Attached files
| file | filename |
|---|---|
| EX-31.2 - CERTIFICATION - OCTAGON 88 RESOURCES, INC. | ex312.htm |
| EX-31.1 - CERTIFICATION - OCTAGON 88 RESOURCES, INC. | ex311.htm |
| EX-32.1 - CERTIFICATION - OCTAGON 88 RESOURCES, INC. | ex321.htm |
| EXCEL - IDEA: XBRL DOCUMENT - OCTAGON 88 RESOURCES, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
|
(Mark One)
|
|
|
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended June 30, 2011
|
|
|
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from __________ to __________
|
|
|
000-53560
|
|
|
Commission File Number
|
|
|
OCTAGON 88 RESOURCES, INC.
|
|
|
(Exact name of registrant as specified in its charter)
|
|
|
Nevada
|
26-2793743
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
Stolzestrasse 23, Zurich, Switzerland
|
8006
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
011-41-79-935-5253
|
|
|
(Registrant’s telephone number, including area code)
|
|
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
|
|
Title of each class
|
Name of each exchange on which registered
|
|
n/a
|
n/a
|
|
Securities registered pursuant to Section 12(g) of the Exchange Act:
|
|
Title of class
|
|
Common 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
The purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Octagon 88 Resources, Inc. for the fiscal year ended June 30, 2011, filed with the Securities and Exchange Commission on October 13, 2011 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
3
Exhibits
The following exhibits are filed as part of this Annual Report:
|
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 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, 2008
|
|
31.1
|
Section 302 Certification - Principal Executive Officer
|
Filed herewith
|
|
31.2
|
Section 302 Certification - Principal Financial Officer
|
Filed herewith
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
Filed herewith
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith
|
|
101.INS
|
XBRL Instance Document
|
Filed herewith
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
Filed herewith
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
Filed herewith
|
4
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 31, 2011
|
By:
|
/s/ Philip Thomann
|
|
Name:
|
Philip Thomann
|
||
|
Title:
|
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 31, 2011
|
By:
|
/s/ Philip Thomann
|
|
Name:
|
Philip Thomann
|
||
|
Title:
|
President, Chief Executive Officer (Principal Executive Officer), Secretary, and Chief Financial Officer (Principal Financial Officer), Member of the Board of Directors
|
||
|
Date:
|
October 31, 2011
|
By:
|
/s/ Jacqueline Danforth
|
|
Name:
|
Jacqueline Danforth
|
||
|
Title:
|
Member of the Board of Directors
|
5