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~~ July 31, ~~2022~~2023 (~~August~~July 3027, ~~2022~~2023)

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.)

1101 N. Argonne Road, Suite A 211 Spokane Valley, WA		99212
1414 S. Friendswood Dr., Suite 212 Friendswood, TX		77546
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (~~509~~281) ~~232~~996-~~7674~~4176

(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 (17 CFR 230.425)

	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

n/a

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

¨Item 1.01 Entry into a Material Definitive Agreement.

~~Item~~On ~~5.07~~July ~~Submission~~27, of2023, ~~Matters~~the Company toentered into a ~~Vote~~Promissory ofNote ~~Security~~(the ~~Holders~~“Agreement”) with James F. Westmoreland, the Company’s Chairman, President and Chief Executive Officer. As Consideration for the aggregate principal amount of $60,000.00 (the “Note”)

OnThe ~~August~~Note ~~30,~~has ~~2022,~~a ~~Daybreak Oil~~maturity ~~and~~date ~~Gas,~~of ~~Inc.~~July ~~(OCT~~27, ~~PINK:DBRM)~~2024, aand ~~Washington~~carries ~~corporation~~no ~~(“Daybreak”~~interest, fees or ~~the~~penalties. “The Company~~”),~~ ~~held~~may anprepay ~~Annual~~the ~~Meeting of~~Note ~~Shareholders,~~at any time.

AtThe Agreement and the Note ~~Annual~~were ~~Meeting,~~each ~~348,541,779 of~~reviewed and approved by the Company’s ~~384,735,402~~board ~~issued and outstanding shares~~ of ~~common~~directors, ~~stock~~including ~~entitled to~~all ~~vote~~disinterested directors, orand ~~approximately~~all ~~90%~~the as members of the ~~record~~Nominating ~~date,~~and ~~July~~Corporate 7,Governance ~~2022~~Committee, and were ~~present~~approved orpursuant ~~represented~~to bythe ~~proxy~~Company’s Related Party Transactions policy.

~~The~~Item ~~final~~2.03 ~~voting~~Creation ~~results~~of ona ~~the proposals~~Direct ~~presented~~Financial ~~for~~Obligation ~~stockholder~~or ~~approval~~an atObligation ~~the~~under ~~Special~~an ~~Meeting~~Off-Balance ~~were~~Sheet asArrangement ~~follows:~~of a Registrant.

~~Proposal No. 1:~~ The information ~~shareholders~~in ~~ELECTED~~Item ~~the~~1.01 ~~following~~is ~~four~~incorporated ~~(4) directors nominated~~ by ~~our~~reference ~~Board of Directors to the Daybreak Board of Directors, to serve until the Company’s next Annual Meeting of Shareholders, or until their earlier, death, resignation, or removal:~~herein.

Nominee	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
James F. Westmoreland	335,976,085	200,333	0	12,365,361
Timothy R. Lindsey	335,976,085	200,333	0	12,365,361
James F. Meara	335,976,085	200,333	0	12,365,361
Darren Williams	336,173,884	2,534	0	12,365,361

Item 9.01

Financial Statements and Exhibits.

~~Proposal~~(d) 2:Exhibits. ~~The shareholders RATIFIED our appointment of MaloneBailey, LLP as our independent registered public accountants for the fiscal year ending February 28, 2023; and~~

Votes For	Votes Against	Abstentions	Broker Non-Votes
Exhibit No.		Description		Incorporation by reference
348,458,192	53,882	29,705	0
10.1		Form of Promissory Note Agreement, issued by the Company dated as of July 27, 2023.		Filed herewith
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

[signature page follows]

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~~July 31, ~~2022~~2023

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