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     Daybreak Oil and Gas, Inc.

    DAYBREAK OIL AND GAS, INC.

    1414 S. FRIENDSWOOD DRIVE, SUITE 212

    FRIENDSWOOD, TX 77546

    OFFICE: (281) 996-4176

February 21, 2023

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:	   Robert Babula

Staff Accountant

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 Quarterly Period Ended August 31, 2022

Filed
October 28, 2022

File
No. 000-50107

Dear Mr.
Babula:

We are responding to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
January 24, 2023 (the “Comment Letter”), which was received by Daybreak Oil and Gas, Inc. (“Daybreak”, the “Company”,
“we”, “us” or “our”) regarding the filings listed above. Each comment is included below and is numbered
to correspond to the numbered paragraph in the Comment Letter. The Company’s responses immediately follow each comment.

Form 10-K for the Fiscal Year Ended February
28, 2022

Properties

Reserves, page 23

 1. Please expand your discussion to explain why there are no natural gas reserves associated with the disclosure
of oil reserves as of February 28, 2022 and 2021. Refer to FASB ASC 932-235-50-10.

Response:

We have reviewed the guidance provided
under FASB ASC 932-235-50-10 concerning the disclosure of crude oil and natural gas reserves if important economic factors or significant
uncertainties affect particular components of an entities proved reserves.

We clarify for the Staff that we had no
natural gas reserves associated with the East Slopes, Kern County project for the fiscal years ended February 28, 2022 and 2021 and we
have never had any natural gas reserves associated with this project, which was our only project during this time period. To assist in
clarity for future disclosures, we will add as a footnote to any tabular disclosure showing no natural gas reserves, verbiage stating
that we had no natural gas reserves associated with the East Slopes, Kern County project for the fiscal years ended February 28, 2022
and 2021.

 2. We note disclosure indicating there are 273,265 Bbls of proved undeveloped oil reserves as of February
28, 2022 that have remained undeveloped for a period greater than five years. The reasons that you identify for the extended period for
conversion in your discussion on page 25 (e.g. depressed crude oil and natural gas prices and a lack of capital available for drilling),
do not appear to support the reserve characterization when the period required for conversion is longer than five years.

Based on your current financial
condition, lack of capital available for drilling and going concern audit opinion, it is unclear that you have the financing as of February
28, 2022 necessary to develop your undeveloped reserves at this time.

Please refer to Rule 4-10(a)(26)
regarding the requirement to have the financing required to implement the project, Rule 4-10(a)(31)(ii) of Regulation S-X and Item 1203(d)
of Regulation S-K regarding the requirement to have an adopted development plan indicting your undeveloped reserves are scheduled to be
drilled within five years of initial disclosure as proved reserves, and question 131.03 in our Compliance and Disclosure Interpretations
(C&DIs) regarding the specific circumstance that justify a period longer than five years to begin development of your reserves and
explain to us your rationale for continuing to disclose these undeveloped reserves as proved reserves.

Response:

We have reviewed the guidance provided
under Rule 4-10(a)(26) and Rule 4-10(a)(31)(ii) of Regulation S-X concerning the reasonable expectation of financing availability to drill
locations; and classifying undrilled locations as undeveloped oil and gas reserves within a five-year period; Item 1203(d) of Regulation
S-K concerning reasons for lack of progress made to convert proved undeveloped reserves into proved developed reserves; and, Compliance
and Disclosure Interpretations (C&DIs) question 131.03 concerning special circumstances for development of reserves in a period exceeding
five years.

We strive to follow the above mentioned
guidance when we file our reports with the Securities and Exchange Commission (“Commission”). We do believe the February 28,
2022 10-K filing accurately presents the condition of the Company at February 28, 2022 and that the Company is correct in allowing the
273,265 barrels of reserves to be presented as proved undeveloped reserves in our reserve report and 10-K filing.

This belief is based on the fact that
the Company had received a non-binding financing commitment prior to February 28, 2022, from a third party that would allow us to proceed
with application of drilling permits for the proved undeveloped reserve locations. The Company did receive financing from that commitment
in May of 2022. Pending regulatory approval of the drilling permits, we plan to begin drilling our PUD reserves in mid-2023.

Gross and Net Acreage, page 27

 3. Please expand your disclosure of “Gross and Net Acreage” and “Undeveloped Acreage Expirations”
to include the acreage amounts attributable to the oil and gas properties located in Michigan. Refer to Item 1208 of Regulation S-K.

Response:

We have reviewed the guidance provided
under Item 2018 subparagraphs (a),(b) and (c) of Regulation S-K concerning disclosure of gross and net acreage and undeveloped acreage
expirations.

In our 10-K disclosure of gross and net
acreage, we did not include any acreage related to crude oil and natural gas properties located in Michigan because at February 28, 2022
a decision was made to not pursue any further oil and gas activity in Michigan and all leases associated with Michigan had expired or
were cancelled. We had no active leases in Michigan at February 28, 2022.

In reviewing our 10-K filing, we found
seven instances where a reference was made to activity in Michigan. Five of those references were located in MD&A portions of the
10-K filing and were included for comparative period purposes. We did find two instances that were inadvertently carried forward from
an earlier draft – the first in Item 1. Business, O&G Overview found on page 4 of the filing. The second instance was in Item
7, the MD&A, Introduction and Overview on page 35 of the filing. To assist in clarity for future disclosures, we will add as a footnote
to any tabular disclosure, of gross and net acreage, verbiage stating that we had no crude oil and natural gas leases associated with
any project in Michigan for the fiscal years ended February 28, 2022.

Notes to Financial Statements

Note 17-Supplemental Information for Crude Oil and
Producing Activities (Unaudited)

Proved Reserves, page 73

 4. We note your explanation for the changes that occurred in total proved reserves indicates that the change
attributed to discoveries and extensions for fiscal 2022 resulted from additional PUD locations being added due to higher oil prices.
However, we believe that such additions resulting from a change in economic factors should be categorized as revisions of previous estimates,
rather than discoveries and extensions, based on the guidance in subparagraph (a) and (d) of FASB ASC 932-235-50-5.

Under this guidance, discoveries
and extensions relate to an extension of the proved acreage of previously discovered (old) reservoirs through additional drilling in periods
subsequent to discovery. Please revise the classifications within your reconciliation and the associated narratives here and elsewhere
on page 45 accordingly.

This comment also applies to
the reconciliation and the associated narrative relating to the changes that occurred in proved undeveloped reserves presented on page
24.

Response:

We have reviewed
the guidance provided under subparagraphs (a) and (d) of FASB ASC 932-235-50-5 concerning the definitions of (a) revisions of previous
estimates and (d) extensions and discoveries of reserves when presenting changes of net quantities of total proved reserves and proved
undeveloped reserves.

We agree with
the Staff’s interpretation of the guidance from subparagraphs (a) and (d) of FASB ASC 932-235-50-5 and how changes in both total
proved reserves and proved undeveloped reserves should be reconciled. In future filings the reconciliation of total proved reserves and
proved undeveloped reserves will follow more accurately the definitions presented in the above mentioned guidance.

Standardized Measure of Discounted Future Net Cash Flows
Relating to Proved Oil and Gas Reserves, page 74

 5. We note disclosure on page 75 indicating the future production and development costs shown in the calculation
of the standardized measure include dismantlement and restoration expenses; however, disclosure on page 3 of Exhibit 99.1, which presents
identical estimates of discounted future net cash flows as presented on page 74 for the year ended February 28, 2022, states neither the
plug and abandonment costs nor salvage was considered in the evaluation.

If the abandonment costs, including
such costs related to your proved undeveloped locations, have not been included for each of the periods presented, e.g. as of February
28, 2022 and 2021, respectively, please explain to us your rationale for excluding these costs from your calculation of the standardized
measure. Refer to FASB ASC 932-235-50-36.

Response:

We have reviewed
the guidance provided under FASB ASC 932-235-50-36 concerning the disclosure of any additional information to prevent the disclosure of
the standardized measure of discounted future net cash flows and changes therein from being misleading and additional guidance from FASB
ASC 932-235-50-35.

We agree with
the Staff’s interpretation of the guidance provided by FASB ASC 932-235-50-35 and 932-235-50-36. We strive to follow the above referenced
guidance in presenting the calculation of standardized measure. The disclosure that appears on page 75 of our 10-K filing is correct in
that the future production and development costs shown in the calculation of the standardized measure include dismantlement and restoration
expenses.

In following
up on this comment with both our independent third-party reserve engineer and our O&G consultant, we have found that there was a situation
of miscommunication. While the calculation of standardized measure as presented is correct, the reserve engineer was not aware that the
O&G consultant was under the impression the report tables did include the plug and abandonment costs and salvage value. The reserve
report was correct as presented with the notation that plug and abandonment costs were not included, even though the use of the reserve
report for the calculation of standardized measure requires inclusion of the plug and abandonment costs and salvage value.

To comply with
this comment, we plan to file an amended Exhibit 99.1 reserve report, once all of the Staff's comments
have been satisfied, that will have the plug and abandonment costs and salvage value considered in the reserve evaluation.

Exhibits

 6. The reserve report, filed as Exhibit 99.1, does not appear to include the disclosure required by Item
1202(a)(8)(viii) of Regulation S-K, includes references to certain attachments presenting a copy of the applicable SEC oil and gas reserves
definitions for “Proved” reserves are not attached to the report as stated on page 2, and includes disclosure relating to
the inclusion of the cost to abandon the proved properties on page 3 that appears to be inconsistent with comparable disclosure on page
75 of Form 10-K. Please obtain and file a revised reserves report to address each of these points.

Response:

We have reviewed
the guidance provided under Item 1202(a)(8)(viii) of Regulation S-K concerning the preparation by a third party reserve reports and the
need to contain a statement that the third party has used all methods and procedures it considers necessary under the circumstances to
prepare the report.

We agree with
the Staff’s interpretation of the guidance from Item 1202(a)(8)(viii) of Regulation S-K that the statement required in the above
mentioned regulation “that the third party has used all methods and procedures it considers necessary under the circumstances to
prepare the report” should be included in the reserve report.

Furthermore,
if any future reserve report contains references to applicable SEC oil and gas reserve definitions, those definitions will be included
as an attachment in the reserve report letter that is filed as exhibit to the filing.

The revised
reserve report that we plan to file as an amended Exhibit 99.1 once all of the Staff’s comments are satisfied, will have the plug
and abandonment costs and salvage value considered in the evaluation to eliminate any inconsistencies between the information presented
in the calculation of standardized measure and the reserve report valuation.

Form 10-Q for the Quarterly Period Ended August 31,
2022 Note 5 - Acquisition, page 9

 7. We note that as a result of the closings of the equity exchange and the capital raise that led to the
Reabold Acquisition, a change in control of Daybreak had occurred, in that more than 50% of the issued and outstanding shares of common
stock of Daybreak are now held by persons other than the shareholders of Daybreak immediately prior to the closings of the transactions.
Tell us how you identified the accounting acquirer in accordance with ASC 805.

Response:

Application
of the FASB ASC 805-10-25-4 principle requires that for every business combination one of the combining entities shall to be identified
as the acquirer. The acquirer for accounting purposes may not be the legal acquirer. Daybreak through the issuance of its common stock
became the legal acquirer of Reabold California, LLC (“Reabold”).

Under the
guidance provided by FASB ASC 805-10-55-12 the acquirer is usually the entity that issues its equity interest. In this situation the equity
issued was Daybreak common stock. An evaluation of the two separate transactions associated with the Reabold acquisition (sale of common
stock and the property acquisition with common stock) is necessary to determine if one of the other two entities involved in the Reabold
acquisition can be considered the accounting acquirer. The diagram below represents the post-transaction composition of the three entities
voting rights interests in Daybreak common stock.

Portillion
Capital (“Portillion”), an investment management company owns 128,125,000 shares of Daybreak common stock from the funding
transaction. In performing an analysis of voting interest rights to determine if Portillion could be considered the accounting acquirer,
we included another 27,764,706 common stock shares personally owed by the principal of Portillion. The combined common stock shares owned
by Portillion and the principal of Portillion was 155,764,706 or approximately 40% of the post-transaction common stock voting right shares
of Daybreak. In the analysis shown below, Portillion failed to qualify as the accounting acquirer.

    FASB ASC 805-10-55-12 Analysis

      Portillion Capital

    (a.)     Did the entity own the largest portion of minority voting rights?
      No.

    (b.)    Is the entity the only large minority voting interest?
      No.

    (c.)     Does the entity have the ability to elect or remove a majority of the board members?
      No.

    (d.)    Is the entity a part of the management group of the combined entity?
      No.

    (e.)     Did the entity pay a premium over the pre-combination fair value of the equity interest?
      No.

In looking
at Gaelic Resources, Ltd. (“Gaelic”), the oil and gas property seller in the acquisition, to see if they could be considered
the acquirer for ac