(Mark One)
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended June 30, 2013
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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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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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n/a
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n/a
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Securities registered pursuant to Section 12(g) of the Exchange Act:
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Title of class
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Common Stock
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Yes
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[ ]
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No
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[X]
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Yes
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[ ]
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No
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[X]
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Yes
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[X]
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No
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[ ]
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Yes
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[ ]
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No
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[ X ]
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Yes
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[ ]
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No
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[X]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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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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Yes
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[ ]
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No
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[X]
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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.
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Yes
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[ ]
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No
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[ ]
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26,545,473 common shares outstanding as of October 17, 2013
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None
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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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Financing commitment between the Company and Zentrum Energie Trust AG.
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Incorporated by reference to the Exhibits attached to the Company Form 8K/A filed with the SEC on February 19, 2013
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10.2
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Acquisition Agreement between the Company and Zentrum Energie Trust AG dated October 15, 2012
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K/A filed with the SEC on February 19, 2013.-
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10.3
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Mineral Rights Agreement between the Company and Zentrum Energie Trust AG
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
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10.4
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Share Purchase Agreement between the Company and Various Vendors
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
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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 Annual Report on Form 10-K filed with the SEC on October 18, 2013
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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 Annual Report on Form 10-K filed with the SEC on October 18, 2013
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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 Annual Report on Form 10-K filed with the SEC on October 18, 2013
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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 Annual Report on Form 10-K filed with the SEC on October 18, 2013
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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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OCTAGON 88 RESOURCES, INC.
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Date:
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October 21, 2013
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By:
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/s/ Guido Hilekes
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Name:
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Guido Hilekes
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Title:
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Principal Executive Officer
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Date:
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October 21, 2013
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By:
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/s/ Bryan Cook
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Name:
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Bryan Cook
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Title:
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Principal Financial Officer
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Date:
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October 21, 2013
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By:
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/s/ Guido Hilekes
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Name:
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Guido Hilekes
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Title:
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President and Member of the Board of Directors
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Date:
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October 21, 2013
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By:
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/s/ Feliciano Tighe
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Name:
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Feliciano Tighe
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Title:
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Secretary and Member of the Board of Directors
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Date:
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October 21, 2013
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By:
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/s/ Dr. Peter Beck
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Name:
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Dr. Peter Beck
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Title:
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Member of the Board of Directors
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Date:
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October 21, 2013
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By:
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/s/ Richard Ebner
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Name:
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Richard Ebner
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Title:
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Member of the Board of Directors
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