UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





(Mark One)[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended  June 30, 2011[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________





000-53560Commission File NumberOCTAGON 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)





Securities registered pursuant to Section 12(b) of the Exchange Act:Title of each class
Name of each exchange on which registeredn/a
n/a





Securities registered pursuant to Section 12(g) of the Exchange Act:Title of  classCommon Stock





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes
[   ]
No
[X]





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.





Yes
[   ]
No
[X]





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
[   ]


1


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.





Yes
[   ]
No
[X]





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
[  ]





The aggregate market value of voting common stock held by non-affiliates of the registrant was approximately $726,000 as of December 31, 2010 (the last business day of the registrant’s most recently completed second quarter), calculated as of the high closing bid price of $0.11, assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PAST 5 YEARS:





Indicate by check mark whether the issuer has 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 REGISTRANTS





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





39,142,000 common shares outstanding as of October 13, 2011





DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.





None


2


TABLE OF CONTENTS





PagePART IItem 1
Business
4Item 1A
Risk Factors
8Item 1B
Unresolved Staff Comments
8Item 2
Properties
8Item 3
Legal Proceedings
8Item 4
(Removed and Reserved)
8PART IIItem 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9Item 6
Selected Financial Data
10Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10Item 7A
Quantitative and Qualitative Disclosures About Market Risk
11Item 8
Financial Statements and Supplementary Data
11Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
12Item 9A(T)
Controls and Procedures
12Item 9B
Other Information
13PART IIIItem 10
Directors, Executive Officers and Corporate Governance
14Item 11
Executive Compensation
16Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
17Item 13
Certain Relationships and Related Transactions, and Director Independence
18Item 14
Principal Accounting Fees and Services
19PART IVItem 15
Exhibits, Financial Statement Schedules
20SIGNATURES
21


3


PART I





Item 1.                      Business





The statements contained in this Annual Report on Form 10-K for the fiscal year ended June 30, 2011, that are not purely historical statements are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding the Company's expectations, beliefs, hopes, intentions or strategies regarding the future.  These forward-looking statements involve risks and uncertainties.  Our actual results may differ from those indicated in the forward-looking statements.  Please see "Forward-Looking Statements" under Item 7 of this Annual Report and the factors and risks discussed in other reports filed from time to time with the Securities and Exchange Commission.





Corporate Overview





Octagon 88 Resources, Inc. (the “Company”, “we”, “us”, “our” or “Octagon”) was incorporated on June 9, 2008, in the State of Nevada.  We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings.  Since becoming incorporated, we have not made any significant purchase or sale of assets, except for the acquisition of the right to earn a 50% working interest in an oil and gas prospect, which as of the time of this filing is no longer held by the Company as it was allowed to lapse. We have not been involved in any mergers, acquisitions or consolidations, other than those disclosed herein.





Our Current Business





We are a natural resource exploration company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.  We commenced our business operations by acquiring the right to earn a 50% working interest in an Alberta, Canada petroleum and natural gas lease (“Farm-In Agreement”) by the payment of $15,000, with $5,000 being paid upon execution of the Farm-In Agreement and the remaining $10,000 being paid upon the Company completing its registration statement described below.  Our planned work program was to carry out exploration work on this lease in order to ascertain whether it possessed hydrocarbon reserves in commercial quantities, from funds raised under our stock offering.  The exploration program was intended to definitively delineate the aerial extent of the anomalies. We filed a Form S-1 with the U.S. Securities and Exchange Commission, which became effective on September 24, 2008.  Between September 29, 2008 and October 9, 2008, we sold 6,600,000 shares of common stock at $0.01 per share for cash, for total gross proceeds of $66,000.





The Farm-In Agreement, as amended by the parties on September 15, 2008, further required that the Company 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.  The then current management of the Company reviewed the Farm-In Agreement, current natural gas prices, and other available information on the lease, and determined that it did not merit the $30,000 required expenditure.  The Company allowed the Farm-In Agreement to lapse and therefore does not currently hold any oil and gas properties or other significant assets.   The Company is currently a shell and is seeking acquisitions of merit.  We intend at this time to continue to seek acquisitions in the oil and gas industry however, we may seek acquisitions in other industries.  Our criteria for oil and gas acquisitions is listed below.





We continue to seek acquisitions of properties where management believes further exploitation and development opportunities exist.  We plan to pursue both oil and natural gas prospects. In selecting exploration, exploitation and development prospects, our management will choose those that offer an appropriate combination of risk and economic reward, recognizing that all drilling involves substantial risk and that a high degree of competition exists for prospects.  No assurance can be given that and properties or interests in properties that we acquire in the future will prove successful in establishing commercially recoverable reserves.  The Company reviewed  a number of potential acquisitions during 2010 but did not identify any suitable properties.





On September 9, 2010, the Company raised $25,000 in a private placement with the sale of 500,000 shares at $0.05 per share. These funds were raised for general working capital.


4





During April and May, 2011, there was a dispute between Mr. Hryhor, our then Chief Executive Officer, and Kenmore International S.A., the then controlling shareholder of 888333333 Holdings Ltd. (“888 Holdings”); which is the major shareholder of the Company. On May 27, 2011 Mr. Hryhor reported that on May 26, 2011,  Ms. Jacqueline Danforth was removed as a Director of the Company by Consent of the Stockholders in Lieu of Meeting allegedly executed by a majority of the stockholders and that Ms. Jacqueline Danforth was dismissed as Chief Financial Officer and Secretary Treasurer of the Company by a resolution in writing of the Board of the Corporation, making Mr. Hryhor the sole officer and director of the Company.   However,888 Holdings did not vote on this motion as it was not controlledor represented by Mr. Hryhor as prior reported and this action required the vote of the controlling shareholder.    On May 21, 2011, 888 Holdings and other stockholders holding 83.14% of the Company voted to remove Mr. Hryhor as Director of the Company and a definitive Schedule 14C was  mailed to the shareholders of record on or about June 21, 2011.  On June 22, 2011, legal counsel for the Company  filed the definitive Schedule 14C with the Securities and Exchange Commission, which was mailed to all shareholders of record as of May 21, 2011, and reported that on May 21, 2011, the majority shareholders holding 83.14% of the Company’s stock had voted to replace Mr. Donald Hryhor, with Mr. Philip Thomann and Ms. Jacqueline Danforth as Directors of the Company. Moreover, Mr. Thomann was named as the Company’s Chairman of the Board, Chief Executive Officer and President, Secretary and Treasurer.  As required under the rules and regulations of the Securities and Exchange Commission, the change to the Board of Directors appointing Ms. Danforth and Mr. Thomann took place 20 days after June 21, 2011 which was the mailing date of the Definitive 14C.





At present, we have no employees, and all required work in maintaining the Company’s operations and seeking out new properties is undertaken by the officers and directors of the Company.





Principal Products or Services and Their Markets:





Our principal products are intended to be petroleum and natural gas and any related saleable by-products.  Our initial market will be North America.  We currently do not have any oil and gas production or products.





Distribution Methods of the Products or Services:





Once we have oil and gas production, we will rely on the operator of our oil and gas wells to distribute any oil and gas and saleable by-products.  We do not know at this time whether we will be the operator of the oil and gas assets we may acquire.





Status of any Publicly Announced New Product or Service





None; not applicable.





Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition:





Currently our competition comes from other oil and gas companies that are acquiring oil and gas assets that we would contemplate acquiring due to its investment potential and capital expenditure.  The sources and availability of acquiring assets is contingent on our ability to finance opportunities as they become available.  Since our financial resources are severely limited at this time, we are at a distinct disadvantage when competing against companies with significant financing ability and significant asset backed financing.





Sources and Availability of Raw Materials and Names of Principal Suppliers





We presently do not have any active exploration or production and therefore no immediate requirement for suppliers.





Dependence on One or a Few Major Customers:





We presently do not have any production and therefore no customers.


5


Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration:





There are no inherent factors or circumstances associated with this industry that would give cause for any patent, trademark or license infringements or violations.  We have not entered into any franchise agreements or other contracts that have given, or could give rise to obligations or concessions.





Need for any Governmental Approval of Principal Products or Services





We do not currently have any production, however, our operator is required to have government approvals for all drilling and production activities undertaken in the respective jurisdictions where we may acquire assets and thus, we will be required to ensure that all approvals are granted and complied with.  Should we progress further in our development, we will become subject to all governmental approval requirements to which oil and gas producers are subject to.





Effects of Existing or Probable Governmental Regulations on the Business





In Canada, producers of oil negotiate sales contracts directly with oil purchasers, with the result that the market determines the price of oil.  The price depends in part on oil quality, prices of competing fuels, distance to market, the value of refined products and the supply/demand balance.  Oil exports may be made pursuant to export contracts with terms not exceeding 1 year in the case of light crude, and not exceeding 2 years in the case of heavy crude, provided that an order approving any such export has been obtained from the National Energy Board of Canada (“NEB”).  Any oil export to be made pursuant to a contract of longer duration (to a maximum of twenty-five (25) years) requires an exporter to obtain an export license from the NEB and the issuance of such a license requires the approval of the Governor in Council.





In Canada, the price of natural gas sold in interprovincial and international trade is determined by negotiation between buyers and sellers.  Natural gas exported from Canada is subject to regulation by the NEB and the Government of Canada.  Exporters are free to negotiate prices and other terms with purchasers, provided that the export contracts continue to meet certain criteria prescribed by the NEB and the Government of Canada.  Natural gas exports for a term of less than two years or for a term of 2 to 20 years (in quantities no greater than 30,000 m3/day) must be made pursuant to an NEB order.  Any natural gas export to be made pursuant to a contract of longer duration (to a maximum of 25 years) or of a larger quantity requires an exporter to obtain an export license from the NEB and the issuance of such a license requires the approval of the Governor in Council.





The Government of Alberta also regulates the volume of natural gas which may be removed from the province for consumption elsewhere based on such factors as reserve availability, transportation arrangements and market considerations.





The Government of Alberta regulates the royalty percent from Crown mineral leases for petroleum, natural gas and hydrocarbon by-products.





Smaller Reporting Company





We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.





Sarbanes/Oxley Act





We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.


6


Reports to Securities Holders





Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the our stockholders.





We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.





Research and Development Activities and Costs:





We have not incurred any research and development costs to date and we have no plans to undertake any research and development activities.





Costs and Effects of Compliance with Environmental Laws:





We do not presently have any oil and gas earned working interest rights, or other similar assets, when we do we will be subject to numerous federal, provincial and municipal laws and regulations relating to environmental protection from the time oil and gas projects commence until lease sites are abandoned, restored and reclaimed.  These laws and regulations govern, among other things, the amounts and types of substances and materials that may be released into the environment, the issuance of permits in connection with exploration, drilling and production activities, the release of emissions into the atmosphere, the discharge and disposition of generated waste materials, offshore oil and gas operations, the abandonment, reclamation and restoration of wells and facility sites and the remediation of contaminated sites.  In addition, these laws and regulations may impose substantial liabilities for the failure to comply with them or for any contamination resulting from the operations associated with our assets.  Laws and regulations protecting the environment have become more stringent in recent years, and may in certain circumstances impose “strict liability,” rendering a person liable for environmental damage without regard to negligence or fault on the part of such person.  Such laws and regulations may expose us to liability for the conduct of or conditions caused by others, or for our acts which were in compliance with all applicable laws at the time such acts were performed.  The application of these requirements or the adoption of new requirements could have a material adverse effect on our financial position and results of operations.





We take the issue of environmental stewardship very seriously and will work diligently with our operators to insure compliance with applicable environmental and safety rules and regulations.  However, because environmental laws and regulations are becoming increasingly more stringent, there can be no assurances that such laws and regulations or any environmental law or regulation enacted in the future will not have a material effect on our operations or financial condition.





Employees:





We presently have no employees.  We intend to hire consultants as required and rely on present management, being the directors and officers, to direct our business.  As we grow through acquisitions we will require employees with significant expertise in the oil and gas industry who will manage our operations and we may require accounting and administrative staff to manage revenues and expenditures, outside of the consultants we currently engage to undertake this work.  We intend to hire these employees as we raise capital and complete acquisitions requiring these employees.  Should we find an oil and gas property or properties of merit which would require an operator and we determine to undertake the role of operator, we would need to hire additional staff for operations.


7


Additional Information





Any person may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. All of the reports or registration statements that we have previously filed electronically with the SEC may be found on the SEC’s Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.





Item 1A.        Risk Factors





The Company is a smaller reporting company and is not required to provide this information.





Item 1B.        Unresolved Staff Comments





None.





Item 2.           Properties





Corporate Offices





Our corporate offices are at the address of our President, Stolzestrasse 23, Zurich, Switzerland, 8006.  Our telephone number is 011 41 79 935-5253.  We do not currently have a website or any e-mail address.  Offices are provided free of charge.





At present, we do not have or have an interest in any properties.  Management intends to acquire new properties or interests in properties in the oil and gas sector.





Item 3.            Legal Proceedings





The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-K.





Item 4.           (Removed and Reserved)


8


PART II





Item 5.           Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities





Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters





Market Information





The Company's common stock is quoted on the Over-the-Counter Bulletin Board (OTC/BB) under the symbol “OCTX”.  The Company received approval for quotation on July 27, 2009. There is currently no active market for the Company’s stock. Following is a report of high and low closing bid prices for each quarterly period for the fiscal years ended June 30, 2011.





Year 2011
High ($)
Low ($)4th Quarter ended 6/30/2011
0.10
0.103rd Quarter ended 3/31/2011
0.10
0.102nd Quarter ended 12/31/2010
0.11
0.101st Quarter ended 9/30/2010
0.12
0.10








Year 2010
High ($)
Low ($)4th Quarter ended 6/30/2010
0.12
0.103rd Quarter ended 3/31/2010
0.10
0.102nd Quarter ended 12/31/2009
0.10
0.051st Quarter ended 9/30/2009 (First available was July 28, 2009)
0.05
0.05





This information as provided above for the fiscal years ended 2011 and 2010 was provided by OTC Markets.  The quotations provided herein may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.





Holders





As of September 27, 2011, there were fifty-five  (55) holders of record of our common stock (which number does not include the number of  stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).





Dividends





We have never declared or paid cash dividends on our common stock.  We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.





Securities Authorized for Issuance under Equity Compensation Plans





As of June 30, 2011, we had not adopted any equity compensation plans and have not granted any stock options.





Recent Sales of Unregistered Securities





There are no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.


9


Purchases of Equity Securities by the Issuer and Affiliated Purchases





During each month within the fourth quarter of the fiscal year ended June 30, 2011, neither we nor any “affiliated purchaser”, as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.





Item 6.                      Selected Financial Data





The Company is a smaller reporting company and is not required to provide this information.





Item 7.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations





Forward Looking Statements





This current 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.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance.  The reader should not place undue reliance on these statements, which speak only as of the date that they were made.  These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.  Except as required by applicable law, 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, later events or circumstances or to reflect the occurrence of unanticipated events.





In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.





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 accounting principles generally accepted in the United States of America ("GAAP").





Liquidity& Capital Resources





The Company does not have and has not had any revenues since inception and currently has no means of deriving revenues.   While the Company is seeking acquisitions it has not yet identified any potential acquisitions of merit.   Management anticipates that the Company will need a minimum of $50,000 to maintain its regulatory filing requirements and to allow management to seek potential acquisition or merger candidates.





At June 30, 2011, we had total current assets of $524, comprised solely of cash, as compared to $8,927 as at June 30, 2010.  The decrease in cash was as a result of routine maintenance of the Company throughout the fiscal year.  We expect to incur continuing costs in the forthcoming year for this routine maintenance and for sourcing potential acquisitions.   Our current liabilities were $6,358 as at June 30, 2011, compared to $6,552 in June 30, 2010.  Our current cash on hand is insufficient to address these liabilities.





We do expect to incur certain costs associated with the identification and acquisition of interests in new oil and/or gas properties.  At present, we are uncertain as to what these costs will be, as we have not yet entered into definitive negotiations for a property.





Subsequent to the period covered by this report, the Company received cash in the amount of $10,000 from a shareholder to fund completion of the audit and payment of outstanding fees.


10


These funds are not sufficient to retire all of the Company’s liabilities or to fund ongoing operations. We will be dependent on our majority shareholder or other potential investors to finance operations through additional stock purchases or loans.  Furthermore, we will certainly require additional funds in order to source any acquisitions.  There can be no assurance that we will be successful in identifying potential investors, and in securing these any investment on commercially reasonable terms.  Without further funding the Company will be unable to meet its obligations when they become due and certainly may not be able to continue to operate.





Results of operations:





During the year ended June 30, 2011, we incurred a loss of $33,209, compared to a loss of $45,483 for the year ended June 30, 2010.  The main difference in the loss during 2010 as compared to 2011 relates to a write off in the amount of $15,000 on the properties prior held by the Company.  General and administrative expenses decreased from $5,797 (2010) to $2,849 (2011) while professional fees increased from $21,986 (2010) to $30,360 (2011).  The majority of the costs in the current period were associated with routine operations and maintenance of the Company.





We had no revenues for either year.





We expect to continue to incur operating losses until such time as we can identify and close an acquisition and perhaps beyond then if the acquisition is not revenue producing.





Off Balance Sheet Arrangements





None.





Item 7A.                  Quantitative and Qualitative Disclosures about Market Risk





The Company is a smaller reporting company and is not required to provide this information.





Item 8.                      Financial Statements and Supplementary Data





All financial information required by this Item is attached hereto below beginning on page F-1.


11





OCTAGON 88 RESOURCES, INC.(An exploration stage enterprise)REPORT AND FINANCIAL STATEMENTSJune 30, 2010PageReport of Independent Registered Public Accounting Firm
F-2Balance Sheets
F-3Statements of Operations
F-4Statements of Stockholders' Equity
F-5Statements of Cash Flows
F-6Notes to Financial Statements
F-7 to F-11




F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors and Stockholders of Octagon 88 Resources, Inc.:





We have audited the accompanying balance sheets of Octagon 88 Resources, Inc. (“the Company”) as of June 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Octagon 88 Resources, Inc., as of June 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.





The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Borgers & Cutler CPAs PC


Borgers & Cutler CPAs PC


Denver, CO




October 13, 2011




F-2


OCTAGON 88 RESOURCES, INC.


(An Exploration stage Enterprise)


BALANCE SHEETS





June 30,

2011


June 30,

2010ASSETSCurrentCash

$
524


$
8,927Total assets

$
524


$
8,927LIABILITIESCurrentAccounts payable and accrued liabilities

$
3,862


$
6,552Accounts payable – related parties


2,496



-Total current liabilities:


6,358



6,552STOCKHOLDERS’ EQUITYCommon stock, $0.0001 par value, 400,000,000 authorized,39,142,000 and 38,642,000 shares ( June 30, 2011 and June 30,  2010) issued and outstanding respectively


3,914



3,864Additional Paid-in Capital


100,346



75,396(Deficit) accumulated during the development stage


(110,094
)


(76,885
)Total stockholders’ equity


(5,834
)


2,375Total liabilities and stockholders’ equity

$
524


$
8,927





The accompanying notes are an integral part of these financial statements


F-3


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


STATEMENTS OF OPERATIONS





Cumulative,Inception,Year Ended


Year Ended


June 9, 2008June 30,


June 30,


Through2011


2010


June 30, 2011Revenues

$
-


$
-


$
-General and administrative expenses:Services contributed by officers


-



2,700



13,200Professional fees


30,360



21,986



72,176Loss on undeveloped, unproven properties


-



15,000



15,000Other general and administrative expense


2,849



5,797



9,718Total operating expenses


33,209



45,483



110,094(Loss) from operations


(33,209
)


(45,483
)


(110,094
)Other income (expense)


-



-



-(Loss) before taxes


(33,209
)


(45,483
)


(110,094
)Provision (credit) for taxes on income:


-



-



-Net (loss)

$
(33,209
)

$
(45,483
)

$
(110,094
)Basic earnings (loss) per common share

$
(0.00
)

$
(0.00
)Weighted average number of shares outstanding


39,142,000



38,642,000





The accompanying notes are an integral part of these financial statements


F-4


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


STATEMENTS OF STOCKHOLDERS’ EQUITY





(Deficit)AccumulatedCommon Stock,


Additional


During the$.0001 Par Value


Paid-in


DevelopmentShares


Amount


Capital


Stage


TotalInception, June 9, 2008


-


$
-


$
-


$
-


$
-Shares issued for cash


32,042,000



3,204



11,856



-



15,060Net (loss)


-



-



-



(927
)


(927
)Balance, June 30, 2008


32,042,000



3,204



11,856



(927
)


14,133Shares issued for cash


6,600,000



660



65,340



-



66,000Less, Applicable expenses


-



-



(15,000
)


-



(15,000
)Services contributed by officers


-



-



10,500



-



10,500Net (loss)


-



-



-



(30,475
)


(30,475
)Balance, June 30, 2009


38,642,000



3,864



72,696



(31,402
)


45,158Services contributed by officers


-



-



2,700



-



2,700Net (loss)


-



-



-



(45,483
)


(45,483
)Balance, June 30, 2010


38,642,000


$
3,864


$
75,396


$
(76,885
)

$
2,375Share issued for cash


500,000



50



24,950



-



25,000Net (loss)


-



-



-



(33,209
)


(33,209
)Balance, June 30, 2011


39,142,000



3,914



100,346



(110,094
)


(5,834
)





The accompanying notes are an integral part of these financial statements


F-5


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


STATEMENTS OF CASH FLOWS





Cumulative,Inception,Year Ended


Year Ended


June 9, 2008June 30,


June 30,


Through2011


2010


June 30, 2011Cash flows from operating activities:Net (loss)

$
(33,209
)

$
(45,483
)

$
(110,094
)Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:Services contributed by officers


-



2,700



13,200Loss on undeveloped, unproven properties


-



15,000



15,000Changes in current assets and liabilities:Accounts payable, trade


(2,690
)


3,580



3,862Accounts payable, related parties


2,496



-



2,496Net cash used in operating activities


(33,403
)


(24,203
)


(75,536
)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



-



106,060Less, Applicable offering costs


-



-



(15,000
)Net cash flows from financing activities


25,000



-



91,060Net cash flows


(8,403
)


(24,203
)


524Cash and equivalent, beginning of period


8,927



33,130



-Cash and equivalent, end of period

$
524


$
8,927


$
524Supplemental cash flow disclosures:Cash paid for Interest

$
-


$
-


$
-Cash paid for income taxes

$
-


$
-


$
-





The accompanying notes are an integral part of these financial statements


F-6


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2011








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 Calgary, Alberta, Canada.  We intend to operate in the U.S. and Canada.  We use June 30 as a fiscal year 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 are now exploring sources of capital.  In the current exploration stage, 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-7


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2011





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:





a.
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.


b.
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.


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


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


e.
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 June 30, 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 fiscal year ended June 30, 2011, certain items in 2010 and cumulative from inception were reclassified to conform to the 2011 presentation.


F-8


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2011





Note 2 – Going concern:





At June 30, 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 June 30, 2011, we had incurred operating losses of approximately $110,094, of which approximately $96,894 represented actual cash losses.  At June 30, 2011, we had cash approximating $524.





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.




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-9


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2011





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:





Year Ended

June 30, 2011


Year Ended

June 30, 2010Refundable Federal income tax attributable to:Current operations

$
(11,200
)

$
(15,400
)Nondeductible expenses


-



980Change in deferred tax valuation allowance


11,200



14,420Net refundable amount

$
-


$
-





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








June 30,

2011


June 30, 2010Deferred tax asset attributable to:Net operating loss carryover

$
32,880


$
21,520Less, Valuation allowance


(32,880
)


(21,520
)Net deferred tax asset


-



-





At June 30, 2011, we had an unused net operating loss carryover approximating $96,700 that is available to offset future taxable income; it expires beginning in 2031.





Note 5 – Related party transactions:





At June 30, 2008, we owed Bateman & Co., Inc., P.C., a corporation controlled by our majority shareholder, the amount of $927 for organizational costs it paid on our behalf. The amount was repaid by us in July, 2008.





During the year ended June 30, 2010 and 2009, our officers, Clinton F. Bateman and Kara B. McDuffie contributed services to the Company for which no payment was made, either in cash or shares. The services were valued at hourly rates of $95 and $70 respectively, which, in the opinion of management, represent fair hourly rates for persons with their experience, expertise, knowledge, and education. The total amount for the year ended June 30, 2010 was $2,700 ( 2009-$10,500), and was recorded as a non-cash charge to expense with an offsetting credit to capital in excess of par value. No contributed services incurred in 2011.








At June 30, 2011, we owed Kenmore International S.A., the shareholder of 888333333 Holdings Ltd. the amount of $2,496 for legal fees paid on our behalf.


F-10


OCTAGON 88 RESOURCES, INC.


(An Exploration Stage Enterprise)


NOTES TO THE FINANCIAL STATEMENTS


June 30, 2011





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 June 30, 2010, the Company had issued shares of its $.0001 par value common stock as follows:




Date
Description

Shares


Share


Amount06/09/08
Shares sold for cash


32,042,000


$
.00047


$
15,06009/29/08
Shares sold for cash


1,000,000


$
.01000



10,00010/03/08
Shares sold for cash


1,800,000


$
.01000



18,00010/09/08
Shares sold for cash


2,000,000


$
.01000



20,00010/09/08
Shares sold for cash


1,800,000


$
.01000



18,00009/08/10
Shares sold for Cash


500,000


$
.05000



25,0006/30/2011
Cumulative Totals


39,142,000






$
106,060





Note 7 - New accounting pronouncements:





In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.





ASC Topic 855, "Subsequent Events", ASC Topic 810, "Accounting for Transfers of Financial Assets", ASC Topic 105 "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- were recently issued. Above codifications have no current applicability to the Company or their effect on the financial statements would not have been significant.





Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2010-24 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.




F-11


Item 9.          Changes in and Disagreements with Accountants on Accounting and Financial Disclosure





There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.





Item 9A(T).  Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Principal Executive Officer and our Principal Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that our controls and procedures had no material deficiencies and were effective.





Annual Report of Management on Internal Control over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and our consolidated subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company and our consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Company and our consolidated subsidiaries, as appropriate; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and our consolidated subsidiaries that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.





As of June 30, 2011, our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were effective to detect the inappropriate application of US GAAP rules as more fully described below. Management reviewed both the system of internal controls with respect to our financial reporting (ICFR) and the effectiveness of the disclosure controls and procedures (DCP) in place with respect to our financial reporting. In conducting this review the Company’s management considered:


12


(1) the limited operations of the Company;


(2) the limited financial transactions occurring on a monthly and quarterly basis;


(3) the fact that all financial transactions involve normal course payments to third partyconsultants involved in the sole function of meeting SEC reporting requirements; and,


(4) the limited value of transactions.





Based on consideration of the above detailed facts, management determined that the Company’s existing controls and procedures with respect to financial reporting and disclosure controls and procedures were in fact, effective.





Lack of an audit committee or independent board members does not constitute a material weakness under the standards of the PCAOB based on the Company`s existing circumstances. Further, as the Company uses the services of external consultants to manage bookkeeping records including the issuance of payments approved by management; has suitable period closing procedures and policies in place; and, given the limited nature of our operations, we believe that any material misstatement would be detected upon management’s review. In addition, given the limited scope of the Company’s operations, management believes our internal control over financial reporting would prevent or detect misstatements.





Upon completion of this review the Company’s Principal Executive Officer and Principal Financial Officer determined the existing ICFR and DCP were effective, with no material deficiencies.





This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.





Changes in Internal Control over Financial Reporting





There have been no changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter of the period covered by this annual report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





Item 9B.        Other information





There are no items requiring disclosure hereunder.


13


PART III








Item 10.        Directors, Executive Officers and Corporate Governance





Directors, Executive Officers, Promoters and Control Persons





The following table sets forth the names and ages of all directors and executive officers of the Company as of the date of filing this report, indicating all positions and offices with the Company held by each such person:





NAME
AGE
POSITIONPhilip Thomann
39
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and DirectorJacqueline Danforth
39
Director





The Company’s directors are elected by the holders of the Company’s common stock.  Cumulative voting for directors is not permitted.  The term of office of directors of the Company ends at the next annual meeting of the Company’s stockholders or when their successors are elected and qualified.  The annual meeting of stockholders is specified in the Company’s bylaws to be at such time and place as set by the Board of Directors.   The Company has not held an annual meeting.  The term of office of each officer of the Company ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when his successor is elected and qualifies.  Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company.





Philip Thomann, Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, Member of the Board of Directors





Mr. Thomann is a self-employed financial consultant.    He has held the following positions with firms since 2006:





From August, 2009 to October, 2009 he was relationship management for BrunnerInvest AG.  From  January, 2008 to October 2008, he was senior relationship manager at Berenberg Bank (Schweiz) AG, and from January 2006 to July 2008,  he was the senior relationship management at Deka (Swiss) Privatbank AG and a Vice Director.





He does not currently sit on the board of any other reporting issuers.




Jacqueline R. Danforth, Chief Financial Officer, Secretary, Member of the Board of Directors





Ms. Danforth originally joined the Board of Directors on May 25, 2010.





Ms. Danforth is also a member of the Board of Directors and the President of FACT Corporation, (“FACT”, OTCBB) since August, 2001.  Her role at FACT is to develop innovative food technology with application to the "functional foods" category of the industry and commercialize products for market entry.  Since joining FACT Ms. Danforth has spearheaded the commercialization of a series of proprietary formulations which are currently marketed as high fiber/reduced calorie bakery mixes and products to manufacturers, distributors and re-sellers across the bakery segment.  Ms. Danforth continues to run the day to day operations of FACT and oversee all financial reporting functions.





Ms. Danforth has extensive public company experience having sat on the board on several reporting issuers both in Canada and the United States. With an educational background in chemistry and accounting, Ms. Danforth has spent the past 15 years actively working on the management, administrative and financial reporting aspects of small businesses reporting to both Canadian and U.S. securities exchanges.





There are no family relationships among our officers, directors, or persons nominated for such positions.





None of our executive officers, directors, significant employees, promoters or control persons have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.


14


Compliance with Section 16(A) of the Exchange Act





Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, Executive Officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock.  Executive Officers, Directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.





Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to us during our most recent fiscal year, there were no officers, directors or beneficial owners of more than 10% of our securities who did not file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:





Code of Ethics





As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.  The Company intends to review and finalize the adoption of a code of ethics at such time as it advances further in its operations. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.





Corporate Governance





Nominating Committee





The Company does not currently have a nominating committee.  There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.





Audit Committee





The Board of Directors presently does not have an audit committee. Since there are no independent members of the Board it is not feasible at this time to have an audit committee.   The Board of Directors performs the same functions as an audit committee.


15


Item 11. Executive Compensation





The particulars of compensation paid to the following persons during the fiscal period ended June 30, 2011 and 2010 are set out in the summary compensation table below:





·
Our Chief Executive Officer (Principal Executive Officer)


·
Our Chief Financial Officer (Principal Financial Officer)





Summary Compensation Table





The following table sets forth information for the individuals who served as the senior executive officers of the Company during any portion of the last two fiscal years.





Name andPrincipal Position
Fiscal Year ended

June 30,
Salary

($)
Bonus

($)
Stock Awards

($)
Option

Awards

($)
Non-Equity Incentive Plan Compensation

($)
Nonqualified Deferred

Compensation

($)
All Other Compensation

($)
Total

($)Philip Thomann, President, CEO, CFO (PEO)
2011
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Donald W. Hryhor, President, CFO (PEO) to May 21, 2011
2011
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Donald W. Hryhor, President (PEO)
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Jacqueline Danforth, CFO to May 21, 2011
2011
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Jacqueline Danforth, CFO
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-Clinton F. Bateman, President, CFO PEO
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-





Outstanding Equity Awards at Fiscal Year End





The Company does not currently have any stock option or stock award plans, therefore no stock options or stock awards were granted during the fiscal years ending June 30, 2011 or 2010.





Option Grants and Exercises





There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.  The Company does not have any stock option plans.





Employment Agreements





As of the fiscal year ended June 30, 2011, we have not entered into any employment agreements with any of our Directors and Officers.




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Compensation of Directors





The Company has made no arrangements for the cash remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf.  No remuneration has been paid to the Company’s officers or directors for services to date.





Compensation Committee





We do not currently have a compensation committee.  The Company’s Executive Compensation is currently approved by the Board of Directors of the Company in the case of the Company’s Principal Executive Officer.  For all other executive compensation contracts, the Principal Executive Officer negotiates and approves the contracts and compensation.





Item 12.                    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters








Security Ownership of Certain Beneficial Owners





The following table sets, as of October 13, 2011, with respect to the beneficial ownership of the Company’s common stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.





Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (%)Common
888333333 Holdings Ltd.
32,042,000 shares held directly
81.86%








Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities.   All shares of common stock subject to options or warrants exercisable within 60 days of October 3, 2011 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person.  They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person.  Subject to the paragraph above, the percentage ownership of outstanding shares is based on 39,142,000 shares of common stock outstanding as of October 13, 2011.





Security Ownership of Management





The following table sets forth information, as of October 13, 2011, with respect to the beneficial ownership of the Company’s common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group.  Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.





Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (%)Common
Philip Thomann
-0-
0%Common
Jacqueline Danforth
-0-
0%Common
All Officers and Directorsas a group
-0-
0%




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Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of October 13, 2011 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person.  They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person.  Subject to the paragraph above, the percentage ownership of outstanding shares is based on 39,142,000 shares of common stock outstanding as of October13, 2011.





Changes in Control





There are no additional present arrangements or pledges of our securities which may result in a change in control of the Company.  However, there are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.





Securities authorized for Issuance under Equity Compensation Plans





None





Item 13.                    Certain Relationships and Related Transactions, and Director Independence





Transactions with Related Persons, Promoters and Certain Control Persons





Transactions with Related Persons





Other than those reported herein, there were no material transactions, or series of similar transactions, from the beginning of our last fiscal year, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.





Review, Approval or Ratification of Transactions with Related Persons





The Company does not currently have any written policies and procedures for the review, approval or ratification of any transactions with related persons.





Promoters and Certain Control Persons





None





Parents





There are no parents of our Company.





Corporate Governance





Director independence





As of the date of this annual report we have no independent directors.





The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:





1.
the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;


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2.
the Director is the beneficial owner of less than five percent of the outstanding equity interests of an entity that does business with the Company;


3.
the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of $1 million or two percent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three fiscal years;


4.
the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three percent of the total consolidated assets of such entity as of the end of the previous fiscal year; and


5.
the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.





The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.





Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.





Item 14.                    Principal Accounting Fees and Services





For the fiscal year ended June 30, 2010, our auditors were Cordovano and Honeck, LLP.   Subsequent to the period covered by this report the Company was notified that Cordovano and Honeck LLP were not be able to issue any further audit reports due to PCAOB issues.   As a result the Company has appointed Borgers & Cutler CPAs PC,  to re-audit prior years.





For the fiscal years ended June 30, 2011 and June 30, 2010 the Company has incurred the following fees:





Description
Year EndedJune 30, 2011
Year EndedJune 30, 2010*Audit fees
$8,131
$10,850Audit related fees
-Tax fees
-
-All other fees
-
-Total
$8,131
$10,850


* Audit Fees increased by $2,700 for fiscal year 2010 due to a re-audit as detailed above.





Audit Fees -Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.





Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”





Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.





All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.


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PART IV





Item 15.                   Exhibits, Financial Statement Schedules





Financial Statements





The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Schedules





All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.





Exhibits





The following exhibits are filed as part of this Annual Report:





Number
Description3.1
Articles of Incorporation
Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 20083.2
Bylaws
Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 200810.1
Farm-In Agreement dated June 10, 2008, and addendum thereto dated September 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, 200831.1
Section 302 Certification - Principal Executive Officer
Filed herewith31.2
Section 302 Certification - Principal Financial Officer
Filed herewith32.1
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith




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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:
October  13, 2011
By:
/s/ Philip ThomannName:
Philip ThomannTitle:
President, Chief Executive Officer (Principal Executive Officer), Secretary, and Chief Financial Officer (Principal Financial Officer)





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:





Date:
October  13, 2011
By:
/s/ Philip ThomannName:
Philip ThomannTitle:
President, Chief Executive Officer (Principal Executive Officer), Secretary, and Chief Financial Officer (Principal Financial Officer), Member of the Board of DirectorsDate:
October   13, 2011
By:
/s/ Jacqueline DanforthName:
Jacqueline DanforthTitle:
Member of the Board of Directors




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