Edgar Filing: OCTAGON 88 RESOURCES, INC.

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2010

[ ] 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.)

19 Briar Hollow Lane, Suite 263, Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

(713) 552-9800
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 [ ]
	Yes [X] No [ ]

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).

Yes [ ] No [ ]

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 [X] No [ ]

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.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

38,642,000 common shares outstanding as of May 7, 2010.

(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

Octagon 88 Resources, Inc.

TABLE OF CONTENTS

		Page
	PART I – Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T.	Controls and Procedures	6

	PART II – Other Information
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	8
Item 4.	(Removed and Reserved)	8
Item 5.	Other Information	8
Item 6.	Exhibits	8
	Signatures	9

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and nine month periods ended March 31, 2010, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2010. For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

	Page
Unaudited Financial Statements	F-1
Balance Sheets	F-2
Statements of Operations and Comprehensive Loss	F-3
Statements of Stockholders’ Equity	F-4
Statements of Cash Flows	F-5
Notes to Unaudited Financial Statements	F-6 to F-9

OCTAGON88 RESOURCES, INC.

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

(Stated in US Dollars)

(UNAUDITED)

F-1

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Balance Sheets

	March 31,			June 30,
	2010			2009
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	11,889		$	33,130
Total current assets		11,889			33,130

Oil and gas properties:
Undeveloped, unproven properties (Note 5)		15,000			15,000
Total other assets		15,000			15,000
Total assets	$	26,889		$	48,130


LIABILITIES
Current liabilities:
Accounts payable, trade	$	2,991		$	2,972
Total current liabilities		2,991			2,972

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 400,000,000 authorized,
38,642,000 shares issued and outstanding		3,864			3,864
Capital in excess of par value		75,396			72,696
(Deficit) accumulated during the development stage		(55,362	)		(31,402	)
Total stockholders' equity		23,898			45,158
Total liabilities and stockholders' equity	$	26,889		$	48,130

See accompanying notes.

F-2

OCTAGON 88 RESOURCES, INC

(An exploration stage enterprise)

Statements of Operations

(Unaudited)

	Cumulative,
	Inception,
	June 9, 2008			Quarter			Quarter			Nine Months			Nine Months
	Through			Ended			Ended			Ended			Ended
	March 31,			March 31,			March 31,			March 31,			March 31,
	2010			2010			2009			2010			2009

Revenues	$	-		$	-		$	-		$	-		$	-

General and administrative expenses:
Services contributed by officers		13,200			-			1,600			2,700			8,900
Professional fees		38,163			8,106			4,084			18,332			11,773
Organizational expenses		927			-			-			-			-
Other general and administrative expenses		3,072			2,712			-			2,928			130
Total operating expenses		55,362			10,818			5,684			23,960			20,803
(Loss) from operations		(55,362	)		(10,818	)		(5,684	)		(23,960	)		(20,803	)

Other income (expense):		-			-			-			-			-
(Loss) before taxes		(55,362	)		(10,818	)		(5,684	)		(23,960	)		(20,803	)

Provision (credit) for taxes on income:		-			-			-			-			-
Net (loss)	$	(55,362	)	$	(10,818	)	$	(5,684	)	$	(23,960	)	$	(20,803	)


Basic earnings (loss) per common share				$	(0.0003	)	$	(0.0001	)	$	(0.0006	)	$	(0.0006	)

Weighted average number of shares outstanding					38,642,000			38,642,000			38,642,000			36,285,066

See accompanying notes.

F-3

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Statement of Stockholders' Equity

(Unaudited)

								(Deficit)
								Accumulated
	Common Stock,				Capital In			During the
	$.0001 Par Value				Excess Of			Development
	Shares		Amount		Par Value			Stage			Total
Inception, June 9, 2008		-	$	-	$	-		$	-		$	-
Shares issued for cash		32,042,000		3,204		11,856			-			15,060
Development stage net (loss)		-		-		-			(927	)		(927	)
Balances, June 30, 2008		32,042,000	$	3,204	$	11,856		$	(927	)	$	14,133

Shares issued for cash		6,600,000		660		65,340			-			66,000
Less, Applicable expenses		-		-		(15,000	)		-			(15,000	)
Services contributed by officers		-		-		10,500			-			10,500
Development stage net (loss)		-		-		-			(30,475	)		(30,475	)
Balances, June 30, 2009		38,642,000	$	3,864	$	72,696		$	(31,402	)	$	45,158

Services contributed by officers		-		-		2,700			-			2,700
Development stage net (loss)		-		-		-			(23,960	)		(23,960	)
Balances, March 31, 2010		38,642,000	$	3,864	$	75,396		$	(55,362	)	$	23,898

See accompanying notes.

F-4

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Statements of Cash Flows

(Unaudited)

	Cumulative,
	Inception,
	June 9, 2008,			Nine Months			Nine Months
	Through			Ended			Ended
	March 31,			March 31,			March 31,
	2010			2010			2009
Cash flows from operating activities:
Net (loss)	$	(55,362	)	$	(23,960	)	$	(20,803	)
Adjustments to reconcile net (loss) to cash
provided (used) by development stage activities:
Services contributed by officers		13,200			2,700			8,900
Changes in current assets and liabilities:
Prepaid expenses		-			-			5,000
Accounts payable, trade		2,991			19			-
Accounts payable, related parties		-			-			(927	)
Net cash flows from operating activities		(39,171	)		(21,241	)		(7,830	)

Cash flows from investing activities:
Acquisition of undeveloped, unproven properties		(15,000	)		-			-
Net cash flows from investing activities		(15,000	)		-			-

Cash flows from financing activities:
Proceeds from sale of common stock		81,060			-			66,000
Less, Applicable expenses		(15,000	)		-			(15,000	)
Increase (decrease) in funds received in advance		-			-			-
Increase (decrease) in farm-in agreement obligation		-			-			(10,000	)
Net cash flows from financing activities		66,060			-			41,000
Net cash flows		11,889			(21,241	)		33,170

Cash and equivalents, beginning of period		-			33,130			5,060
Cash and equivalents, end of period	$	11,889		$	11,889		$	38,230

Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes		-			-			-

See accompanying notes.

F-5

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2010

(Unaudited)

Note 1 - Organization and summary of significant accounting policies:

Following is a summary of our organization and significant accounting policies:

Organization and nature of business – Octagon 88 Resources, Inc. (identified in these footnotes as “we” or the Company) is a Nevada corporation incorporated on June 9, 2008. We are currently based in Houston, Texas, USA. We intend to operate in the U.S. and Canada. We use June 30 as a fiscal year for financial reporting purposes.

Clinton F. Bateman, a director and officer of the Company, owns 32,000,000 of our 38,642,000 outstanding shares.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets. We currently hold one lease, a 50% working interest in Alberta, Canada, described in more detail below.

To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We filed a Form S-1 with the U.S. Securities and Exchange Commission, which became effective on September 24, 2008. We also applied for a listing on the OTC Bulletin Board; our application was approved in July 2009. We are now exploring sources of capital. In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash, receivables, and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.

Oil and gas properties – We use the successful efforts method of accounting for oil and gas properties. Under that method:

Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are charged to expense when incurred since they do not result in the acquisition of assets.

Costs incurred to drill exploratory wells and exploratory-type stratigraphic test wells that do not find proved reserves are charged to expense when it is determined that the wells have not found proved reserves.

Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory well, and successful exploratory-type stratigraphic wells are capitalized.

Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.

Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.

F-6

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2010

(Unaudited)

Other long-lived assets – Property and equipment are stated at cost less accumulated depreciation computed principally using accelerated methods over the estimated useful lives of the assets. Repairs are charged to expense as incurred. Impairment of long-lived assets is recognized when the fair value of a long-lived asset is less than its carrying value. At the end of the current year, no impairment of long-lived assets had occurred, in management’s opinion.

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Statements regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes.

Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

Net income per share of common stock – We have adopted applicable FASB Statements regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

Note 2 – Going concern:

At March 31, 2010, we were not currently engaged in an operating business and expect to incur exploration stage operating losses until operations commence, and for a period of time thereafter. We intend to rely on our officers and directors to perform essential functions without compensation until a business operation can be commenced. We do not currently have sufficient capital to implement our business plan. Although we are exploring other sources of capital, and although we filed a registration statement with the Securities and Exchange Commission in an attempt to raise capital, and although our majority shareholder has agreed to provide a limited amount of additional funds in the near term, there is no assurance that such efforts will succeed.

During the year ended June 30, 2009, worldwide financial markets experienced severe turmoil, which continued through March 31, 2010. Many stock markets suffered significant declines in values, unemployment increased in many places, and reported corporate profits declined. In addition, world oil and gas prices declined dramatically, and energy consumption declined as well. As a result of this financial upheaval, which was widely chronicled, governments around the world took extreme measures in an attempt to stabilize markets. At this time, it is unclear whether the measures will be successful, or how long the financial downturn will continue. Therefore, our ability to raise additional capital has been diminished. While we are optimistic that conditions will improve in the near term, there can be no assurance that will occur.

From inception through March 31, 2010, we had incurred operating losses of approximately $55,362, of which approximately $42,162 represented actual cash losses. At March 31, 2010, we had cash approximating $11,900, which we believe will be sufficient to fund our limited operations through to the end of this fiscal year. We will not have sufficient capital to undertake any operations on our oil and gas asset should we receive notification that the operator wishes to commence exploration. However, there can be no assurance of this, and unforeseen circumstances could deplete our cash position.

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-7

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2010

(Unaudited)

Note 3 - Federal income tax:

We follow applicable FASB Statements regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

The provision for refundable Federal income tax consists of the following:

	Nine months Ended March 31, 2010			Nine months Ended March 31, 2009
Refundable Federal income tax attributable to:
Current operations	$	(8,100	)	$	(7,100	)
Nondeductible expenses		1,000			3,000
Change in deferred tax valuation allowance		7,100			4,100
Net refundable amount		-			-

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	March 31, 2010			March 31, 2009
Deferred tax asset attributable to:
Net operating loss carryover	$	17,800		$	4,400
Less, Valuation allowance		(17,800	)		(4,400	)
Net deferred tax asset		-			-

At March 31, 2010, we had an unused net operating loss carryover approximating $52,400 that is available to offset future taxable income; it expires beginning in 2028.

Recent FASB pronouncements address the accounting for and disclosures related to uncertainty in income taxes. We have evaluated our tax positions and, except as disclosed above, do not believe we have taken any uncertain tax positions covered by the pronouncement.

F-8

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2010

(Unaudited)

Note 4 – Issuance of shares:

As of March 31, 2010, the Company had issued shares of its $.0001 par value common stock as follows:

				Price Per
Date	Description	Shares		Share		Amount

06/09/08	Shares sold for cash		32,042,000	$	.00047	$	15,060
09/29/08	Shares sold for cash		1,000,000	$	.01000		10,000
10/03/08	Shares sold for cash		1,800,000	$	.01000		18,000
10/09/08	Shares sold for cash		2,000,000	$	.01000		20,000
10/09/08	Shares sold for cash		1,800,000	$	.01000		18,000
3/31/10	Cumulative Totals		38,642,000			$	81,060

Of the above 38,642,000 shares, we sold 32,000,000 shares for $15,040 to Clinton F. Bateman, an officer and director of the Company, and 42,000 shares for $20 to Kara B. McDuffie, an officer and director of the Company, who is the daughter of Clinton F. Bateman.

Note 5 – Oil and Gas lease:

On June 10, 2008, we executed a Farm-in Letter Agreement with Unitech Energy Resources, Inc. (“Unitech”), of Calgary, Alberta, Canada. Under the agreement, we acquired a 50% working interest in Alberta, Canada Petroleum and Natural Gas Agreement Number 050606526, (the “Lease”) which Lease is held by Unitech, and which comprises approximately 640 acres of petroleum and natural gas exploitation rights from the surface to the basement, excepting Natural Gas in the Jurassic Detrital formation and the Pekisko formation, and which Lease is located in central Alberta, Canada, at section 14, Township 58, Range 13, W5 which is approximately 130 miles northwest of Edmonton, Alberta in the area known as “Goodwin”. The Lease is registered with the Government of Alberta, under the name of Unitech, our working interest partner that owns the other 50% working interest.

We paid Unitech $15,000 for our 50% working interest in the Lease which amount is recorded on our balance sheet as Undeveloped, Unproven property.The Farm-in Letter Agreement requires that we pay 100% of all costs associated with drilling, re-completing, and testing, and thereafter both Parties will pay their respective 50% share of any go-forward costs.

The Lease is for 5 years and expires on June 14, 2011 unless continued by the production of hydrocarbons, in which case the Lease will be continued until the Lease is abandoned. Unitech has performed initial geological analysis to try to determine the aerial extent of the anomalies but the results have been inconclusive.

The Lease further requires that the Company meet a minimum spending requirement of $30,000 on or before June 14, 2010 in order to maintain its 50% ownership interest in the lease. Presently the Company does not anticipate we will undertake operations in time to meet this deadline. Additionally, the Company would be required to raise additional capital immediately in order to meet the expenditure requirement. Should the Company fail to meet this minimum spending requirement our 50% interest in the lease will revert to Unitech and we will lose our largest asset.

Note 6 – Subsequent events:

On April 8, 2010 Mr. Donald Nicholson was appointed to the Board of Directors.

On April 27, 2010, the Company received the resignation of Mr. Clinton F. Bateman as President and Chief Executive Officer of the Corporation. Concurrent with Mr. Bateman’s resignation, Mr. Donald Hryhor joined the Board of Directors and was appointed President and Chief Executive Officer.

F-9

OCTAGON 88 RESOURCES, INC.

(An exploration stage enterprise)

Notes to Financial Statements

March 31, 2010

(Unaudited)

Note 6 – Subsequent events:

In accordance with FASB pronouncements regarding subsequent events, we have evaluated subsequent events through the date of this report and we believe there are no subsequent events required to be disclosed pursuant to this pronouncement.

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

All dollar amounts stated herein are in US dollars unless otherwise indicated.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the year ended June 30, 2009, together with notes thereto. As used in this quarterly report, the terms "we", "us", "our", and the "Company" mean Octagon 88 Resources, Inc.

Liquidity

As of March 31, 2010, Octagon’s cash balance was approximately $11,889 and is currently our only source of liquidity. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and our ability to achieve and maintain profitable operations. Although Management believes that our Company's cash and cash equivalents will be sufficient to meet our operating expense requirements through to the end of fiscal 2010, it will not be sufficient for the next twelve month period and it is not sufficient to fund our planned exploration program. We will not initially have any cash flow from operating activities as we are in the exploration stage. We have raised a total of $66,000 from our registered stock offering, and we plan to raise any additional capital required on an “as-required” basis and primarily through the private placement of our equity securities or by way of loans or such other means as the Company may determine. There are no assurances that we will be able to obtain funds required for our continued operations. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business. During the fiscal year ended June 30, 2009, worldwide financial markets experienced severe turmoil, which has continued, although we are currently seeing some escalation in the price of oil and gas from its previous lows. Many stock markets suffered significant declines in values, unemployment increased in many places, and reported corporate profits declined. In addition, world oil and gas prices declined dramatically, and energy consumption declined as well. As a result of this financial upheaval, which was widely chronicled, governments around the world took extreme measures in an attempt to stabilize markets. At this time, it is unclear whether the measures will be successful, or how long the financial uncertainty will continue.

Therefore, our ability to raise additional capital has been diminished. While we are optimistic that conditions will continue to improve, there can be no assurance that will occur. We currently do not have enough cash on hand to meet our obligation on the oil and gas leases, which amounts to a minimum of $30,000, and which obligation needs to be met by June 14, 2010. We will not be able to meet this obligation without raising additional capital, and there is limited time available to accomplish this.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further short and long-term financing, achieving success in our required exploration efforts, and ultimately having a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Capital Resources

In order to earn our 50% working interest in our current oil and gas asset, we must expend a minimum of $30,000 in exploration costs on or before June 14, 2010. In the event that our planned work program indicates that a drilling or re-completion is warranted, we will be required to raise additional capital for this work to be undertaken. Currently we do not have sufficient capital resources to meet our commitment of $30,000. Due to the delay by the operator of undertaking any exploration on the property related to the depression of oil and gas prices, we expended our funds which we had allocated towards the work program on operations of the Company. We will have to raise the $30,000 should the operator determine to commence exploration. We do not know if we will be able to raise those funds, and the amount of time remaining to raise the required funds is now very limited.

As a result of the current situation with respect to not having sufficient cash on hand, and potentially inadequate amounts of time to obtain additional financing, the Company is seeking out additional opportunities within the oil and gas sector, and has appointed an officer and director with substantive experience in discovering and financing oil and gas acquisitions. At this time, no opportunities have been found, however several are currently under investigation.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended June 30, 2009.

Our operating results for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 are described below.

Revenue

We have not earned any revenue since our inception and we do not anticipate earning revenues until such time as we have obtained successful exploration and operational results from our Farm-in Agreement, or other acquisitions that we may undertake which may generate revenue. It is unlikely we will generate any revenue from our current oil and gas asset as the operator has delayed the operations and the timeline for us to be able to meet the deadlines for expenditures on the property is too short for us to mobilize and raise the $30,000 required. We will seek other acquisitions to generate revenue.

Expense

Our net loss for the nine months ended March 31, 2010 was $23,960, as compared to a net loss totaling $20,803 in the prior nine month period ended March 31, 2009. The increase to our net loss over the comparative nine month period is directly attributable to increases in expenses attributed to professional fees and general and administrative expenses, though which were offset in part by a decrease in the expense attributed to services contributed by officers. The increase in expenses was as a result of incurring additional, routine costs associated with the maintenance of a public company.

Our net loss over the three month periods ended March 31, 2010 and 2009 respectively totaled $10,818 and $5,684. As with our nine month comparative period, this increase in the loss was attributable to additional public company maintenance costs.

Basic and diluted losses per share for the three month period ended March 31, 2010 were $0.0003 (2008 - $0.0001).

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Controls

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

A smaller reporting company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 24, 2008 our Registration Statement on Form S-1 under Commission file number 333-153546 was declared effective, enabling us to offer up to 10,000,000 shares of common stock of our company at a price of $0.01 per share. On December 1, 2008 we filed a post effective amendment to our Form S-1 to deregister a total of 3,400,000 shares and we accepted subscriptions for a total of 6,600,000 common shares from various investors for cash proceeds of $66,000. No commissions were paid on the issuance.

Following is the use of proceeds for actual expenses incurred for our account from September 24, 2008 to March 31, 2010 in connection with the issuance and distribution of the securities:

Expense	Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer		Amount of direct or indirect payments to others
Transfer agent		-		870
Professional fees				4,195
Incorporation Cost		927
Costs of the offering		-		124
General Administration		-		-
Total	$	927	$	5,189

Following is a table detailing the use of net offering proceeds from the offering of the securities. Net offering proceeds were $60,811 (consisting of $66,000 gross proceeds, less $5,189 from the table above).

Expenses	Amount of direct or indirect payments to directors, officers, general partners, 10% shareholders or affiliates of the Issuer		Amount of direct or indirect payments to others
Exploration and development activities		-		-
Acquisition undeveloped, unproved property		-		10,000
Professional Fee		-		37,997
Office Furniture, Equipment and Supplies		-		-
Transfer Agent Fee				780
General Administration Expenses		-		145
TOTAL	$	-	$	48,922

The proceeds from our offering were to be used to fund our operations as described in the S-1 offering document incorporated for reference herein, however due to delays in exploration and development activities on the oil and gas properties, we have expended a portion of those funds which were to be expended on oil and gas exploration on administration of the Company. We therefore do not have sufficient funds as detailed under our prospectus offering to undertake the exploration on our property.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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
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
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

SIGNATURES

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:	May 18, 2010	By:	/s/ Donald W Hryhor
		Name:	Donald W. Hryhor
		Title:	President, Chief Executive Officer (Principal Executive Officer, Director

Date:	May 18, 2010	By:	/s/ Clinton F. Bateman
		Name:	Clinton F. Bateman
		Title:	Chief Financial Officer (Principal Financial Officer)