Daybreak Oil & Gas Inc - Amended Current report filing (8-K/A)
November 30 2007 - 6:06AM
Edgar (US Regulatory)
OMB
APPROVAL
|
OMB
Number:
|
Expires:
|
Estimated
average burden hours per response:
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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
$1,250,000 to the company and 5,000,000 shares of unregistered common stock
being issued. 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
Daybreak Oil and Gas (CE) (USOTC:DBRM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Daybreak Oil and Gas (CE) (USOTC:DBRM)
Historical Stock Chart
From Jul 2023 to Jul 2024