DAYBREAK OIL & GAS INC (Form: 10-K, Received: 05/28/2009 06:01:49)

This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the "Act"), and are "restricted securities" as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.

Warrant No.2007-P-[NO]

WARRANT TO PURCHASE SHARES OF COMMON STOCK

Warrant to Purchase __________ Shares

(subject to adjustment as set forth herein)

Exercise Price $0.65 Per Share

(subject to adjustment as set forth herein)

VOID AFTER 3:00 P.M., PACIFIC TIME, ON FEBRUARY 14, 2010

THIS CERTIFIES THAT [INVESTOR’S NAME], [INVESTOR’S ADDRESS] is entitled to purchase from Daybreak Oil and Gas, Inc., a Washington corporation (hereinafter called the "Company") with its principal office located at 601 West Main Street, Suite 1012, Spokane, Washington 99201, at any time after the issuance of this warrant, but before 3:00 P.M., Pacific Time, on February 14, 2010 (the "Termination Date"), at the purchase price of $0.65 per share (the "Exercise Price"), the number of shares (the "Shares") of the Company's Common Stock (the "Common Stock") set forth above. The number of Shares purchasable upon exercise of this Warrant and the Exercise Price per Share shall be subject to adjustment from time to time as set forth in Section 4 below.

Section 1. Definitions.

The following terms used in this agreement shall have the following meanings (unless otherwise expressly provided herein):

The “Act.” The Securities Act of 1933, as amended.

The “Commission.” The Securities and Exchange Commission.

The “Company.” Daybreak Oil and Gas, Inc.

“ Common Stock .” The Company’s Common Stock.

“Current Market Price.” The Current Market Price shall be determined as follows:

(a) if the security at issue is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or quoted on either the National Market System or the Small Cap Market of the automated quotation service operated by The Nasdaq Stock Market, Inc. ("Nasdaq”), the current value shall be the last reported sale price of that security on such exchange or system on the day for which the Current Market Price is to be determined or, if no such sale is made on such day, the average of the highest closing bid and lowest asked price for such day on such exchange or system; or

(b) if the security at issue is not so listed or quoted or admitted to unlisted trading privileges, the Current Market Value shall be the average of the last reported highest bid and lowest asked prices quoted on the Nasdaq Electronic Bulletin Board, or, if not so quoted, then by the National Quotation Bureau, Inc. on the last business day prior to the day for which the Current Market Price is to be determined; or

(c) if the security at issue is not so listed or quoted or admitted to unlisted trading privileges and bid and asked prices are not reported, the current market value shall be determined in such reasonable manner as may be prescribed from time to time by the Board of Directors of the Company, subject to the objection and arbitration procedure as described in Section 7 below.

“Exercise Price.” $0.65 per Share, as modified in accordance with Section 4, below.

“Expiration Date.” February 14, 2010.

“ Holder “ or “Warrantholder.” The person to whom this Warrant is issued, and any valid transferee thereof pursuant to Section 3.1 below.

"NASD.” The National Association of Securities Dealers, Inc.

“Nasdaq.” The automated quotation system operated by the Nasdaq Stock Market, Inc.

"Termination of Business.” Any sale, lease or exchange of all, or substantially all, of the Company's assets or business or any dissolution, liquidation or winding up of the Company.

“Warrants.” The warrants issued in accordance with the terms of this Agreement and any Warrants issued in substitution for or replacement of such warrants, including those evidenced by a certificate or certificates originally issued or issued upon division, exchange, substitution or transfer pursuant to this Agreement.

“Warrant Securities .” The Common Stock purchasable upon exercise of a Warrant including the Common Stock underlying unexercised portions of a Warrant.

Section 2. Term of Warrants; Exercise of Warrant.

2.1. Exercise of Warrant. Subject to the terms of this Agreement, the Holder shall have the right, at any time prior to 5:00 p.m., Spokane Time, on the Expiration Date, to purchase from the Company up to the number of fully paid and nonassessable Shares to which the Holder may at the time be entitled to purchase pursuant to this Agreement, upon surrender to the Company, at its principal office, of the Warrant to be exercised, together with the purchase form on the reverse thereof, or the Warrant Conversion Exercise Form in the case of a warrant conversion pursuant to Section 2.3 herein, duly filled in and signed, and upon payment to the Company of the Exercise Price for the number of Shares in respect of which such Warrants are then exercised, but in no event for less than 100 Shares (unless fewer than an aggregate of 100 shares are then purchasable under all outstanding Warrants held by a Holder).

2.2 Payment of Exercise Price. The payment of the Exercise Price shall be made in cash or by check or any combination thereof. Warrant holders may also make payment of the Exercise Price by Warrant conversion. Warrant holders wishing to pay all or any part of the Exercise Price by Warrant conversion should contact the Company for further information and the appropriate forms.

2.3. Conversion Right . In addition to and without limiting the rights of the Warrantholder under the terms of the Warrant, the Holder shall have the right (the “Conversion Right”) to convert this Warrant or any portion thereof into Shares as provided in this Section 2.3 at any time or from time to time prior to its expiration.

(a) Upon exercise of the Conversion Right with respect to a particular number of Warrants (the "Converted Warrants"), the Company shall deliver to the Holder, without payment by the Holder of any Exercise Price or any cash or other consideration, that number of Shares computed using the following formula:

X = Y(A-B)

Where:

X = the number of Shares and/or Warrants to be issued to the Holder;

Y = the number of Shares and/or Warrants to be converted under this Warrant;
A = the Current Market Price of one share of Common Stock; and
B = the Share Exercise Price.

No fractional Shares shall be issuable upon exercise of the Conversion Right, and if the number of Shares to be issued in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the Current Market Price.

b. The Conversion Right may be exercised by the Holder by the surrender of the Warrant at the principal office of the Company or at the office of the Company’s stock transfer agent, if any, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right and indicating the number of Shares subject to the Warrant which are being surrendered on the reverse side of the Warrant, in exercise of the Conversion Right. Such conversion shall be effective upon receipt by the Company of the Warrant, or on such later date as is specified therein (the “Conversion Date”), but not later than the Expiration Date. Certificates for the Converted Shares issuable upon exercise of the Conversion Right, together with a check in payment of any fractional Warrant Share and, in the case of a partial exercise a new Warrant evidencing the Warrant Shares remaining subject to the Warrant, shall be issued as of the Conversion Date and shall be delivered to the Holder within seven (7) days following the Conversion Date.

2.4. Issuance of Shares. Upon such surrender of the Warrants and payment of such Exercise Price as aforesaid, the Company shall issue and cause to be delivered with all reasonable dispatch to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate or certificates for the number of full Shares so purchased upon the exercise of the Warrant, together with cash, as provided in Section 13 hereof, in respect of any fractional Shares otherwise issuable upon such surrender.

2.5. Holder of Shares . Upon receipt of the Warrant by the company as described in Sections 2.1.or 2.3. above, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company may then be closed or that certificates representing such Shares may not have been prepared or actually delivered to the Holder.

Section 3. Transferability and Form of Warrant.

3.1. Limitation on Transfer. Any assignment or transfer of a Warrant shall be made by the presentation and surrender of the Warrant to the Company at its principal office or the office of its transfer agent, if any, accompanied by a duly executed Assignment Form. Upon the presentation and surrender of these items to the Company, the Company, at its sole expense, shall execute and deliver to the new Holder or Holders a new Warrant or Warrants, in the name of the new Holder or Holders as named in the Assignment Form, and the Warrant presented or surrendered shall at that time be canceled.

3.2. Exchange of Certificate. Any Warrant may be exchanged for another certificate or certificates entitling the Warrantholder to purchase a like aggregate number of Shares as the certificate or certificates surrendered then entitled such Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant shall make such request in writing delivered to the Company, and shall surrender, properly endorsed, with signatures guaranteed, the certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and deliver to the person entitled thereto a new Warrant as so requested.

3.3. Mutilated, Lost, Stolen, or Destroyed Certificate . In case the certificate or certificates evidencing the Warrants shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the Warrantholder, issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate or certificates, or in lieu of and substitution for the certificate or certificates lost, stolen or destroyed, a new Warrant or certificates of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction of such Warrant and a bond of indemnity, if requested, also satisfactory in form and amount, at the applicant’s cost. Applicants for such substitute Warrant shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe.

Section 4. Adjustment of Number of Shares.

The number and kind of securities purchasable upon the exercise of the Warrants and the Warrant Price shall be subject to adjustment from time to time upon the happening of certain events, as follows:

4.1. A djustments . The number of Shares purchasable upon the exercise of the Warrants shall be subject to adjustments as follows:

(a) In case the Company shall (i) pay a dividend in Common Stock or make a distribution to its stockholders in Common Stock, (ii) subdivide its outstanding Common Stock, (iii) combine its outstanding Common Stock into a smaller number of shares of Common Stock, or (iv) issue by classification of its Common Stock other securities of the Company, the number of Shares purchasable upon exercise of the Warrants immediately prior thereto shall be adjusted so that the Warrantholder shall be entitled to receive the kind and number of Shares or other securities of the Company which it would have owned or would have been entitled to receive immediately after the happening of any of the events described above, had the Warrants been exercised immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this subsection 4.1.(a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b) In case the Company shall issue rights, options, warrants, or convertible securities to all or substantially all holders of its Common Stock, without any charge to such holders, entitling them to subscribe for or purchase Common Stock at a price per share which is lower at the record date mentioned below than the then Current Market Price, the number of Shares thereafter purchasable upon the exercise of each Warrant shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants, or convertible securities plus the number of shares which the aggregate offering price of the total number of shares offered would purchase at such Current Market Price. Such adjustment shall be made whenever such rights, options, warrants, or convertible securities are issued, and shall become effective immediately and retroactively to the record date for the determination of stockholders entitled to receive such rights, options, warrants, or convertible securities.

(c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions out of earnings) or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock (excluding those referred to in subsection 4.1(b) above), then in each case the number of Shares thereafter purchasable upon the exercise of the Warrants shall be determined by multiplying the number of Shares theretofore purchasable upon exercise of the Warrants by a fraction, of which the numerator shall be the then Current Market Price on the date of such distribution, and of which the denominator shall be such Current Market Price on such date minus the then fair value (determined as provided in subparagraph (e) below) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights, options, warrants, or convertible securities applicable to one share. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution.

(d) No adjustment in the number of Shares purchasable pursuant to the Warrants shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Shares then purchasable upon the exercise of the Warrants or, if the Warrants are not then exercisable, the number of Shares purchasable upon the exercise of the Warrants on the first date thereafter that the Warrants become exercisable; provided, however, that any adjustments which by reason of this subsection (4.1(d)) are not required to be made immediately shall be carried forward and taken into account in any subsequent adjustment.

(e) Whenever the number of Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares so purchasable immediately thereafter.

(f) Whenever the number of Shares purchasable upon exercise of the Warrants is adjusted as herein provided, the Company shall cause to be promptly mailed to the Warrantholder by first class mail, postage prepaid, notice of such adjustment and a certificate of the chief financial officer of the Company setting forth the number of Shares purchasable upon the exercise of the Warrants after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made.

(g) For the purpose of this Section 4.1, the term “Common Stock” shall mean (i) the class of stock designated as the Common Stock of the Company at the date of this Agreement, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 4, the Warrantholder shall become entitled to purchase any securities of the Company other than Common Stock, (y) if the Warrantholder’s right to purchase is on any other basis than that available to all holders of the Company’s Common Stock, the Company shall obtain an opinion of an independent investment banking firm valuing such other securities and (z) thereafter the number of such other securities so purchasable upon exercise of the Warrants shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Shares contained in this Section 4.

(h) Upon the expiration of any rights, options, warrants, or conversion privileges, if such shall have not been exercised, the number of Shares purchasable upon exercise of the Warrants, to the extent the Warrants have not then been exercised, shall, upon such expiration, be readjusted and shall thereafter be such as they would have been had they been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (i) the fact that the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants, or conversion privileges, and (ii) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants, or conversion privileges whether or not exercised; provided, however, that no such readjustment shall have the effect of decreasing the number of Shares purchasable upon exercise of the Warrants by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale, or grant of such rights, options, warrants, or conversion rights.

4.2. No Adjustment for Dividends . Except as provided in Section 4.1, no adjustment in respect of any dividends or distributions out of earnings shall be made during the term of the Warrants or upon the exercise of the Warrants.

4.3. No Adjustment in Certain Cases . No adjustments shall be made pursuant to Section 4 hereof in connection with the issuance of the Common Stock upon exercise of the Warrants. No adjustments shall be made pursuant to Section 4 hereof in connection with grant or exercise of presently authorized or outstanding options to purchase, or the issuance of shares of Common Stock under the Company’s director or employee benefit plan.

4.4. Preservation of Purchase Rights upon Reclassification, Consolidation, etc. In case of any consolidation of the Company with or merger of the Company into another corporation, or in case of any sale or conveyance to another corporation of the property, assets, or business of the Company as an entirety or substantially as an entirety, the Company or such successor or purchasing corporation, as the case may be, shall execute with the Warrantholder an agreement that the Warrantholder shall have the right thereafter upon payment of the Exercise Price in effect immediately prior to such action to purchase, upon exercise of the Warrants, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such consolidation, merger, sale, or conveyance had the Warrants been exercised immediately prior to such action. In the event of a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986, in which the Company is the surviving corporation, the right to purchase Shares under the Warrants shall terminate on the date of such merger and thereupon the Warrants shall become null and void, but only if the controlling corporation shall agree to substitute for the Warrants, its warrants which entitle the holder thereof to purchase upon their exercise the kind and amount of shares and other securities and property which it would have owned or been entitled to receive had the Warrants been exercised immediately prior to such merger. Any such agreements referred to in this Section 4.4 shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 4 hereof. The provisions of this Section (4.4) shall similarly apply to successive consolidations, mergers, sales, or conveyances.

4.5. Par Value of Shares of Common Stock . Before taking any action which would cause an adjustment effectively reducing the portion of the Exercise Price allocable to each Share below the par value per share of the Common Stock issuable upon exercise of the Warrants, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable Common Stock upon exercise of the Warrants.

4.6. Independent Public Accountant s. The Company may retain a firm of independent public accountants of recognized national standing (which may be any such firm regularly employed by the Company) to make any computation required under this Section 4, and a certificate signed by such firm shall be conclusive evidence of the correctness of any computation made under this Section 4.

4.7. Statement on Warrants . Irrespective of any adjustments in the number of securities issuable upon exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same number of securities as are stated in the similar Warrants initially issuable pursuant to this Agreement. However, the Company may, at any time in its sole discretion (which shall be conclusive), make any change in the form of Warrant that it may deem appropriate and that does not affect the substance thereof; and any Warrant thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant, may be in the form so changed.

4.8. Treasury Stock. For purposes of this Section 4, shares of Common Stock owned or held at any relevant time by, or for the account of, the Company, in its treasury or otherwise, shall not be deemed to be outstanding for purposes of the calculations and adjustments described.

Section 5. Reserved.

Section 6. Notice to Holders.

If, prior to the expiration of this Warrant either by its terms or by its exercise in full, any of the following shall occur:

(a)

the Company shall declare a dividend or authorize any other distribution on its Common Stock; or

(b)

the Company shall authorize the granting to the shareholders of its Common Stock of rights to subscribe for or purchase any securities or any other similar rights; or

(c)

any reclassification, reorganization or similar change of the Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, or exchange of any significant portion of the assets of the Company; or

(d)

the voluntary or involuntary dissolution, liquidation or winding up of the Company; or

(e)

any purchase, retirement or redemption by the Company of its Common Stock;

then, and in any such case, the Company shall deliver to the Holder or Holders written notice thereof at least 30 days prior to the earliest applicable date specified below with respect to which notice is to be given, which notice shall state the following:

(x)

the date on which a record is to be taken for the purpose of such dividend, distribution or rights, or, if a record is not to be taken, the date as of which the shareholders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined;

(y)

the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or purchase, retirement or redemption is expected to become effective, and the date, if any, as of which the Company's shareholders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation, winding up, purchase, retirement or redemption; and

(z)

if any matters referred to in the foregoing clauses (x) and (y) are to be voted upon by shareholders of Common Stock, the date as of which those shareholders to be entitled to vote are to be determined.

Section 7. Officers' Certificate.

Whenever the Exercise Price or the aggregate number of Warrant Securities purchasable pursuant to this Warrant shall be adjusted as required by the provisions of Section 4 above, the Company shall promptly file with its Secretary or an Assistant Secretary at its principal office, and with its transfer agent, if any, an officers' certificate executed by the Company's President and Secretary or Assistant Secretary, describing the adjustment and setting forth, in reasonable detail, the facts requiring such adjustment and the basis for and calculation of such adjustment in accordance with the provisions of this Warrant. Each such officers' certificate shall be made available to the Holder or Holders of this Warrant for inspection at all reasonable times, and the Company, after each such adjustment, shall promptly deliver a copy of the officers' certificate relating to that adjustment to the Holder or Holders of this Warrant. The officers' certificate described in this Section 7 shall be deemed to be conclusive as to the correctness of the adjustment reflected therein if, and only if, no Holder of this Warrant delivers written notice to the Company of an objection to the adjustment within 30 days after the officers' certificate is delivered to the Holder or Holders of this Warrant. The Company will make its books and records available for inspection and copying during normal business hours by the Holder so as to permit a determination as to the correctness of the adjustment. If written notice of an objection is delivered by a Holder to the Company and the parties cannot reconcile the dispute, the Holder and the Company shall submit the dispute to arbitration pursuant to the provisions of Section 20 below. Failure to prepare or provide the officers' certificate shall not modify the parties' rights hereunder.

Section 8. Reservation of Warrant Securities.

There has been reserved, and the Company shall at all times keep reserved so long as the Warrants remain outstanding, out of its authorized and unissued Common Stock, such number of shares of Common Stock as shall be subject to purchase under the Warrants. Every transfer agent for the Common Stock and other securities of the Company issuable upon the exercise of the Warrants will be irrevocably authorized and directed at all times to reserve such number of authorized shares and other securities as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with every transfer agent for the Common Stock and other securities of the Company issuable upon the exercise of the Warrants. The Company will supply every such transfer agent with duly executed stock and other certificates, as appropriate, for such purpose and will provide or otherwise make available any cash which may be payable as provided in Section 13 hereof.

Section 9. Restrictions on Transfer.

The Warrantholder agrees that prior to making any disposition of the Warrants or the Shares, the Warrantholder shall give written notice to the Company describing briefly the manner in which any such proposed disposition is to be made; and no such disposition shall be made if the Company has notified the Warrantholder that in the opinion of counsel reasonably satisfactory to the Warrantholder, there is no applicable exemption from the registration requirements under the Act available for the disposition, and a registration statement or other notification or post-effective amendment thereto (hereinafter collectively a “Registration Statement”) under the Act is required with respect to such disposition and no such Registration Statement has been filed by the Company with, and declared effective, if necessary, by, the Commission.

Section 10. Payment of Taxes.

The Company will pay all documentary stamp taxes, if any, attributable to the initial issuance of the Warrants or the securities comprising the Shares; provided, however, the Company shall not be required to pay any tax which may be payable in respect of any transfer of the Warrants or the securities comprising the Shares.

Section 11. Transfer to Comply With the Securities Act of 1933.

This Warrant, the Warrant Securities, and all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities laws. The Company may cause substantially the following legends, or their equivalents, to be set forth on each certificate representing the Warrant Securities, or any other security issued or issuable upon exercise of this Warrant, not theretofore distributed to the public or sold to underwriters, as defined by the Act, for distribution to the public pursuant to Section 8 above

(a)

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT IN COMPLIANCE WITH THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED.”

(b)

Any legend required by applicable state securities laws.

Any certificate issued at any time in exchange or substitution for any certificate bearing such legends (except a new certificate issued upon completion of a public distribution pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”), or the securities represented thereby) shall also bear the above legends unless, in the opinion of the Company’s counsel, the securities represented thereby need no longer be subject to such restrictions.

Section 12. Fractional Shares.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of all or any part of this Warrant. With respect to any fraction of a share of any security called for upon any exercise of this Warrant, the Company shall pay to the Holder an amount in money equal to that fraction multiplied by the Current Market Price of that share.

Section 13. No Rights as Stockholder; Notices to Warrantholder.

Nothing contained in this Agreement or in the Warrants shall be construed as conferring upon the Warrantholder or its transferees any rights as a stockholder of the Company, including the right to vote, receive dividends, consent or receive notices as a stockholder in respect to any meeting of stockholders for the election of directors of the Company or any other matter. The Company covenants, however, that for so long as this Warrant is at least partially unexercised, it will furnish any Holder of this Warrant with copies of all reports and communications furnished to the shareholders of the Company. In addition, if at any time prior to the expiration of the Warrants and prior to their exercise, any one or more of the following events shall occur:

(a) any action which would require an adjustment pursuant to Section 4.1 (except subsections 4.1(e) and 4.1(h) or 4.4; or

(b) a dissolution, liquidation, or winding up of the Company (other than in connection with a consolidation, merger, or sale of its property, assets, and business as an entirety or substantially as an entirety) shall be proposed:

then the Company shall give notice in writing of such event to the Warrantholder, as provided in Section 16 hereof, at least 20 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to any relevant dividend, distribution, subscription rights or other rights or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation, or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to mail or receive notice or any defect therein shall not affect the validity of any action taken with respect thereto.

Section 14. Charges Due Upon Exercise.

The Company shall pay any and all issue or transfer taxes, including, but not limited to, all federal or state taxes, that may be payable with respect to the transfer of this Warrant or the issue or delivery of Warrant Securities upon the exercise of this Warrant. If the Warrant is converted pursuant to Section 2, and the resale of the Warrant Securities received upon such conversion are sold in accordance with Rule 144 under the Act, the Company shall also pay the costs of obtaining any opinion of counsel required by it or its transfer agent to effectuate the transfer,

Section 15. Warrant Securities to be Fully Paid.

The Company covenants that all Warrant Securities that may be issued and delivered to a Holder of this Warrant upon the exercise of this Warrant and payment of the Exercise Price will be, upon such delivery, validly and duly issued, fully paid and nonassessable.

Section 16. Notices.

Any notice pursuant to this Agreement by the Company or by a Warrantholder or a holder of Shares shall be in writing and shall be deemed to have been duly given if delivered or mailed by certified mail, return receipt requested:

(i) If to a Warrantholder or a holder of Shares, addressed to the address set forth above.

(ii) If to the Company addressed to it at 601 W. Main Ave., Suite 1012, Spokane, Washington 99201, Attention: Secretary.

Each party may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other party.

Section 17. Merger or Consolidation of the Company.

The Company will not merge or consolidate with or into any other corporation or sell all or substantially all of its property to another corporation, unless the provisions of Section 4.4 are complied with.

Section 18. Applicable Law.

This Warrant shall be governed by and construed in accordance with the laws of the State of Washington, and courts located in Spokane County, Washington shall have exclusive jurisdiction over all disputes arising hereunder.

Section 19. Arbitration.

The Company and the Holder, and by receipt of this Warrant or any Warrant Securities, all subsequent Holders or holders of Warrant Securities, agree to submit all controversies, claims, disputes and matters of difference with respect to this Warrant, including, without limitation, the application of this Section 20 to arbitration in Spokane, Washington, according to the rules and practices of the American Arbitration Association from time to time in force; provided, however, that if such rules and practices conflict with the applicable procedures of Washington courts of general jurisdiction or any other provisions of Washington law then in force, those Washington rules and provisions shall govern. This agreement to arbitrate shall be specifically enforceable. Arbitration may proceed in the absence of any party if notice of the proceeding has been given to that party. The parties agree to abide by all awards rendered in any such proceeding. These awards shall be final and binding on all parties to the extent and in the manner provided by the rules of civil procedure enacted in Washington. All awards may be filed, as a basis of judgment and of the issuance of execution for its collection, with the clerk of one or more courts, state or federal, having jurisdiction over either the party against whom that award is rendered or its property. No party shall be considered in default hereunder during the pendency of arbitration proceedings relating to that default.

Section 20. Acceptance of Terms; Successors.

By its acceptance of this Warrant Certificate, the Holder accepts and agrees to comply with all of the terms and provisions hereof. All the covenants and provisions of this Warrant Certificate by or for the benefit of the Company or the Holder shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 21. Miscellaneous Provisions.

(a) Subject to the terms and conditions contained herein, this Warrant shall be binding on the Company and its successors and shall inure to the benefit of the original Holder, its successors and assigns and all holders of Warrant Securities and the exercise of this Warrant in full shall not terminate the provisions of this Warrant as it relates to holders of Warrant Securities.

(b) If the Company fails to perform any of its obligations hereunder, it shall be liable to the Holder for all damages, costs and expenses resulting from the failure, including, but not limited to, all reasonable attorney's fees and disbursements.

(c) This Warrant cannot be changed or terminated or any performance or condition waived in whole or in part except by an agreement in writing signed by the party against whom enforcement of the change, termination or waiver is sought; provided, however, that any provisions hereof may be amended, waived, discharged or terminated upon the written consent of the Company and the Company.

(d) If any provision of this Warrant shall be held to be invalid, illegal or unenforceable, such provision shall be severed, enforced to the extent possible, or modified in such a way as to make it enforceable, and the invalidity, illegality or unenforceability shall not affect the remainder of this Warrant.

(e) The Company agrees to execute such further agreements, conveyances, certificates and other documents as may be reasonably requested by the Holder to effectuate the intent and provisions of this Warrant.

(f) Paragraph headings used in this Warrant are for convenience only and shall not be taken or construed to define or limit any of the terms or provisions of this Warrant. Unless otherwise provided, or unless the context shall otherwise require, the use of the singular shall include the plural and the use of any gender shall include all genders.

	DAYBREAK OIL AND GAS, INC.

Dated _____________	By:	/s/
		James F. Westmoreland

PURCHASE FORM

Dated ______________

The undersigned hereby irrevocably elects to exercise the Warrant represented by this Warrant Certificate to the extent of purchasing Shares of Daybreak Oil and Gas, Inc., and hereby tenders payment of the exercise price thereof.

INSTRUCTIONS FOR REGISTRATION OF STOCK

	Name
		(please type or print in block letters)
	Address

Washington		91-0626366
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company þ
		(Do not check if a smaller reporting company)

		PAGE

PART I		4
ITEM 1.	DESCRIPTION OF BUSINESS	9
ITEM 1A.	RISK FACTORS	9
ITEM 2.	DESCRIPTION OF PROPERTIES	10
ITEM 3.	LEGAL PROCEEDINGS	15
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
PART II		16
ITEM 5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES	16
ITEM 6.	SELECTED FINANCIAL INFORMATION	21
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	22
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	35
	Balance Sheets a s of February 28, 2009 and February 29, 2008	36
	Statements of Operations f or the Ye ars ended February 28, 2009 and February 2 9 , 200 8 and for the Period from Inception (March 1, 2005) to February 28, 2009	37
	Statement of Changes in Stockholders' Equity f or the Period from Inception (March 1, 2005) through February 28, 2009	38
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	66
ITEM 9A(T).	CONTROLS AND PROCEDURES	67
ITEM 9B.	OTHER INFORMATION	69
PART III		70
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	70
ITEM 11.	EXECUTIVE COMPENSATION	70
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	70
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	70
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	70
PART IV		71
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	71
SIGNATURES		73

				For the Year Ended February 28, 2009					For the Year Ended February 29, 2008
Project	Location	Product	Customer	Revenue		Percentage			Revenue		Percentage

East Gilbertown	Alabama	Oil	Hunt Crude Oil Supply	$	148,741		73.7	%	$	119,409		61.5	%

Krotz Springs	Louisiana	Gas	JP Oil Company	$	22,944		11.4	%	$	37,121		19.1	%
		Liquids	JP Oil Company	$	26,122		12.9	%	$	30,591		15.7	%


		Daybreak Oil and Gas, Inc.
		601 W. Main Ave., Suite 1012
		Spokane, WA 99201-0613
		Attention: Corporate Secretary
		Telephone: (509) 232-7674

		Oil				Gas				Total
State	Field	Net Bbl		Net Revenue		Net Mcf**		Net Revenue		Revenue
California	East Slopes		44		1,290		-		-		1,290
Alabama	East Gilbertown		2,344	$	148,741		-	$	-	$	148,741
Louisiana	Krotz Springs		24		2,725		14,743		49,156		51,881
			2,412	$	152,756		14,743	$	49,156	$	201,912

	Average Sales Price						Average Cost
	Oil (Bbl)		Gas (Mcf)**		BOE		of Production

February 28, 2007	$	35.40		-		35.40	$	26.47
February 29, 2008	$	56.13		3.00		21.67	$	14.21
February 28, 2009	$	63.31		3.33		41.47	$	26.01

	Developed Acres				Undeveloped Acres
Location	Gross		Net		Gross		Net
California		1,514		379		27,777		9,194
Alabama		2,025		253		-		-
Total		3,539		632		27,777		9,194

	Fiscal Year 2009				Fiscal Year 2008
State	Productive		Dry		Productive		Dry
California		2		2		-		-
Louisiana		-		-		1		1
Total		2		2		1		1


Fiscal Year Ending February 29, 2008	High Closing		Low Closing
First Quarter	$	0.95	$	0.48
Second Quarter	$	0.70	$	0.39
Third Quarter	$	0.62	$	0.35
Fourth Quarter	$	0.45	$	0.25


Fiscal Year Ending February 28, 2009	High Closing		Low Closing
First Quarter	$	0.51	$	0.24
Second Quarter	$	0.51	$	0.29
Third Quarter	$	0.33	$	0.16
Fourth Quarter	$	0.20	$	0.07

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	-	-	-
Equity compensation plans not approved by security holders (1)	-	-	2,100,000 ( 2 )
Total	-	-	2,100,000 ( 2 )

	February 28, 2009		February 29, 2008
Current Assets	$	2,784,213	$	1,049,217
Current Liabilities	$	356,307	$	316,253
Working Capital	$	2,427,906	$	732,964

Current Ratio		7.81		3.32

	For the Year Ended
Net Cash Provided by or (Used in)	February 28, 2009			February 29, 2008
Operating activities	$	(2,791,659	)	$	(1,302,213	)
Investing activities		5,000,636			576,574
Financing activities		14,700			406,815
Net change in cash	$	2,223,677		$	(318,824	)


	2009		2008
California – East Slopes		1,290		-
Alabama – East Gilbertown	$	148,741	$	119,740
Louisiana – Krotz Springs		51,881		74,209
Total Revenues	$	201,912	$	193,949


	Fiscal Year 2009		Fiscal Year 2008
Production Costs	$	158,413	$	144,900
Exploration Costs		1,304,894		654,765
Depreciation, Depletion, Amortization & Impairment		556,651		1,358,246
General & Administrative		2,483,681		2,524,547
Total Operating Expenses	$	4,503,639	$	4,682,458

	2009			2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,282,810		$	59,133
Investment in marketable securities, at market, cost of $155,445		-			155,445
Accounts receivable:
Oil and gas sales		17,636			311,277
Joint interest participants, net of allowance for doubtful
accounts of $15,103		480,877			502,420
Prepaid expenses and other current assets		2,890			20,942
Total current assets		2,784,213			1,049,217
OIL AND GAS PROPERTIES, net of accumulated depletion, depreciation,
amortization and impairment, successful efforts method
Proved properties		356,280			46,499
Unproved properties		-			104,700
VEHICLES AND EQUIPMENT, net of accumulated depreciation of $23,753
and $13,310 respectively		7,576			18,019
Assets held for sale		-			1,652,793
Joint interest receivable - long term		-			500,000
OTHER ASSETS		390,454			289,809

Total assets	$	3,538,523		$	3,661,037

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities	$	356,307		$	316,253
OTHER LIABILITIES
Asset retirement obligation		20,011			15,114
Liabilities associated with assets held for sale		-			104,093
Total liabilities		376,318			435,460
COMMITMENTS
STOCKHOLDERS’ EQUITY:
Preferred stock - 10,000,000 shares authorized, $0.001 par value;
Series A Convertible Preferred stock - 2,400,000 shares authorized,
$0.001 par value, 6% cumulative dividends; 1,060,465 and
1,297,465 shares issued and outstanding respectively		1,061			1,298
Common stock- 200,000,000 shares authorized; $0.001 par value, 45,079,899
and 44,293,299 shares issued and outstanding respectively		45,081			44,294
Additional paid-in capital		22,047,360			21,980,785
Accumulated deficit		(736,035	)		(736,035	)

							From Inception
	Years Ended						Through
	February 28,			February 29,			February 28,
	2009			2008			2009
REVENUE:
Oil and gas sales	$	201,912		$	193,949		$	397,971

OPERATING EXPENSES:
Production costs		158,413			144,900			308,644
Exploration and drilling		1,304,894			654,765			3,483,768
Depreciation, depletion, amortization, and
impairment		556,651			1,358,246			2,130,506
General and administrative		2,483,681			2,524,547			12,847,965
Total operating expenses		4,503,639			4,682,458			18,770,883

OPERATING LOSS		(4,301,727	)		(4,488,509	)		(18,372,912	)

OTHER INCOME (EXPENSE):
Interest income		7,671			43,550			153,280
Dividend income		30,256			3,691			39,493
Interest expense		(2,577	)		(208,893	)		(1,654,824	)
Total other income (expense)		35,350			(161,652	)		(1,462,051	)

LOSS FROM CONTINUING OPERATIONS		(4,266,377	)		(4,650,161	)		(19,834,963	)

DISCONTINUED OPERATIONS
Income (loss) from discontinued operations
(net of tax of $ -0-)		75,060			(550,533	)		(2,421,119	)
Gain from sale of oil and gas properties
(net of tax of $ -0-)		4,060,820			-			4,060,820
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS		4,135,880			(550,533	)		1,639,701

NET LOSS		(130,497	)		(5,200,694	)		(18,195,262	)

Cumulative convertible preferred stock
dividend requirement		(208,212	)		(237,752	)		(599,930	)
Deemed dividend - Beneficial conversion feature		-			-			(4,199,295	)

NET LOSS AVAILABLE TO COMMON

	Series A Convertible																Accumulated
	Preferred Stock				Common Stock						Additional						During the
											Paid-In			Accumulated			Exploration
	Shares		Amount		Shares			Amount			Capital			Deficit			Stage			Total

BALANCE, March 1, 2005 (Exploration
stage date of inception)		-	$	-		18,199,419		$	18,199		$	709,997		$	(736,035	)	$	-		$	(7,839	)

Issuance of common stock for:																					-
Cash		-		-		4,400,000			4,400			1,083,100			-			-			1,087,500
Services		-		-		5,352,667			5,353			3,622,176			-			-			3,627,529
Oil and gas properties		-		-		700,000			700			411,300			-			-			412,000
Conversion of convertible debentures and interest payable		-		-		806,135			806			200,728			-			-			201,534
Discount on convertible notes payable		-		-		-			-			1,240,213			-			-			1,240,213

Net loss		-		-		-			-			-			-			(4,472,041	)		(4,472,041	)

BALANCE, FEBRUARY 28, 2006		-		-		29,458,221			29,458			7,267,514			(736,035	)		(4,472,041	)		2,088,896

Issuance of common stock for:																					-
Cash		-		-		8,027,206			8,027			5,180,230			-			-			5,188,257
Services		-		-		1,270,000			1,270			2,606,430			-			-			2,607,700
Oil and gas properties		-		-		222,500			223			528,527			-			-			528,750
Conversion of convertible debentures		-		-		2,049,303			2,049			1,022,473			-			-			1,024,522

Purchase and cancellation of common stock:		-		-		(150,000	)		(150	)		(149,850	)								(150,000	)

Issuance of preferred stock for:
Cash		1,399,765		1,400		-			-			3,624,804			-			-			3,626,204
Discount on convertible notes payable		-		-		-			-			25,000			-			-			25,000
Extension warrants on convertible notes
payable		-		-		-			-			119,283			-			-			119,283
Discount on preferred stock		-		-		-			-			4,199,295			-			-			4,199,295
Deemed dividend on preferred stock		-		-		-			-			(4,199,295	)		-			-			(4,199,295	)

Net loss		-		-		-			-			-			-			(8,392,030	)		(8,392,030	)

BALANCE, FEBRUARY 28, 2007		1,399,765		1,400		40,877,230			40,877		$	20,224,411			(736,035	)		(12,864,071	)		6,666,582

Issuance of common stock for:																			-
Cash	-			-		3,062,000		3,062		728,754			-			-			731,816
Services	-			-		10,000		10		4,491			-			-			4,501
Conversion of convertible debentures	-			-		37,169		38		27,840			-			-			27,878
Extension warrants on convertible notes
payable	-			-		-		-		60,973			-			-			60,973
Conversion of preferred stock	(102,300	)		(102	)	306,900		307		(205	)		-			-			-

Issuance of goodwill warrants	-			-		-		-		934,521			-			-			934,521

Net loss	-			-		-		-		-			-			(5,200,694	)		(5,200,694	)

BALANCE, FEBRUARY 29, 2008	1,297,465			1,298		44,293,299		44,294	$	21,980,785			(736,035	)		(18,064,765	)	$	3,225,577

Issuance of common stock for:
Cash	-			-		60,000		60		14,640			-			-			14,700
Conversion of preferred stock	(237,000	)		(237	)	711,000		711		(474	)		-			-			-
Other						15,600		16		(16	)								-

Issuance of goodwill warrants	-			-		-		-		52,425			-			-			52,425
								-											-
Net loss	-			-		-		-					-			(130,497	)		(130,497	)

BALANCE, FEBRUARY 28, 2009	1,060,465		$	1,061		45,079,899	$	45,081	$	22,047,360		$	(736,035	)	$	(18,195,262	)	$	3,162,205

	Fiscal Year 2009		Fiscal Year 2008
Louisiana – Tuscaloosa	$	234,474	$	775,730
Texas – Saxet Deep Field		77,728		172,901
Total Revenues	$	312,202	$	948,631

							From
							Inception
							March 1, 2005
	Years Ended						Through
	February 28,			February 29,			February 28,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(130,497	)	$	(5,200,694	)	$	(18,195,262	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Common stock issued for services		-			4,500			6,239,729
Gain on sale of oil and gas properties		(4,060,820	)		-			(4,060,820	)
Depreciation, depletion and impairment expense		624,575			2,333,571			5,356,194
Exploration expense - dry wells		-			33,233			849,753
Bad debt expense		326,707			-			326,707
Non cash interest expense		-			164,873			1,470,051
Non cash interest and dividend income		(5,427	)		(28,108	)		(62,120	)
Non cash general and administrative expense		52,425			934,521			986,946
Changes in assets and liabilities:
Investment in marketable securities		155,445			2,200,768			-
Accounts receivable - oil and gas sales		(135,598	)		(254,371	)		(446,876	)
Accounts receivable - related party participants		-			41,357			-
Accounts receivable - joint interest participants		216,013			(202,450	)		(786,407	)
Prepaid expenses and other current assets		18,052			55,954			(2,448	)
Accounts payable and other accrued liabilities		147,466			(1,385,367	)		950,009
Other assets		-			-			(77,177	)
Net cash used in operating activities		(2,791,659	)		(1,302,213	)		(7,451,721	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of reclamation bond		(100,000	)		(250,000	)		(375,000	)
Additions to note receivable		-			-			(800,000	)
Additions to oil and gas properties		(716,646	)		(2,036,888	)		(9,632,390	)
Purchase of fixed assets		-			(8,930	)		(31,841	)
Proceeds from sale of oil and gas properties		5,812,500			2,000,000			7,812,500
Proceeds from note receivable		-			800,000			800,000
Additions to oil and gas prepayments		4,782			72,392			77,174
Net cash provided by (used) in investing activities		5,000,636			576,574			(2,149,557	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of preferred stock, net		-			-			3,626,204
Proceeds from sales of common stock, net		14,700			731,816			7,022,273
Proceeds from related party notes payable		-			-			200,000
Proceeds (repayments) from borrowings		-			(325,001	)		1,035,520
Net cash provided by financing activities		14,700			406,815			11,883,997

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,223,677			(318,824	)		2,282,719

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		59,133			377,957			91

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,282,810		$	59,133		$	2,282,810

CASH PAID FOR:
Interest	$	2,577	$	41,327	$	57,673
Income taxes
						-
SUPPLEMENTAL CASH FLOW INFORMATION:
Common stock issued for services	$	-	$	4,501	$	6,239,729
Common stock issued for oil and gas properties		-		-		940,750
Common stock repurchased and cancelled		-		-		(150,000	)
Common stock issued on conversion of convertible debentures
and interest		-		27,878		1,253,934
Discount on convertible notes payable		-		60,973		1,326,186
Extension warrants on convertible notes payable		-		-		119,283
Conversion of preferred stock to common stock	$	711	$	307	$	1,018

	February 28, 2009			February 29, 2008
Proved leasehold costs	$	299,571		$	299,571
Unproved leasehold costs		104,700			104,700
Costs of wells and development		1,881,463			1,157,447
Capitalized asset retirement costs		13,880			10,518
Total cost of oil and gas properties		2,299,614			1,572,236
Accumulated depletion, depreciation, amortization and impairment		(1,943,334	)		(1,421,037	)
Oil and gas properties, net	$	356,280		$	151,199


Asset retirement obligations, beginning of period	$	119,207
Accretion expense		2,739
Asset retirement additions		3,368
Asset retirement eliminations due to sale of assets		(105,303)
Asset retirement obligations, end of period	$	20,011

	2009			2008			From Inception through February 28, 2009
Oil and gas sales revenues – Tuscaloosa Project	$	234,474		$	775,730		$	1,484,762
Cost and Expenses		(115,092	)		(1,143,653	)		(3,420,252	)
Income (loss) from discontinued operations	$	119,382		$	(367,923	)	$	(1,935,490	)

	2009			2008
Beginning balance at March 1 of fiscal year	$	896,067		$	1,223,177
Total exploration well additions		-			517,316
Sales of exploratory wells		(896,067	)		(844,426	)
Ending balance at February 28 of fiscal year	$	-		$	896,067


Fiscal Period	Shareholders at Period End		Accumulated Dividends
Year Ended February 28, 2007		100	$	153,966
Year Ended February 29, 2008		90		237,752
Year Ended February 28, 2009		78		208,212
Total Accumulated Dividends			$	599,930

Description	Shares		Relative Fair Value
Series A Convertible Preferred		1,399,765	$	2,710,073
Common Stock Purchase Warrants		2,799,530		1,489,222
Total Proceeds				4,199,295
Offering Costs				(573,091	)
Net Proceeds			$	3,626,204

			Exercise		Remaining		Exercisable Warrants
Description	Warrants		Price		Life (Years)		Remaining
Spring 2006 Common Stock Private Placement		4,013,602	$	2.00		2.25		4,013,602
Placement Agent Warrants - Spring 2006 PP		802,721	$	0.75		4.25		802,721
Placement Agent Warrants - Spring 2006 PP		401,361	$	2.00		4.25		401,361
July 2006 Preferred Stock Private Placement (PP)		2,799,530	$	2.00		2.50		2,799,530
Placement Agent Warrants - July 2006 PP		419,930	$	1.00		4.50		419,930
Convertible Debenture Term Extension		150,001	$	2.00		2.75		150,001
Convertible Debenture 2 nd Term Extension		112,000	$	0.53		0.50		112,000
Convertible Debenture 3 rd Term Extension		90,000	$	0.25		0.75		90,000
Spring 2006 PP - Goodwill Warrants		3,227,934	$	0.65		1.00		3,227,934
July 2006 PP - Goodwill Warrants		1,250,264	$	0.65		1.00		1,250,264
Placement Agent Warrants - January 2008 PP		39,550	$	0.25		2.00		39,550
		13,306,893						13,306,893

	2009
Computed at U.S. and State statutory rates (40%)	$	(52,196	)
Permanent differences		25,731
Changes in valuation allowance		26,465
Total	$	-

Deferred tax assets:	2009			2008
Net operating loss carryforwards	$	4,130,040		$	2,574,000
Oil and gas properties		216,245			1,745,820
Less valuation allowance		(4,346,285	)		(4,319,820	)
Total	$	-		$	-

	As of
	February 28, 2009			February 29, 2008
Proved properties
Mineral interests	$	299,571		$	1,855,994
Wells, equipment and facilities		1,895,343			3,207,055
Total proved properties		2,194,914			5,063,049

Unproved properties
Mineral interests		104,700			415,357
Uncompleted wells, equipment and facilities		-			896,067
Total unproved properties		104,700			1,311,424

Less accumulated depreciation, depletion, amortization and impairment		(1,943,334	)		(4,570,481	)
Net Capitalized Costs	$	356,280		$	1,803,992

	Twelve Months Ended
	February 28, 2009		February 29, 2008
Acquisition of proved properties	$	2,839	$	119,235
Acquisition of unproved properties		-		7,043
Development costs		468,701		921,334
Exploration costs		1, 322,852		1,264,784
Total Costs Incurred	$	1,794,392	$	2,312,396

	Oil (Bbl)			Gas (Mcf)**			BOE
Proved reserves:
February 28, 2007		29,425			211,800			64,725
Revisions (1)		(15,775	)		(104,264	)		(33,152	)
Extensions and discoveries		9,776			18,148			12,801
Production		(6,792	)		(49,584	)		(15,056	)
Purchases (sales) of minerals-in-place		(3,522	)		(10,600	)		(5,289	)
February 29, 2008		13,112			65,500			24,029
Revisions (2)		(68	)		(31,257	)		(5,278	)
Extensions and discoveries		17,250			-			17,250
Production		(4,119	)		(27,220	)		(8,656	)
Purchases (sales) of minerals-in-place		(8,925	)		(7,023	)		(10,095	)
February 28, 2009		17,250			-			17,250

	Average Price
Year Ended	Oil (Bbl)		Gas (Mcf)**
February 28, 2009	$	35.40	$	-
February 29, 2008		56.13		3.00
February 28, 2007		63.31		3.33

	DAYBREAK OIL AND GAS, INC.

	By:	/s/ JAMES F. WESTMORELAND
		James F. Westmoreland, its
		President, Chief Executive Officer and interim principal finance and accounting officer
		Date: May 27, 2009


By:	/s/ JAMES F. WESTMORELAND	By:	/s/ DALE B. LAVIGNE
	James F. Westmoreland		Dale B. Lavigne
	Director/ President and Chief Executive Officer		Director / Chairman
	Date: May 27, 2009		Date: May 27, 2009

By:	/s/ TIMOTHY R. LINDSEY	By:	/s/ WAYNE G. DOTSON
	Timothy R. Lindsey		Wayne G. Dotson
	Director		Director
	Date: May 27, 2009		Date: May 27, 2009

By:	/s/ RONALD D. LAVIGNE	By:	/s/ JAMES F. MEARA
	Ronald D. Lavigne		James F. Meara
	Director		Director
	Date: May 27, 2009		Date: May 27, 2009

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	- as tenants in common	UNIF GIFT MIN ACT	Custodian
			(Cust)	(Minor)
TEN ENT	- as tenants by the entireties		under Uniform Gifts to Minors Act
				(State)
JT TEN	- as joint tenants with right of survivorship and not as tenants in common	UNIF TRF MIN ACT	Custodian (until age )
			(Cust)	(Minor)
			under Uniform Transfers to Minors Act
				(State)

	Additional abbreviations may also be used though not in the above list.

	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, ____________________________hereby sell, assign and transfer unto