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): August 16, 2010

 

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 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

Item 7.01 Regulation FD Disclosure.

 

Daybreak Oil and Gas, Inc. (the “ Company ”) continues to pursue alternative financings, including debt securities, to fund the development of the East Slopes Project in Kern County, California. No assurance can be given that we will be able to obtain any additional financing on favorable terms, if at all.

 

This information is being disclosed pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Information set forth in this Current Report on Form 8-K contains “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect the Company’s expectations regarding future events. These forward-looking statements are based on our current expectations, assumptions, estimates and projections for the future of our business and our industry and are not statements of historical fact. Such forward-looking statements include, but are not limited to, statements about our expectations regarding our future operating results and our future capital expenditures.

 

Future events and actual results may differ materially from the results set forth in or implied in the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: general economic and business conditions; exposure to market risks in our financial instruments; fluctuations in worldwide prices and demand for oil and natural gas; fluctuations in the levels of our oil and natural gas exploration and development activities; risks associated with oil and natural gas exploration and development activities; and our ability to secure additional capital to fund operations. Additional factors that may affect future results are contained in our filings with the Securities and Exchange Commission (“ SEC ”) and are available at the SEC’s web site http://www.sec.gov. The Company’s Form 10-K for the fiscal year ended February 28, 2010 and other SEC filings discuss some of the important risk factors identified that may affect the Company’s business, results of operations, and financial condition. Daybreak Oil and Gas Inc. disclaims any obligation to update and revise statements contained in this report based on new information or otherwise.

 

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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, President and Chief Executive Officer

 

Date:  August 16, 2010

 

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