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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

April 27, 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 Fiscal Quarter 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
March 28, 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. We have read your response to prior comment 2 and note that as a result
of receiving a commitment for funding from a third party in May of 2022, you plan to begin drilling your proved undeveloped locations
in mid-2023.

However, the reasons that you
identify for disclosing the 273,265 barrels of proved undeveloped reserves that have remained undeveloped for a period greater than five
years from initial disclosure (e.g. economic and financial limitations, such as depressed crude oil and natural gas prices, and the resulting
lack of capital for drilling these reserves in periods prior to February 28, 2022), do not include circumstances that would justify the
continued disclosure of the reserves, where the period required for conversion of the undeveloped reserves to developed reserves is longer
than five years.

 We note that you have
made similar representations in each of your annual reports on Form 10-K for the last five fiscal years (from February 28, 2018 through
February 28, 2022) stating “Under our current drilling plans, we intend to convert all... [of the net quantities identified] or
100.0% of the proved undeveloped reserves disclosed... [as of the end of each fiscal year] into proved developed reserves within the
next five years.”

However, for each of the last
five fiscal years, it appears that you have not progressed the development of any of the proved undeveloped reserves disclosed at the
prior fiscal year- end and have not subsequently removed as of the current fiscal year-end those net quantities not converted within five
years of initial disclosure.

We believe that you will need
to revise your estimates of proved reserves as of February 28, 2022 to remove the 273,265 barrels of proved undeveloped reserves and any
additional proved undeveloped reserves for individual locations in the development plan adopted for the fiscal year ended February 28,
2022 that are currently scheduled to be drilled, completed and converted to developed status on a date that is more than five years from
initial disclosure in an annual filing made with the SEC.

Please submit the revisions
that you propose to address the concerns outlined above. You may refer to the following guidance if you require further clarification
regarding the requirements for reporting proved undeveloped reserves.

 • Rule 4-10(a)(26) of Regulation S-X regarding the requirement to have obtained
the financing needed to implement the project or having established a reasonable expectation that such financing will exist, as of the
date the reserves are initially disclosed and at each subsequent disclosure date.

 • Rule 4-10(a)(31)(ii) of Regulation S-X and the answer to Question 131.04
in our Compliance and Disclosure Interpretations (C&DIs) regarding the requirement to have adopted a development plan indicting the
undeveloped reserves are scheduled to be drilled within five years of initial disclosure as proved reserves.

 • The answer to Question 131.03 in our Compliance and Disclosure Interpretations
(C&DIs) that describe the factors a company should consider in determining whether or not the specific circumstances justify a period
longer than five years to begin development of its reserves.

 Response:

We have reviewed the guidance provided
under Rule 4-10(a)(26) regarding the requirement to have obtained the financing needed to implement
the project or having established a reasonable expectation that such financing will exist; Rule 4-10(a)(31)(ii) of Regulation S-X
and the answer to question 131.04 in the Compliance and Disclosure Interpretations (C&DIs) regarding the requirement to have adopted
a development plan indicating the undeveloped reserves to be drilled within five years of initial disclosure; and the answer to Question
131.03 in the Compliance and Disclosure Interpretations (C&DIs) that describe the factors a company should consider in determining
whether or not there exist specific circumstances to justify a period longer than five years to begin development of its reserves.

We agree with the staff’s belief
that we will need to revise our disclosure of estimates of proved reserves as of February 28, 2022. We will be removing the estimated
273,265 barrels of proved undeveloped reserves that have remained undeveloped for a period greater than five years as presented in the
original 10-K filing for the fiscal year ended February 28, 2022 from our disclosure.

Additionally, we will be removing
an additional 78,723 barrels of estimated proved undeveloped reserves for individual locations in the development plan for the
fiscal year ended February 28, 2022 that were currently scheduled to be drilled, completed and converted to developed status on a
date that is now more than five years from the initial disclosure in an annual filing made with the SEC.

The total proved undeveloped reserves
presented in our original 10-K filing as of February 28, 2022 was 399,311 barrels. After revising our disclosure of proved undeveloped
reserves as of February 28, 2022 to remove the above mentioned 273,265 barrels and the 78,723 barrels; the revised amount of proved undeveloped
reserves will be 47,323 barrels, as shown on our revised reserve report identified as EXHIBIT A with this response letter.

 2. Please provide us with your development schedule incorporating the revisions
necessary to remove the reserves identified in the comment above relating to your proved undeveloped reserves as of February 28, 2022,
including details that show for each future annual period, (i) the individual locations
to be drilled, (ii) the associated net quantities of reserves, (iii) the initial dates these reserves were disclosed in a filing with
the SEC, (iv) the estimated capital expenditures necessary to convert such reserves to developed reserves, and (v) any changes made or
expected to be made in the schedule that would deviate from the definition in Rule 4-10(a)(31)(ii) of Regulation S-X.

 Response:

The development schedule below incorporates
the revisions necessary to remove reserves identified in comment one above, relating to our proved undeveloped reserves as of February
28, 2022. The development schedule includes details that show for each annual period, (1) the individual locations to be drilled, (ii)
the associated net quantities of reserves, (iii) the initial dates these reserves were disclosed in a filing with the SEC, (iv) the estimated
capital expenditure necessary to convert such reserves to developed reserves, and (v) any changes made or expected to be made in the schedule
that would deviate from the definition in Rule 4-10(a)(31)ii) of Regulation S-X.

    Year and Location
    Net Reserves
    Disclosure Year
    D&C Cost
    Deviation Reserves
    Remaining Reserves

    FYE 2/29/24

    Reservoir 4

    Location 11
    15,846
    2/28/2019
    $144,375
    None
    15,846

    FYE 2/28/25

    Reservoir 1

    Location 4
    15,261
    2/28/2022
    144,375
    None
    15,261

    Reservoir 4

    Location 12
    16,216
    2/28/2022
    $144,375
    None
    16,216

    Totals
    47,323

    47,323

 3. Tell us the amount of third party financing received in May 2022 that has
been specifically allocated to drilling the proved undeveloped reserves that you disclosed as of February 28, 2022. Also tell us the amounts
of expenditures that are scheduled to be incurred during fiscal 2023, and during each subsequent fiscal year in order to fully develop your
proved undeveloped reserves; and clarify whether these funds are part of a formally adopted budget plan and schedule covering your 2023
fiscal year.

 Response:

The amount of third party financing
received in May 2022 that had been specifically allocated to drilling proved undeveloped reserves that remain after revisions from the
proved undeveloped reserves that were disclosed as of February 28, 2022 was $150,000.

The amount of expenditures that were
scheduled to be incurred after the elimination of the proved undeveloped reserves in comment one, during the fiscal year ended February
28, 2023 from the revised proved undeveloped schedule was $-0-. The amount of expenditures that are scheduled to be incurred after the
elimination of the proved undeveloped reserves in comment one, during the fiscal year ended February 29, 2024 is $150,000. The amount
of expenditures that are scheduled to be incurred after the elimination of the proved undeveloped reserves in comment one, during the
fiscal year ended February 28, 2025 is $300,000.

In the East Slopes project, which comprised
all of our proved undeveloped reserves as of February 28, 2022, we are not the majority working interest partner. Our proposed company
drilling schedules are subject to change pending the approval of the majority working interest partners. Our proposed drilling schedule
for the fiscal year ended February 28, 2023 was changed, when it was not approved by the majority working interest partners. This resulted
in no drilling taking place during the year ended February 28, 2023. Future scheduled drilling plans are still subject to change or revision
pending approval of the majority working interest partners.

The amount of expenditures that were
scheduled to be incurred during the fiscal years ended February 28, 2023, February 29, 2024 and February 28, 2025 were not part of a formally
adopted budget plan and schedule because they had not been approved by the majority working interest partners and are still subject to
change.

 4. If the third party financing received in May 2022 is insufficient to cover
all of the annual development costs in your development schedule as of February 28, 2022, provide us with a schedule identifying the extent
of any deficiency for each subsequent period. Also provide us with an analysis and documentation identifying the specific sources of additional
funds that you expect to obtain for each annual period in which a shortfall in financing will otherwise occur; it should be clear how
you have formulated a reasonable expectation that all financing will be obtained prior to the scheduled development.

 Response:

The third party financing received
in May 2022 for development costs was not sufficient to cover all of the annual development costs in our development schedule before the
removal of the proved undeveloped reserves in comment one for the fiscal years ended February 28, 2022 and 2023. The third party funding
received was intended to cover the drilling and completion costs of the first well, with additional funds forthcoming through verbal commitments
depending on the success of the first development well.

With the revision of the reported proved
undeveloped reserves and the associated development schedule, we do not currently have sufficient funds to meet the needs of the revised
development schedule for the fiscal year ended February 28, 2025. The amount of the shortfall is approximately $300,000. We are currently
in discussions with possible funding sources to cover this shortfall in development funds, however there are no documented written commitments
on future funding.

Financial Statements

Note 17 - Supplemental Information for Crude Oil Producing Activities
(Unaudited), page 73

 5. We understand from your response to prior comment 4 that you would prefer
to limit compliance with FASB ASC 932-235-50-5 to future disclosures, rather than correct disclosures in your annual report for the fiscal
year ended February 28, 2022.

To facilitate our understanding
of your proposed changes, provide us with an illustration of your revised reconciliation of the changes in total proved reserves and proved
undeveloped reserves as would appear in your most recently filed annual report.

 Response:

To facilitate the Staff’s understanding
of the proposed changes we would make in the disclosure found in Note 17 – Supplemental Information for Crude Oil Producing Activities,
we are providing the Staff with a draft illustration of the proposed changes in total proved and proved undeveloped reserves as shown
below:

As
of February 28, 2022, our total reserves were comprised of our working interest in East Slopes Project located in Kern County, California.

Our
proved reserves are summarized in the table below:

    Oil (Barrels)

    Natural Gas (Mcf)

    BOE (Barrels)

    Proved reserves:

    February 29, 2020

    495,977

    —

    495,977

    Revisions(1)

    (50,784)

    —

    (50,784)

    Discoveries and extensions

    —

    —

    —

    Production

    (10,970
    )

    —

    (10,970
    )

    February 28, 2021

    434,223

    —

       434,223

    Revisions(2)

    (259,443)

    —

    (259,443)

    Discoveries and extensions

    —

    —

    —

    Production

    (9,613
    )

    —

    (9,613
    )

    February 28, 2022

    165,167

    —

    165,167

    (1)
    The revisions of previous estimates resulted from a decrease in the estimated economic life of the reservoirs due to lower realized crude oil prices in the energy markets.

    (2)
    The downward revision of previous estimates resulted from 351,988 barrels of proved undeveloped reserves being removed as proved undeveloped reserves since they had remained undeveloped for a period greater than five years from initial disclosure, offset by an increase of proved developed and undeveloped reserves of 92,545 barrels due to an increase in the estimated economic life of reserves due to higher realized crude oil prices in the energy markets.

The Company’s proved reserves are
set forth in the table below.

    Developed

    Undeveloped

    Total Reserves

    Oil (Bbls)

    BOE (Bbls)

    Oil (Bbls)

    BOE (Bbls)

    Oil (Bbls)

    BOE (Bbls)

    February 29, 2020

    113,779

    113,779

    382,198

    382,198

    495,977

    495,977

    February 28, 2021

    95,120

    95,120

    339,103

    339,103

    434,223

    434,223

    February 28, 2022

    117,844

    117,844

    47,323

    47,323

    165,167

    165,167

Exhibits

 6. We note your response to prior comment 6 indicating that you will obtain
and file a revised reserves report to address the various concerns identified in our comment, once those concerns have been satisfied.

To facilitate our understanding
of the changes that you propose, provide us with the draft revised reserves report as correspondence along with your response to this
comment.

 Response:

To facilitate the Staff’s understanding
of the changes that we propose to make in a revised reserve report for February 28, 2022, we are providing the staff with the revised
reserve report identified as EXHIBIT A with this response letter.

This revised reserve report will include
the adjustments necessary to incorporate our responses to comments number fi