Sec Form 4 Filing - HOOPER KEITH @ DAYBREAK OIL & GAS INC - 2006-05-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOOPER KEITH 2. Issuer Name and Ticker or Trading Symbol DAYBREAK OIL & GAS INC [ DBRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1529 WEST ADAMS STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2006 (Street) CHICAGO, IL60607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/22/2006 J 670,000 D $ 0 ( 1 ) 673,194 I ( 1 ) See Note ( 1 ) Common Stock 05/22/2006 J 164,217 A $ 0 ( 1 ) 673,194 I See Note ( 2 ) Common Stock 05/22/2006 J 86,430 A $ 0 ( 1 ) 1,678,430 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Notes $ 0.5 05/22/2006 J 0 ( 1 ) 01/30/2006 01/30/2007 Common Stock 400,000 $ 0 ( 1 ) 0 ( 1 ) I See Note ( 3 ) Convertible Notes $ 0.5 05/22/2006 J 0 ( 1 ) 01/30/2006 01/30/2007 Common Stock 51,900 $ 0 ( 1 ) 103,800 ( 1 ) D Convertible Notes $ 0.5 05/22/2006 J 0 ( 1 ) 01/30/2006 01/30/2007 Common Stock 98,040 $ 0 ( 1 ) 196,080 I See Note ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOOPER KEITH 1529 WEST ADAMS STREET CHICAGO, IL60607 X Signatures /s/ Keith Hooper 05/24/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 5/22/2006, Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder, transferred 670,000 shares of Daybreak's common stock and Convertible Notes that are convertible into approximately 400,000 shares of Daybreak common stock (plus additional shares issuable upon conversion of accrued interest) to the shareholders of Hooper Group, Inc. as a dividend. As a result of the dividend, Keith Hooper acquired direct beneficial ownership of 86,430 shares and indirect beneficial ownership of 164,217 shares, and he acquired direct beneficial ownership of Convertible Notes convertible into approximately 51,900 shares and indirect beneficial ownership of Convertible Notes convertible into approximately 98,040 shares (in each case, plus additional shares issuable upon conversion of accrued interest). ( 2 )Includes 57,200 shares owned by Keith Hooper Profit Sharing Trust; 164,217 shares held by a trust for the benefit of Keith Hooper; 199,777 shares held f/b/o children of Keith Hooper; 236,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through an IRA; and 9,900 shares held by the spouse of Keith Hooper. ( 3 )Owned by Hooper Group, Inc. a corporation of which Keith Hooper is a shareholder. ( 4 )Owned by a trust for the benefit of Keith Hooper.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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