Daybreak Oil & Gas Inc - Current report filing (8-K)
December 31 2007 - 12:59PM
Edgar (US Regulatory)
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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): December 27, 2007
DAYBREAK
OIL AND GAS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Washington
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000-50107
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91-0626366
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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601
W. Main Ave., Suite 1012
Spokane,
WA
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99201
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(Address
of principal executive offices)
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|
(Zip
Code)
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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 filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[
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Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SEC
873
(6-04)
Potential persons who
are to
respond to the collection of information contained in this form are not
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ITEM
3.02 UNREGISTERED SALES OF SECURITIES
On
December 27, 2007, Daybreak Oil and Gas, Inc. (“Company”) closed a private
placement offering of its Common Stock (“Shares”). The private placement
offering commenced on October 19, 2007.
The
shares were sold directly by
Daybreak and no placement agent was involved in this offering. There were no
sales commissions paid directly or indirectly by the Company for the sale of
these shares.
A
total
of 2,497,000 shares of unregistered common stock were sold to thirteen (13)
investors resulting in $624,250 in gross proceeds.
The offering price was $0.25
per share.
Offering expenses were approximately $6,500.
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/
James F.
Westmoreland
James
F. Westmoreland, Chief Financial
Officer
Date: December
31, 2007
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