UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Commission File Number: 000-50107 

DAYBREAK OIL AND GAS, INC.

(Exact name of registrant as specified in its charter)

(509) 232-7674

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ  Yes ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                        Yes ¨        No¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þNo  

At October 14, 2011 the registrant had 48,787,769 outstanding shares of $0.001 par value common stock.

EXPLANATORY NOTE

Daybreak Oil and Gas, Inc. is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended August 31, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on October 14, 2011 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

This Amendment speaks as of the Original Filing Date, does not reflect events occurring subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.  No other changes have been made to the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6.  EXHIBITS

The following Exhibits are filed as part of the report:

Exhibit

Number  Description

10.1⁽¹⁾     Promissory Note, dated June 20, 2011, by and between Daybreak Oil and Gas, Inc. and James F. Westmoreland.

31.1⁽¹⁾     Certification of principal executive and principal financial officer as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1⁽¹⁾     Certification of principal executive and principal financial officer as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101⁽²⁾        Interactive Data Files

               101.INS – Instance Document

               101.SCH – Schema Linkbase Document

               101.CAL – Calculations Linkbase Document

               101.DEF – Definition Linkbase Document

               101.LAB – Label Linkbase Document

               101.PRE – Presentation Linkbase Document

(1)     Previously filed as exhibit for Form 10-Q on October 14, 2011, and incorporated by reference herein. 

(2)     Filed herewith.

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, thereunto duly authorized.

                                                                                                                         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

                                                                                                                                   (Principal Executive Officer, Principal Financial
                                                                                                                                   Officer and Principal Accounting Officer)

                                                                                                                Date:  October 27, 2011