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    DAYBREAK OIL AND GAS, INC.

    1414 S. FRIENDSWOOD DRIVE, SUITE 212

    FRIENDSWOOD, TX 77546

    OFFICE: (281) 996-4176

May
26, 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 May 12, 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
                                            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.

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.

 Response:

We have
reviewed the guidance provided under 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.

While
we believe there is a reasonable expectation that funding will exist and/or be available to us when needed to implement the proposed
drilling schedule of proved undeveloped reserves, we are unable to provide the Staff with a detailed analysis of the sources and/or
timing of the specific resources becoming available to us. Consequently, the best resolution to this comment is for us to not
include any proved undeveloped reserves in our reporting to the Securities and Exchange Commission (SEC) under the guidelines of
Rule 4-10 of Regulation S-X. We will revise any future disclosures and the draft disclosure below to conform to this decision until
we are able to meet the guidelines of Rule 4-10 of Regulation S-X.

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.

 Response:

To facilitate
the Staff’s understanding of the revised 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. This draft illustration, as shown below, of the proposed changes in total proved and unproved
reserves incorporates the Staff’s comments from their comment letter dated March 28, 2023 comment five, and comment one above of
this comment letter.

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)

    (306,766)

    —

    (306,766)

    Discoveries and extensions

    —

    —

    —

    Production

    (9,613
    )

    —

    (9,613
    )

    February 28, 2022

    117,844

    —

    117,844

    2

    (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 339,103 barrels of proved undeveloped reserves being removed as proved
    undeveloped reserves under the guidance provided by Rule 4-10 of Regulation S-X, offset by an increase of proved developed reserves
    of 32,337 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

    -0-
    (1)
    -0-

    117,844

    117,844

 (1) The
                                            removal of 339,103 barrels of proved undeveloped reserves for the year ended February 28,
                                            2022, in the above table is due to following the guidance provided by Rule 4-10 of Regulation
                                            S-X for the recognition of proved undeveloped reserves.

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 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.

Response:

As requested
by the Staff in this comment, we are providing the table shown below with our 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 we 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.

While
the table below does comply with the Staff’s request to show proved undeveloped reserves, we do not plan on reporting any
proved undeveloped reserves in any future disclosures until we are able to follow the guidelines of
Rule 4-10 of Regulation S-K as reflected in our response to you in comment one of this comment letter.

    Net Oil,
    Bbl
    Net Gas,
    Mcf
    Future
    Net Revenue, $
    Present Value,

                                                                                Discounted @ 10%, $

    Proved Developed
    269,530
    46,970
    12,078,990
    7,650,080

    Proved Undeveloped
    316,240
    —
    19,848,020
    8,776,410

    Grand Total
    585,770
    46,970
    31,927,010
    16,426,490

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Closing Comments

We
agree with the purpose and scope of the staff reviewing our Annual Form 10-K and Quarterly 10-Q filings to aid public companies in ensuring
that all information investors require to make an informed investment decision is disclosed.

We acknowledge that:

 · the
                                            Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff
                                            comments or changes to disclosure in response to staff comments do not foreclose the Commission
                                            from taking any action with respect to the filing; and

 · the
                                            Company may not assert staff comments as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

We
are currently working on completing both the required two-year audit of the acquired company and with preparing our Annual Report on
Form 10-K for the fiscal year ended February 28, 2023. We will ensure that the above comments are incorporated as appropriate into
these filings.

We
believe the foregoing is responsive to your comments. If you should have any questions or further comments, please call me at (281) 996-4176.

    Sincerely,

    /s/ JAMES F. WESTMORELAND

    James F. Westmoreland

    President and Chief Executive Officer

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