-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWmnBmEfqEBuWngVsKvZK9p5sKtq6KZ2nd6ViVJVkqhH6MRY2lhOU19g8X0HDTYX ZAuKQjEcco4tpzYRnA9Ssw== 0001200952-07-000523.txt : 20071129 0001200952-07-000523.hdr.sgml : 20071129 20071129155651 ACCESSION NUMBER: 0001200952-07-000523 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071128 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20071129 DATE AS OF CHANGE: 20071129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYBREAK OIL & GAS INC CENTRAL INDEX KEY: 0001164256 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 910626366 STATE OF INCORPORATION: WA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50107 FILM NUMBER: 071274925 BUSINESS ADDRESS: STREET 1: 601 W. MAIN AVE. STREET 2: SUITE 1017 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: (509) 462-0315 MAIL ADDRESS: STREET 1: 601 W. MAIN AVE. STREET 2: SUITE 1017 CITY: SPOKANE STATE: WA ZIP: 99201 FORMER COMPANY: FORMER CONFORMED NAME: DAYBREAK MINES INC DATE OF NAME CHANGE: 20011231 8-K 1 dbog_8k-71129.htm FORM 8-K dbog_8k-71129.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 28, 2007

DAYBREAK OIL AND GAS, INC.
(Exact Name of Registrant as Specified in its Charter)

Washington
000-50107
91-0626366
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

601 W. Main Ave., Suite 1012
Spokane, WA
  
99201
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code: (509) 232-7674

N/A
(Former Name or Former Address if Changed Since Last Report)

Check the appropriate box below if the Form 8K fining is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


 
[    ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
 
[    ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
[    ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[    ]
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





SEC 873  (6-04)                                Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
 
ITEM 3.02  UNREGISTERED SALES OF SECURITIES

On October 19, 2007, Daybreak Oil and Gas, Inc. (“Company”) began a private placement offering of its Common Stock (Shares). The shares are being sold for $0.25 per share and are being sold directly by the Company.

We intend to raise $1,000,000 in gross proceeds from the sale. This would be a total of 4,000,000 shares. Our private placement document allows for an oversubscription of up to twenty-five percent (25%), which could result in gross proceeds of $5,000,000 to the company. Offering expenses are anticipated to be approximately $6,500.

As of November 28, 2007 we have sold 2,171,000 shares of unregistered common stock to a total of nine investors resulting in $542,750 of gross proceeds. There have been no sales commissions paid directly or indirectly by the Company for the sale of these shares.

The offering was made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) of the Act, and Regulation D promulgated by the Securities and Exchange Commission under the Securities Act.  The securities were sold only to “Accredited Investors” as defined by Regulation D, who were not solicited through any form of general solicitation or advertising, represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and other instruments issued in the transaction.




 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

DAYBREAK OIL AND GAS, INC.


By: /s/ Thomas Kilbourne                                                      
Thomas Kilbourne, Treasurer

Date:  November 29, 2007
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