Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| |
| For the quarterly period ended March 31, 2011 |
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from __________ to __________ |
000-53560 | |
Commission File Number | |
| |
Octagon 88 Resources, Inc. | |
(Exact name of registrant as specified in its charter) | |
| |
Nevada | 26-2793743 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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348 14th Street NW, Calgary, Alberta | T2N 1Z7 |
(Address of principal executive offices) | (Zip Code) |
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(403) 686-1000 | |
(Registrants 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.
| Yes [X] 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.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
| | | |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
(Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes [ X ] No [ ] |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
| Yes [ ] No [ ] |
APPLICABLE ONLY TO CORPORATE ISSUERS
39,142,000 common shares outstanding as of April 26, 2011. |
(Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.) |
This Amendment No. 1 on Form 10-Q/A amends the Companys Quarterly Report on Form 10-Q for the nine month period ended March 31, 2011, filed with the Securities and Exchange Commission (SEC) on May 27, 2011 (the Original Filing). The error in the Original Filing was due to the registrant inadvertently had not provided the filing agent with the Exhibit 32.2 Section 906 Certification Principal Financial Officer and Principal Accounting Officer. The registrant was advised of this error by the Financial Industry Regulatory Authority (FINRA). The registrants Principal Executive Officer and Principal Financial Officer concluded that the registrants disclosure be amended to ensure that information as required to be disclosed in the reports filed is accurate and has requested the filing agent to file this amendment to correct the filing.
The registrant is also re-filing Exhibit 31.1, Section 302 Certification Principal Executive Officer and Exhibit 31.2, Section 302 Certification Principal Financial Officer, required by the filing of the Amendment. As permitted by, and in accordance with Staff guidance, because the registrant is not including financial statements in this Amendment, paragraph 3 of each of these certifications has been removed.
There have been no changes from the original Form 10-Q other than as described above. This Amendment No. 1 does not reflect events occurring after the original filing of the Form 10-Q, or modify or update in any way disclosures made in the Form 10-Q.
Item 6. Exhibits
Number | Description | |
31.1 | Section 302 Certification - Principal Executive Officer | Filed herewith |
31.2 | Section 302 Certification - Principal Financial Officer | Filed herewith |
32.2 | Section 906 Certification Principal Financial Officer and Principal Accounting Officer | 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.
| | Octagon 88 Resources, Inc. |
| | (Registrant) |
| | |
June 2, 2011 | | /s/ Donald W. Hryhor |
Date | | Name: Donald W. Hryhor |
| | Title: Principal Executive Officer and Principal Financial Officer |