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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER:
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000-53560
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CUSIP NUMBER:
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675 72P 10 1
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(Check One):
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[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
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For Period Ended:
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March 31, 2010
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[ ] Transition Report on Form 10-K
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[ ] Transition Report on Form 20-F
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[ ] Transition Report on Form 11-K
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[ ] Transition Report on Form 10-Q
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[ ] Transition Report on Form N-SAR
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For the Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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PART I - REGISTRANT INFORMATION
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OCTAGON 88 RESOURCES, INC.
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Full Name of Registrant
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Former Name if Applicable
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19 Briar Hollow Lane, Suite 263
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Address of Principal Executive Office (Street and Number)
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Houston, Texas 77027
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City, State and Zip Code
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PART II – RULES 12b-25(b) AND (c)
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If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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[X]
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(a)
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The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III – NARRATIVE
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State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
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The Form 10-Q for the nine month period ended March 31, 2010 will not be submitted by the deadline due to a situation where the workload exceeds available personnel. We were not able to complete all of the financial information required to allow sufficient time for our independent auditors to be able to finalize their review and provide their consent by the filing deadline of May 17, 2010.
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PART IV – OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification
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Clinton F. Bateman
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713
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552-9800
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes [X] No [ ]
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Yes [X] No [ ]
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The Company has not had any revenues since inception, June 9, 2008, through to the end of the current fiscal quarter ended, March 31, 2010.
The Company expects to show an increase in general and administrative expenses for the three months ended March 31, 2010 to $2,712 from nil (March 31, 2009) and an increase in professional fees to $8,106 for the three months ended March 31, 2010 from $4,084 (March 31, 2009). These increased fees relate to increased activity as the Company seeks additional acquisitions. These services have been provided to the Company by independent consultants. The Company expects to show a decrease in services contributed by officers over the comparative three month periods, as there were no services contributed by officers during the three months ended March 31, 2010, as compared to $1,600 (March 31, 2009). Our accounting services were provided by independent consultants during this three month period as compared to the services being provided by our officers during the prior comparable period.
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OCTAGON 88 RESOURCES, INC.
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Name of Registrant as Specified in Charter
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has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date:
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May 17, 2010
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By:
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/s/ Donald Hryhor
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Name:
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Donald Hryhor
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Title:
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President
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ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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