OCTAGON 88 RESOURCES, INC. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION - OCTAGON 88 RESOURCES, INC.	ex322.htm
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, 2010

[ ] 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.)

348 – 14th Street NW, Calgary, Alberta	T2N 1Z7
(Address of principal executive offices)	(Zip Code)

(403) 686-1000
(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 January 28, 2010.

(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	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4T.	Controls and Procedures	4

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

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, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2011. 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, 2010.

	Page
Unaudited Financial Statements	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Stockholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Unaudited Financial Statements	F-6 to F-8

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,
	2010			2010
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	5,944		$	8,927
Total current assets		5,944			8,927

Total assets	$	5,944		$	8,927


LIABILITIES
Current liabilities:
Accounts payable, trade	$	1,544		$	6,552
Total current liabilities		1,544			6,552


STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 400,000,000 authorized,
39,142,000 and 38,642,000 shares issued and outstanding respectively		3,914			3,864
Capital in excess of par value		100,346			75,396
(Deficit) accumulated during the development stage		(99,860	)		(76,885	)
Total stockholders' equity		4,400			2,375
Total liabilities and stockholders' equity	$	5,944		$	8,927

See accompanying notes.

F-2

OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Condensed Statements of Operations
(Unaudited)

	Cumulative, Inception,
	June 9, 2008,			Quarter			Quarter			Six Months			Six Months
	Through			Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,			December 31,
	2010			2010			2009			2010			2009

Revenues	$	-		$	-		$	-		$	-		$	-

General and administrative expenses:
Services contributed by officers		13,200			-			1,300			-			2,700
Professional fees		62,946			14,511			4,013			21,130			10,227
Loss on undeveloped , unproven properties		15,000			-			-			-			-
Organizational expenses		927			-			-			-			-
Other general and administrative expenses		7,787			1,099			215			1,845			215
Total operating expenses		99,860			15,610			5,528			22,975			13,142
(Loss) from operations		(99,860	)		(15,610	)		(5,528	)		(22,975	)		(13,142	)

Other income (expense):		-			-			-			-			-
(Loss) before taxes		(99,860	)		(15,610	)		(5,528	)		(22,975	)		(13,142	)

Provision (credit) for taxes on income:		-			-			-			-			-
Net (loss)	$	(99,860	)	$	(15,610	)	$	(5,528	)	$	(22,975	)	$	(13,142	)


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

Weighted average number of shares outstanding					39,142,000			38,642,000			38,951,783			38,642,000

See accompanying notes.

F-3

OCTAGON 88 RESOURCES, INC

(An exploration stage enterprise)

Condensed Statements of Stockholders’ Equity

(Unaudited)


								(Deficit)
								Accumulated
	Common Stock,				Capital In			During the
	$.0001 Par Value				Excess Of			Development
	Shares		Amount		Par Value			Stage			Total

Inception, June 9, 2008		-	$	-	$	-		$	-		$	-
Shares issued for cash		32,042,000		3,204		11,856						15,060
Development stage net (loss)									(927	)		(927	)
Balances, June 30, 2008		32,042,000		3,204		11,856			(927	)		14,133

Shares issued for cash		6,600,000		660		65,340						66,000
Less, Applicable expenses						(15,000	)					(15,000	)
Services contributed by officers		-				10,500						10,500
Development stage net (loss)									(30,475	)		(30,475	)
Balances, June 30, 2009		38,642,000		3,864		72,696			(31,402	)		45,158

Services contributed by officers						2,700						2,700
Development stage net (loss)									(45,483	)		(45,483	)
Balances, June 30, 2010		38,642,000		3,864		75,396			(76,885	)		2,375

Shares issued for cash		500,000		50		24,950						25,000
Development stage net (loss)									(22,975	)		(22,975	)
Balances, December 31, 2010		39,142,000	$	3,914	$	100,346		$	(99,860	)	$	4,400

See accompanying notes.

F-4

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Condensed Statements of Cash Flows

(Unaudited)


	Cumulative, Inception,
	June 9, 2008,			Six Months			Six Months
	Through			Ended			Ended
	December 31,			December 31,			December 31,
	2010			2010			2009
Cash flows from operating activities:
Net (loss)	$	(99,860	)	$	(22,975	)	$	(13,142	)
Adjustments to reconcile net (loss) to cash
provided (used) by development stage activities:
Services contributed by officers		13,200			-			2,700
Loss on undeveloped, unproven properties		15,000			-			-
Changes in current assets and liabilities:
Accounts payable, trade		1,544			(5,008	)		181
Net cash flows from operating activities		(70,116	)		(27,983	)		(10,261	)

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

Cash flows from financing activities:
Proceeds from sale of common stock		106,060			25,000			-
Less, Applicable expenses		(15,000	)		-			-
Net cash flows from financing activities		91,060			25,000			-
Net cash flows		5,944			(2,983	)		(10,261	)

Cash and equivalents, beginning of period		-			8,927			33,130
Cash and equivalents, end of period	$	5,944		$	5,944		$	22,869

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

See accompanying notes.

F-5

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

December 31, 2010

(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 Houston, Texas, USA. 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.

On August 13, 2010, 888333333 Holdings Ltd., a private holding company, purchased a total of 32,042,000 shares of the Company in a private share purchase transaction thus effecting a change in control of the Company. Mr. Donald W. Hryhor, an officer and director of the Company is the sole officer and director of 888333333 Holdings Ltd. and he acquired the shares from Mr. Clinton Bateman and Ms. Kara McDuffie both of whom were prior officers and directors of the Company.

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, receivables, 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.

F-6

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

December 30, 2010

(Unaudited)

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

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.

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. At the end of the current year, no impairment of long-lived assets had occurred, in management’s opinion.

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.

F-7

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

December 31, 2010

(Unaudited)

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

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, 2010 and 2009, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

Note 2 – Going concern:

At December 31, 2010, 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, 2010, we incurred operating losses of approximately $99,860, of which approximately $85,116 represented actual cash losses. At December 31, 2010, we had remaining cash of $5,944.

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 – 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.

Note 4 – Subsequent events:

In accordance with FASB pronouncements regarding subsequent events, we have evaluated subsequent events through the date of this report and we believe there are no subsequent events required to be disclosed pursuant to this pronouncement.

F-8

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 unaudited financial statements for the quarter ended December 31, 2010, 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, 2010, our cash balance was $5,944 and liabilities of $1,544 as compared to cash of $8,927 and liabilities of $6,552 as at our fiscal year end, June 30, 2010. 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, 2010, we had total assets of $5,944 comprised of $5,944 in cash. This reflects a decrease of $2,983 of the value of our total assets from $8,927 on June 30 2010. The decrease in assets was related to cash payments made for professional fees and general and administrative expenses. As of December 31, 2010, our total liabilities decreased to $1,544 from $6,552 as of June 30, 2010 due to the payment of certain of the outstanding liabilities as defined above. We have not generated revenue since the date of inception. 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.

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 our required television 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 year ended June 30, 2010.

Our operating results for the three and six months ended December 31, 2010, compared to the three and six months ended December 31, 2009 are described below.

Revenue

We have not earned any revenue since our inception and we do not anticipate earning revenues until such time as we have obtained successful exploration and operational results from any oil and gas agreements we may enter into or other acquisitions that we may undertake which may generate revenue. Our only oil and gas asset consisted of a Farm-In Letter Agreement whereby the Company had the right to acquire a 50% working interest in an Alberta, Canada Petroleum and Natural was allowed to lapse during fiscal 2010 due to failure of the Company to expend the required exploration expenses. We currently have no other oil and gas assets and are seeking other working interest or joint venture participations, and acquisitions to generate revenue. We cannot at this time predict whether we will ever have revenue.

Expense

Our net loss for the six months ended December 31, 2010 was $22,975 as compared to a net loss totaling $13,142 in the prior six month period ended December 31, 2009. The increase in net loss over the comparative six month periods ended December 31, 2010 and results from increases in professional fees from $10,227 (2009) to $21,130 (2010) and an increase in general and administrative fees from $215 (2009) to $1,845 (2010) due to our requirements under our SEC reporting issuer status.

Our net loss over the three month periods ended December 31, 2010 and 2009 respectively totaled $15,610 and $5,528. Over the comparative three months period ended December 31, 2010 and 2009, professional fees increased from $4,013 (2009) to $14,511 (2010) and general and administration from $215 (2009) to $1,099 (2010). The increases were not offset by any other operations in the Company resulting in an increase to net loss over the comparative three month periods ended December 31, 2010 and 2009.

Basic and diluted losses per share for the three month periods ended December 31, 2010 and December 31, 2009 were ($0.00).

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, 2010, 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
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	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 10, 2011	By:	/s/ Donald W Hryhor
		Name:	Donald W. Hryhor
		Title:	President, Chief Executive Officer (Principal Executive Officer), Director

		OCTAGON 88 RESOURCES, INC.

Date:	February 10, 2011	By:	/s/ Jacqueline Danforth
		Name:	Jacqueline Danforth
		Title:	Secretary-Treasurer, Director

OCTAGON 88 RESOURCES, INC. - FORM 10-Q - February 11, 2011

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OCTAGON 88 RESOURCES, INC. Reports