(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
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[ ]
|
No
|
[ ]
|
Yes
|
[ ]
|
No
|
[X]
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
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.
|
Yes
|
[ ]
|
No
|
[ ]
|
39,142,000 common shares outstanding as of October 13, 2011
|
None
|
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
|
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)
|
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
|