Attached files
| file | filename |
|---|---|
| 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, 2013
|
|
|
[ ] 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.)
|
|
Hochwachtstrasse 4, Steinhausen CH
|
6312
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
( 41) 79 237-6218
|
|
|
(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
|
[ X ]
|
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
|
[ ]
|
No
|
[X]
|
|
The aggregate market value of voting common stock held by non-affiliates of the registrant was approximately $23,547,061 as of December 31, 2012 (the last business day of the registrant’s most recently completed second quarter), calculated as of the closing selling price of $3.30, 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.
|
26,545,473 common shares outstanding as of October 17, 2013
|
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
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Octagon 88 Resources, Inc. for the fiscal year ended June 30, 2013 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K (the "Filing date"), does not reflect events that may have occurred subsequent to the filing date, and does not modify or update in any way disclosures made in the Form 10-K as filed on October 18, 2013.
3
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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
|
Financing commitment between the Company and Zentrum Energie Trust AG.
|
Incorporated by reference to the Exhibits attached to the Company Form 8K/A filed with the SEC on February 19, 2013
|
|
10.2
|
Acquisition Agreement between the Company and Zentrum Energie Trust AG dated October 15, 2012
|
Incorporated by reference to the Exhibits attached to the Company’s Form 8K/A filed with the SEC on February 19, 2013.-
|
|
10.3
|
Mineral Rights Agreement between the Company and Zentrum Energie Trust AG
|
Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
|
|
10.4
|
Share Purchase Agreement between the Company and Various Vendors
|
Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
|
|
31.1
|
Section 302 Certification - Principal Executive Officer
|
Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on October 18, 2013
|
|
31.2
|
Section 302 Certification - Principal Financial Officer
|
Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on October 18, 2013
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer
|
Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on October 18, 2013
|
|
32.2
|
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Financial Officer
|
Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on October 18, 2013
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
*
|
|
101.INS
|
XBRL Instance Document
|
*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
*
|
*Filed herewith. Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
4
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 21, 2013
|
By:
|
/s/ Guido Hilekes
|
|
Name:
|
Guido Hilekes
|
||
|
Title:
|
Principal Executive Officer
|
||
|
Date:
|
October 21, 2013
|
By:
|
/s/ Bryan Cook
|
|
Name:
|
Bryan Cook
|
||
|
Title:
|
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 21, 2013
|
By:
|
/s/ Guido Hilekes
|
|
Name:
|
Guido Hilekes
|
||
|
Title:
|
President and Member of the Board of Directors
|
||
|
Date:
|
October 21, 2013
|
By:
|
/s/ Feliciano Tighe
|
|
Name:
|
Feliciano Tighe
|
||
|
Title:
|
Secretary and Member of the Board of Directors
|
||
|
Date:
|
October 21, 2013
|
By:
|
/s/ Dr. Peter Beck
|
|
Name:
|
Dr. Peter Beck
|
||
|
Title:
|
Member of the Board of Directors
|
||
|
Date:
|
October 21, 2013
|
By:
|
/s/ Richard Ebner
|
|
Name:
|
Richard Ebner
|
||
|
Title:
|
Member of the Board of Directors
|
5