Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - OCTAGON 88 RESOURCES, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2014
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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000-53560
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(Commission File Number)
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OCTAGON 88 RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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26-2793743
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Hochwachtstrasse 4, Steinhausen, CH
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6312
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(Address of principal executive offices)
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(Zip Code)
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(41) 79 237-6218
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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Yes [X] No [ ]
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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).
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Yes [ ] No [X]
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes [ ] No [X]
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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.
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Yes [ ] No [ ]
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APPLICABLE ONLY TO CORPORATE ISSUERS
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26,932,342 shares of common stock outstanding as of May 8, 2014
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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1
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of Octagon 88 Resources Inc. for the nine month period ended March 31, 2014 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-Q speaks as of the filing date of the Form 10-Q (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-Q as filed on May 20, 2014.
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The following exhibits are filed as part of this Quarterly Report:
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Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
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3.2
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Bylaws
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Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
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10.1
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Agency Agreement between the Company and DVB
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
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10.2
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Form of Securities Purchase Agreement
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
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10.3
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Form of Warrant
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
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31.1
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Section 302 Certification - Principal Executive Officer
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Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
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31.2
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Section 302 Certification - Principal Financial Officer
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Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
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32.1
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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
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Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
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32.2
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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
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Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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*
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101.INS
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XBRL Instance Document
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*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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*
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101.SCH
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XBRL Taxonomy Extension Schema
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*
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*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.
3
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
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OCTAGON 88 RESOURCES, INC.
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Date: June 12, 2014
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By:
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/s/ Guido Hilekes
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Guido Hilekes
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Chief Executive Officer (Principal Executive Officer), President and Director
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Date: June 12, 2014
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By:
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/s/ Bryan Cook
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Bryan Cook
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer, and Director
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