to resolve this inconsistency and, in addition to the
reconciliation for total proved reserves, also provide us with a revised reconciliation of the
changes in your proved undeveloped reserves for the year ended February 28, 2022.
Form 10-Q for the Fiscal Quarter ended August 31, 2022
Note 4 - Crude Oil Properties, page 9
3.We note from your response to prior comment 7 that pre-acquisition estimates of total net
proved developed and proved undeveloped reserves and related net present values
discounted at 10% as of April 1, 2021 in the Petrotech Resources Company reserves
report dated July 13, 2021, also mentioned in the press release dated October 21, 2021, are
based on SPE Petroleum Resource Management System (“PRMS”) guidelines using

 FirstName LastNameJames  Westmoreland
 Comapany NameDaybreak Oil and Gas, Inc.
 May 12, 2023 Page 3
 FirstName LastName
James  Westmoreland
Daybreak Oil and Gas, Inc.
May 12, 2023
Page 3
product prices specified by Reabold on April 1, 2022.

Please provide us with your estimates of the net quantities of proved developed and
proved undeveloped reserves, and estimates of future net cash flows taking into
consideration adjustments for future abandonment costs, covering the interests that you
expect to report as acquired from Reabold California, LLC as of May 2022, based on the
hydrocarbon price requirements in Rule 4-10(a)(22)(v) of Regulation S-K.

            You may contact Robert Babula, Staff Accountant at (202) 551-3339, or Gus Rodriguez,
Staff Accountant at (202) 551-3752 if you have questions regarding comments on the financial
statements and related matters.  Please contact John Hodgin, Petroleum Engineer at (202) 551-
3699 if you have questions regarding the comments on the property related disclosures. Please
contact Karl Hiller, Branch Chief, at (202) 551-3686, with any other questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation