OCTAGON 88 RESOURCES, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - OCTAGON 88 RESOURCES, INC.	Financial_Report.xls
EX-32.1 - CERTIFICATION - OCTAGON 88 RESOURCES, INC.	ex321.htm
EX-31.2 - CERTIFICATION - OCTAGON 88 RESOURCES, INC.	ex312.htm
EX-31.1 - CERTIFICATION - OCTAGON 88 RESOURCES, INC.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended December 31, 2011

[ ] 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.)

Stolzestrasse 23, Zurich, Switzerland	8006
(Address of principal executive offices)	(Zip Code)

011-41-79-935-5253
(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.

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 February 15, 2012

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

Octagon 88 Resources, Inc.

TABLE OF CONTENTS

		Page
	PART I – Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

	PART II – Other Information
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	(Removed and Reserved)	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
	Signatures	8

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the six month period ended December 31, 2011, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2012. For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2011.

	Page
Unaudited Financial Statements
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Notes to Unaudited Financial Statements	F-5 to F-9

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

(Stated in US Dollars)

(UNAUDITED)

F-1

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

Condensed Balance Sheets


	December 31,			June 30,
	2011			2011
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	422		$	524
Total current assets		422			524

Total assets	$	422		$	524


LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	11,435		$	3,862
Accounts payable – related parties		17,496			2,496
Total current liabilities		28,931			6,358


STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value, 400,000,000 authorized, 39,142,000 and 39,142,000 shares issued and outstanding as at December 31, 2011 and June 30, 2011 respectively		3,914			3,914
Capital in excess of par value		100,346			100,346
(Deficit) accumulated during the development stage		(132,769	)		(110,094	)
Total stockholders' deficit		(28,509	)		(5,834	)
Total liabilities and stockholders' deficit	$	422		$	524

See accompanying notes.

F-2

OCTAGON 88 RESOURCES, INC.
(An Exploration Stage Enterprise)
Condensed Statements of Operations
(Unaudited)
	Three Months						Six Months						Cumulative From Inception
	Ended						Ended						June 9, 2008,
	December 31,						December 31,						Through
	2011			2010			2011			2010			December 31, 2011

Revenues	$	-		$	-		$	-		$	-		$	-

General and administrative expenses:
Services contributed by officers		-			-			-			-			13,200
Professional fees		18,102			14,511			21,769			21,130			93,945
Loss on undeveloped , unproven properties		-			-			-			-			15,000
Other general and administrative expenses		285			1,099			906			1,845			10,624
Total operating expenses		18,387			15,610			22,675			22,975			132,769
(Loss) from operations		(18,387	)		(15,610	)		(22,675	)		(22,975	)		(132,769	)

Other income (expense):		-			-			-			-			-
(Loss) before taxes		(18,387	)		(15,610	)		(22,675	)		(22,975	)		(132,769	)

Provision (credit) for taxes on income:		-			-			-			-			-
Net (loss)	$	(18,387	)	$	(15,610	)	$	(22,675	)	$	(22,975	)	$	(132,769	)


Basic earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		39,142,000			39,142,000			39,142,000			38,951,783

See accompanying notes.

F-3

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended December 31, 2011			Six months ended December 31, 2010			Cumulative, From Inception, June 9, 2008 Through December 31, 2011

Cash flows from operating activities:
Net (loss)	$	(22,675	)	$	(2,2975	)	$	(132,769	)
Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:
Services contributed by officers		-			-			13,200
Loss on undeveloped, unproven properties		-			-			15,000
Changes in current assets and liabilities:
Prepaid expenses		-			-			-
Accounts payable, trade		7,573			(5,008	)		11,435
Accounts payable, related parties		15,000			-			17,496
Net cash used in operating activities		(102	)		(27,983	)		(75,638	)

Cash flows from investing activities:
Acquisition of undeveloped, unproved properties		-			-			(15,000	)
Net cash flows from investing activities		-			-			(15,000	)

Cash flows from financing activities:
Proceeds from sale of common stock		-			25,000			106,060
Less, Applicable offering costs		-			-			(15,000	)
Net cash flows from financing activities		-			25,000			91,060

Net cash flows		(102	)		(2,983	)		422

Cash and equivalent, beginning of period		524			8,927			-
Cash and equivalent, end of period	$	422		$	5,944		$	483

Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

See accompanying notes.

F-4

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of our organization and significant accounting policies:

Organization and nature of business – Octagon 88 Resources, Inc. (identified in these footnotes as “we” or “the Company”) is a Nevada corporation incorporated on June 9, 2008. We are currently based in Zurich, Switzerland. We intend to source oil and gas properties predominantly in the U.S. and Canada. We use June 30 as a fiscal year end for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets. We currently do not hold any exploration-related assets, having let our agreement with our oil and gas leases expire. We are reviewing various oil and gas assets for acquisition.

To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We filed a Form S-1 with the U.S. Securities and Exchange Commission, which became effective on September 24, 2008. We also applied for a listing on the OTC Bulletin Board; our application was approved in July, 2009. We do not currently have any oil and gas properties and we have limited capital. We anticipate incurring operating losses as we implement our business plan.

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.

Level 3:

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

F-5

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

Note 1 - Organization and summary of significant accounting policies: (continued)

Oil and gas properties – We use the successful efforts method of accounting for oil and gas properties. Under that method:

Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are charged to expense when incurred since they do not result in the acquisition of assets.

Costs incurred to drill exploratory wells and exploratory-type stratigraphic test wells that do not find proved reserves are charged to expense when it is determined that the wells have not found proved reserves.

Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory well, and successful exploratory-type stratigraphic wells are capitalized.

Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.

Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.

Other long-lived assets – Property and equipment are stated at cost less accumulated depreciation computed principally using accelerated methods over the estimated useful lives of the assets. Repairs are charged to expense as incurred. Impairment of long-lived assets is recognized when the fair value of a long-lived asset is less than its carrying value. No impairments of long-lived assets occurred during the years ended June 30, 2011 and 2010.

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Codification regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded.

Net income per share of common stock – We have adopted applicable FASB Codification regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. At December 31, 2011 and 2010, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Reclassification - For the six month periods ended December 31, 2011 and December 31, 2010, certain items in fiscal year 2011 and cumulative from inception were reclassified to conform to the 2011 presentation.

F-6

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

Note 2 – Going concern:

At December 31, 2011, we were not currently engaged in an operating business and expect to incur exploration stage operating losses until operations commence, and for a period of time thereafter. We intend to rely on our officers and directors to perform essential functions without compensation until a business operation can be commenced. We allowed our oil and gas assets to lapse without any exploration activities being undertaken. We are currently seeking other acquisitions of oil and gas assets. Further, we are currently working on raising capital to fund operations and for acquisitions. There is no assurance that such efforts will succeed and we will raise any funds or that we will be able to acquire any assets of merit.

From inception through December 31, 2011, we had incurred net losses of approximately $132,769, of which approximately $119,000 represented actual cash losses. At December 31, 2011, we had cash of $422.

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our financial statements for the fiscal years ended June 30, 2011 and 2010, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

Note 3 – Oil and gas properties:

On June 10, 2008, we executed a Farm-in Letter Agreement with Unitech Energy Resources, Inc. (“Unitech”), of Calgary, Alberta, Canada. Under the agreement, we acquired a 50% working interest in Alberta, Canada Petroleum and Natural Gas Agreement Number 050606526, (the “Lease”) held by Unitech. The Farm-in Letter Agreement required that we pay 100% of all costs associated with drilling, re-completing, and testing, and thereafter both Parties would pay their respective 50% share of any go-forward costs.

During 2008, we paid Unitech $15,000 for our 50% working interest in the Lease, which amount was recorded on our balance sheet as Undeveloped, Unproven property.

During September 2008, we amended the Farm-in Letter Agreement to require that we meet a minimum spending requirement of $30,000 on or before June 14, 2010 in order to maintain its 50% ownership interest in the lease. During June, 2010 the lease lapsed due to failure of the Company to expend the required exploration expenses. All associated costs in the amount of $15,000 recorded on the asset as undeveloped, unproven property were written off. Management is currently reviewing other properties which they feel have merit and expect to acquire properties before the end of 2012.

F-7

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

Note 4 - Federal income tax:

We follow applicable FASB Codification regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

	Six months ended December 31, 2011			Year Ended June 30, 2011
Refundable Federal income tax attributable to:
Current operations	$	(7,710	)	$	(11,200	)
Nondeductible expenses		-			-
Change in deferred tax valuation allowance		7,710			11,200
Net refundable amount	$	-		$	-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	Six months ended December 31, 2011			Year Ended June 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	40,595		$	32,880
Less, Valuation allowance		(40,595	)		(32,880	)
Net deferred tax asset		-			-

At December 31, 2011, we had an unused net operating loss carryover approximating $119,000 that is available to offset future taxable income; it expires beginning in 2031.

Note 5– Related party transactions:

At December 31, 2011, we owed Kenmore International S.A., the shareholder of 888333333 Holdings Ltd. (the Company’s controlling stockholder), the amount of $17,496 for legal and professional fees paid on our behalf.

F-8

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2011

(Unaudited)

Note 6 – Issuance of shares:

On September 8, 2010, the Company sold a total of 500,000 shares of its common stock for cash consideration of $0.05 per share with no commission paid for total proceeds of $25,000. As of December 31, 2011, the Company had issued shares of its $0.0001 par value common stock as follows:

Date	Description	Shares		Share		Amount
06/09/08	Shares sold for cash		32,042,000	$	0.00047	$	15,060
09/29/08	Shares sold for cash		1,000,000	$	0.01000		10,000
10/03/08	Shares sold for cash		1,800,000	$	0.01000		18,000
10/09/08	Shares sold for cash		2,000,000	$	0.01000		20,000
10/09/08	Shares sold for cash		1,800,000	$	0.01000		18,000
09/08/10	Shares sold for Cash		500,000	$	0.05000		25,000
12/31/2011	Cumulative Totals		39,142,000			$	106,060

Note 7 - New accounting pronouncements:

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may cause a material impact on our financial condition, or the results of our operations

Note 8 - Subsequent events:

We have evaluated subsequent events through February 15, 2012. Other than those set out above, there have been no subsequent events after December 31, 2011 for which disclosure is required.

F-9

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions; demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law and including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America. The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, 2011, along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Octagon 88 Resources, Inc.

Liquidity

As of December 31, 2011, our cash balance was $422 and our liabilities totaled $28,931 as compared to cash of $524 and liabilities of $6,358 as at our fiscal year end, June 30, 2011. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and our ability to achieve and maintain profitable operations. Initially, we will not have any cash flow from operating activities as we are in the development stage. There can be no assurances that we will raise any funds by offering our securities. There are no assurances that we will be able to obtain required funds for our continued operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

Capital Resources

As of December 31, 2011, we had total assets of $422 comprised solely of cash in the amount of $422 as compared to cash consisting of $524 on June 30, 2011. As of December 31, 2011, our total liabilities increased to $28,931 from $6,358 as of June 30, 2011 due to an increase in loans received from related parties from $2,496 as at June 30, 2011 to $17,496 as at December 31, 2011 and an increase in accounts payable from $3,862 as at June 30, 2011 to $11,435 as at December 31, 2011. All of these increases are related to legal, accounting and professional fees for maintenance of the Company’s reporting status. We have not generated revenue since the date of inception. We believe that we will require minimum capital of $50,000 just to meet our filing and compliance requirements with the Securities and Exchange Commission for the next twelve months.

We do not presently have sufficient working capital to satisfy our cash requirements for the next twelve months of operations. We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees. We are seeking acquisitions and cannot at this time estimate how much capital may be required to execute any acquisitions. We do not currently have any cash with which to fund any acquisition activities.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further short and long-term financing, achieving success in any future exploration and/or development efforts and ultimately having a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, 2011.

During the three and six month periods ended December 31, 2011 and December 31, 2010, we earned no revenues from operations.

Comparison of three month periods ended December 31, 2011 and December 31, 2010

For the three month periods ended December 31, 2011 and December 31, 2010, we incurred a net loss of $18,387 and $15,610, respectively. This increase for the period ended December 31, 2011 is primarily attributed to increased costs in professional fees to $18,102 (2011) from $14,511 (2010) due to increased filing fees related to SEC filings as offset by a decrease in general and administrative expenses from $1,099 (2010) to $285 (2011).

Comparison of three month periods ended December 31, 2011 and December 31, 2010

For the six month periods ended December 31, 2011 and December 31, 2010, we incurred a net loss of $22,675 and $22,975, respectively. There were no substantive changes in any expenses for the six month periods to report.

Period from inception June 9, 2008 to December 31, 2011

Our revenues since inception to date have been $nil. Since inception, we have an accumulated deficit during the exploration stage of $132,769. We expect to continue to incur losses while we maintain our reporting status with the SEC and continue to source a project of merit for the Company..

Basic and diluted losses per share for the three month periods ended December 31, 2011 and December 31, 2010 were ($0.00) respectively.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Principal Executive

Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Number	Description
3.1	Articles of Incorporation	Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
3.2	Bylaws	Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
10.1	Farm-In Agreement dated June 10, 2008, and addendum thereto dated Septembe r 15, 2008, between Unitech Energy Resources Inc. and the Company	Incorporated by reference to the Exhibits attached to the Company's Form S-1 filed with the SEC on September 18, 2008
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema	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.

Date:	February 16 , 2012	By:	/s/ Philip Thomann
		Name:	Philip Thomann
		Title:	President, Chief Executive Officer (Principal Executive Officer), Principal Accounting Officer and Director

Attached files

OCTAGON 88 RESOURCES, INC. Reports

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