10-Q

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 September 30, 2012
[   ]  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.)
Zeglistrasse 30, Englberg, Switzerland	6390
(Address of principal executive offices)	(Zip Code)
011-41-799-184471
(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 [  ]

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 [ X ]  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

39,177,473 common shares outstanding as of October 19, 2012

(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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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	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
	PART II – Other Information
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
	Signatures	19

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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 month period ended September 30, 2012, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2013.  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, 2012.

	Page
Unaudited Financial Statements
Balance Sheets	6
Statements of Operations	7
Statements of Cash Flows	8
Notes to Unaudited Financial Statements	9 to 13

4

OCTAGON 88 RESOURCES, INC.

 (An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

 (Stated in US Dollars)

(UNAUDITED)

5

OCTAGON 88 RESOURCES, INC.

(An Exploration stage Enterprise)

BALANCE SHEETS

	September 30, 2012			June 30, 2012
ASSETS
Current
Cash	$	5,783		$	355
Total assets	$	5,783		$	355
LIABILITIES
Current
Accounts payable and accrued liabilities	$	8,289		$	2,749
Accounts payable, related parties		5,384			35,941
Advances payable		5,914			-
Total current liabilities:		19,587			38,690
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 400,000,000 authorized, 39,177,473 and 39,142,000 shares issued and outstanding as at September 30, 2012 and June 30,  2012, respectively		3,918			3,914
Additional Paid-in Capital		135,815			100,346
(Deficit) accumulated during the development stage		(153,537	)		(142,595	)
Total stockholders’ equity		(13,804	)		(38,335	)
Total liabilities and stockholders’ equity	$	5,783		$	355

The accompanying notes are an integral part of these financial statements

6

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

STATEMENTS OF OPERATIONS

	Three Months Ended			Three Months Ended			Cumulative from Inception -June 9, 2008
	September 30,			September 30,			Through
	2012			2011			September 30, 2012
Revenues	$	-		$	-		$	-
General and administrative expenses:
Services contributed by officers		-			-			13,200
Professional fees		10,784			3,667			114,406
Loss on undeveloped, unproven properties		-			-			15,000
Other general and administrative expenses		158			621			10,931
Total operating expenses		10,942			4,288			153,537
(Loss) from operations		(10,942	)		(4,288	)		(153,537	)
Other income (expense);
(Loss) before taxes		(10,942	)		(4,288	)		(153,537	)
Provision (credit) for taxes on income:		-			-			-
Net (loss)	$	(10,942	)		(4,288	)		(153,537	)
Basic earnings (loss) per common share	$	(0.00	)		(0.00	)
Weighted average number of shares outstanding		39,155,110			39,142,000

The accompanying notes are an integral part of these financial statements

7

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

STATEMENTS OF CASH FLOWS

							Cumulative,
	Three			Three			Inception,
	Months Ended			Months Ended			June 9, 2008
	September 30,			September 30,			Through
	2012			2011			September 30, 2012
Cash flows from operating activities:
Net (loss)	$	(10,942	)	$	(4,288	)	$	(153,537	)
Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:
Services contributed by officers		-			-			13,200
Loss on undeveloped, unproven properties		-			-			15,000
Changes in current assets and liabilities:
Prepaid expense		-			(6,131	)		-
Accounts payable, trade		5,540			378			8,289
Accounts payable, related parties		4,916			10,000			40,857
Net cash used in operating activities		(486	)		(41	)		(76,191	)
Cash flows from investing activities:
Acquisition of undeveloped, unproved properties		-			-			(15,000	)
Net cash flows from investing activities		-			-			(15,000	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			-			106,060
Less, Applicable offering costs		-			-			(15,000	)
Advances payable		5,914			-			5,914
Net cash flows from financing activities		5,914			-			96,974
Net cash flows		5,428			(41	)		5,783
Cash and equivalent, beginning of period		355			524			-
Cash and equivalent, end of period	$	5,783		$	483		$	5,783
Supplemental cash flow disclosures:
Cash paid for Interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Stock paid to settle debt	$	35,473		$	-		$	35,473

The accompanying notes are an integral part of these financial statements

8

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2012

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 Switzerland.  We intend to operate in the U.S. and Canada.  We use June 30 as a fiscal year for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.  We currently do not hold any exploration-related assets, having let our agreement with our oil and gas leases expire.  We are reviewing various oil and gas assets for acquisition.

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 various oil and gas acquisitions and 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 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.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:
 

Level 1:	Quoted prices in active markets for identical assets or liabilities.
Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

Note 1 - Organization and summary of significant accounting policies: (continued)

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

a. 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.

b. 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.

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

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

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

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.  No impairments of long-lived assets occurred during the period ended September 30, 2012 and 2011.

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 Codification 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.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded.

Net income per share of common stock – We have adopted applicable FASB Codification 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.  At September 30, 2012 and 2011, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

10

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2012

Note 2 – Going concern:

As at September 30, 2012, we are not currently engaged in an operating business, we 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 allowed our oil and gas assets to lapse without any exploration activities being undertaken.  We are currently seeking other acquisitions of oil and gas assets.  Further, we are currently working on raising capital to fund operations and for acquisitions. There is no assurance that such efforts will succeed and we will raise any funds or that we will be able to acquire any assets of merit.

From inception through September 30, 2012, we had incurred operating losses of approximately $153,537, of which approximately $100,277 represented actual cash losses.  At September 30, 2012, our cash on hand was $5,783.

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.

Note 3 – Oil and gas properties:

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”) held by Unitech. The Farm-in Letter Agreement required that we pay 100% of all costs associated with drilling, re-completing, and testing, and thereafter both Parties would pay their respective 50% share of any go-forward costs.

During 2008, we paid Unitech $15,000 for our 50% working interest in the Lease, which amount was recorded on our balance sheet as Undeveloped, Unproven property.

During September 2008, we amended the Farm-in Letter Agreement to require that we 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.  During June, 2010 the lease lapsed due to failure of the Company to expend the required exploration expenses.  All associated costs in the amount of $15,000 recorded on the asset as undeveloped, unproven property were written off.   Management is currently reviewing other properties which they feel have merit and hope to acquire properties before the end of 2012.

Note 4 – Related party transactions:

During the period ended September 30, 2012, Kenmore International S.A. further advanced $6,000 to the Company for professional fees including legal fees, consulting fees and accounting fees paid on our behalf.

On August 27, 2012, the Company negotiated debt settlements whereby they agreed to settle debt in the amount of $35,473 with Kenmore International S.A. at a price of $1.00 per share for a total share issuance of 35,473 shares of common stock.

As at September 30, 2012 $5,384 was due and payable to a company owned by a prior director of the Company for services provided.

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OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2012

Note 5 – Issuance of shares:

On August 27, 2012, the Company negotiated debt settlements whereby they agreed to settle debt in the amount of $35,473 with Kenmore International S.A. at a price of $1.00 per share for a total share issuance of 35,473 shares of common stock. These shares were issued on September 24, 2012.

As of September 30, 2012, there were a total of 39,177,473 shares issued and outstanding.

Note 6 – Income Taxes:

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At September 30, 2012, deferred tax assets consist of the following by applying the statutory income tax rate of $34%:

Net operating losses	$	43,935
Valuation allowance		(43,935	)
	$	-

At September 30, 2012, the Company had a net operating loss carryforward in the approximate amount of $140,164, available to offset future taxable income through 2032.

Note 7 - New accounting pronouncements:

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company.

Note 8 – Subsequent events:

(a)   On October 3, 2012, the Company entered in to a letter agreement for a Financing Commitment and Credit Facility (the “Financing Agreement”) for the Company with Zentrum Energie Trust AG. (“Zentrum’), whereby Zentrum will provide both debt and equity funds to the Company for investments in assets owned by private operating oil companies.

Under the terms of the Financing Agreement, the first draw is to be an equity placement into the Company by Zentrum of $500,000 by way of the issuance of 200,000 units, each unit consisting of one share of common stock at $2.50 per share, a one year warrant to purchase an additional 200,000 shares of common stock at an exercise price of $3.00 per share and a three year warrant to purchase 200,000 shares of common stock at an exercise price of $3.00 per share.

Further funds may be by way of debt or equity.  Any funds drawn down as debt under the credit facility will have a first security charge on the investments acquired with such funds.

Fees of 8% for equity placements and 3% for debt placements will be deducted on funding.   For any debt converted to equity, a further fee of 5% will be paid by the Company at conversion.

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OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2012

Note 8 – Subsequent events:  (continued)

Zentrum has agreed that the Company may allocate up to ten percent of the funds from debt or equity for general and administrative costs and due diligence costs and any other costs they may approve from time to time.

Zentrum shall further have a first right of refusal on all financings for a period of two years from the execution of the formal agreement.  The final agreement shall provide for registration rights.  Zentrum’s legal counsel is preparing the formal agreements for execution.

(b)   On October 3, 2012, the Board of Directors of the Company appointed Dr. Peter Beck as a Director of the Company.

(c)   On October 4, 2012, Jacqueline Danforth resigned as a Director of the Company.

(d)   On October 11, 2012, Feliciano Tighe resigned as Chief Financial Officer of the Company.

(e)   On October 12, 2012, the Board of Directors appointed Bryan Leonard Cook as Chief Financial Officer of the Company.

(f) On October 15, 2012, the Company entered into a Share Exchange Agreement with Zentrum Energie Trust AG to acquire a 22% interest in CEC North Star Energy Ltd. (“North Star”) from Zentrum which represents approximately 3,100,000 shares of North Star.  North Star’s portfolio of assets contains conventional light sweet oil developments with proven reserves quick cash flow and unconventional long-term heavy oil assets with blue-sky potential of several billions of barrels exploration and developments.  Under the terms of the share exchange agreement, the Company the  shares of North Star in exchange for the issuance of 14,000,000 restricted shares of the Company valued at $4.50 per share for a total acquisition cost of $63,000,000.

Further, the Company is required to reach an agreement with its controlling shareholder, Kenmore Interational S.A. for the return to the treasury of the Company of a total of 31, 942,000 restricted shares of common stock.  The Company has also agreed to effect a forward split of its authorized and  issued and outstanding shares of common stock on the basis of three for one (3-1)  subsequent to the acquisition of North Star.  Zentrum shall have the right to appoint two directors to the Board of the Company subsequent to the Closing.

The transaction is expected to close on or before October 31, 2012 and if closed, will effect a change in control of the Company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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 and 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.  We disclaim 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 generally accepted accounting principles ("GAAP") in the United States of America.  The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, 2011, along with the accompanying notes.  As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Octagon 88 Resources, Inc.

Liquidity

The Company does not have and has not had any revenues since Inception (June 9, 2008) and currently has no means of deriving revenues.  The Company has executed an agreement to acquire shares in an operating oil and gas company however, as the Company will have no direct interest in the operations at this time, the Company is not expected to generate reveues from this acquisition.   However, the Company is reviewing other potential acquisitions to acquire in the oil and gas industry where it will acquire an operating interest which will generate revenue.  The Company cannot currently predict how much funding will be required to acquire other assets. Management anticipates that the Company will need a minimum of $50,000 per annum just to maintain its regulatory filing requirements. Subsequent to the period covered by this report, 0n October 3, 2012, the Company entered in to a letter agreement for a Financing Commitment and Credit Facility (the “Financing Agreement”) for the Company with Zentrum Energie Trust AG. (“Zentrum’), whereby Zentrum will provide both debt and equity funds to the Company for investments in assets owned by private operating oil companies.  Under the terms of the Financing Agreement, the first draw is to be an equity placement into the Company by Zentrum of $500,000 by way of the issuance of 200,000 units, each unit consisting of one share of common stock at $2.50 per share, a one year warrant to purchase an additional 200,000 shares of common stock at an exercise price of $3.00 per share and a three year warrant to purchase 200,000 shares of common stock at an exercise price of $3.00 per share.  Further funds may be by way of debt or equity.  Any funds drawn down as debt under the credit facility will have a first security charge on the investments acquired with such funds.  Fees of 8% for equity placements and 3% for debt placements will be deducted on funding.   For any debt converted to equity, a further fee of 5% will be paid by the Company at conversion.  Zentrum has agreed that the Company may allocate up to ten percent of the funds from debt or equity for general and administrative costs and due diligence costs and any other costs they may approve from time to time.  Zentrum shall further have a first right of refusal on all

14

financings for a period of two years from the execution of the formal agreement.  The final agreement shall provide for registration rights.  Zentrum’s legal counsel is preparing the formal agreements for execution.   This financing will give the Company sufficient funding to pay its ongoing expenses for reporting and to identify and acquire further acquisitions.   The Company is awaiting final definitive agreements which it expects to execute by October 31, 2012.

At September 30, 2012, we had total current assets of $5,783 comprised solely of cash, as compared to $355 as at June 30, 2012. We expect to incur continuing costs in the forthcoming year for routine maintenance and for sourcing potential acquisitions. Our current liabilities were $19,587 as at September 30, 2012, compared to $38,690 on June 30, 2012. We do not currently  have sufficient funds to pay our current bills as they become due, however we expect to have sufficient funding with the closing of our financing agreement with Zentrum detailed above. , However, there can be no guarantee that such funding will be available when needed.

We do expect to incur certain costs associated with the identification and acquisition of interests in new oil and/or gas properties.  On October 15, 2012, the Company entered into a Share Exchange Agreement with Zentrum Energie Trust AG to acquire a 22% interest in CEC North Star Energy Ltd. (“North Star”) from Zentrum which represents approximately 3,100,000 shares of North Star.  North Star’s portfolio of assets contains conventional light sweet oil developments with proven reserves quick cash flow and unconventional long-term heavy oil assets with blue-sky potential of several billions of barrels exploration and developments.  Under the terms of the share exchange agreement, the Company the  shares of North Star in exchange for the issuance of 14,000,000 restricted shares of the Company valued at $4.50 per share for a total acquisition cost of $63,000,000.  As this acquisition does not require cash but is being acquired for shares, we will have funds available from the Zentrum financing to acquire other assets.

During the period ended September 30, 2012, the Company received cash in the amount of $11,914 with $6,000 from a shareholder and $5,914 from an unrelated third party to fund completion of the audit and payment of outstanding fees. Further, the Company entered into a debt settlement agreement to settle an amount of $35,473 of outstanding related party loans by the issuance of shares.

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 any future exploration and/or development 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 stockholder.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of operations:

The Company had no revenues during the three months ended September 30, 2012 and has not had any revenue since inception.

During the three months ended September 30, 2012, we incurred a net loss of $10,942, compared to a loss of $4,288 for the three months ended September 30, 2011. The increase in losses over the period is related to an increase in professional fees for SEC filings and in audit fees related thereto.  The majority of the costs in the current period were associated with routine operations and maintenance of the Company both in the periods ended September 30, 2012 and 2011.

We expect to continue to incur operating losses until such time as we can identify and close a revenue producting acquisition and perhaps beyond then if the acquisition is not revenue producing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

15

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 September 30, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

16

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

No legal proceedings are currently pending or threatened to the best of our knowledge.

ITEM 1A.  RISK FACTORS

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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

There were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

On October 3, 2012, the Board of Directors of the Company appointed Dr. Peter Beck as a Director of the Company.  On October 4, 2012, Jacqueline Danforth resigned as a Director of the Company.  On October 11, 2012, Feliciano Tighe resigned as Chief Financial Officer of the Company.  On October 12, 2012, the Board of Directors appointed Bryan Leonard Cook as Chief Financial Officer of the Company.

On October 15, 2012, the Company entered into a Share Exchange Agreement with Zentrum Energie Trust AG to acquire a 22% interest in CEC North Star Energy Ltd. (“North Star”) from Zentrum which represents approximately 3,100,000 shares of North Star.  North Star’s portfolio of assets contains conventional light sweet oil developments with proven reserves quick cash flow and unconventional long-term heavy oil assets with blue-sky potential of several billions of barrels exploration and developments.  Under the terms of the share exchange agreement, the Company the  shares of North Star in exchange for the issuance of 14,000,000 restricted shares of the Company valued at $4.50 per share for a total acquisition cost of $63,000,000.

Further, the Company is required to reach an agreement with its controlling shareholder, Kenmore Interational S.A. for the return to the treasury of the Company of a total of 31, 942,000 restricted shares of common stock.  The Company has also agreed to effect a forward split of its authorized and  issued and outstanding shares of common stock on the basis of three for one (3-1)  subsequent to the acquisition of North Star.  Zentrum shall have the right to appoint two directors to the Board of the Company subsequent to the Closing.  The transaction is expected to close on or before October 31, 2012 and if closed, will effect a change in control of the Company.

17

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
10.1	Farm-In Agreement dated June 10, 2008, and addendum thereto dated Septembe r 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
10.2	Financing Commitment between the Company and Zentrum Energie Trust AG.	Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on October 4, 2012
10.3	Acquisition Agreement between the Company and Zentrum Energie Trust AG dated October 15, 2012	Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on October 15, 2012
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
32.1	Certification – Principal Executive Officer 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 – Principal Financial Officer 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

18

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:	November 14, 2012	By:	/s/ Feliciano Tighe
		Name:	Feliciano Tighe
		Title:	President, Chief Executive Officer (Principal Executive Officer), Secretary  and Director
Date:	November 14, 2012	By:	/s/ Bryan Cook
		Name:	Bryan Cook
		Title:	Chief Financial Officer (Principal Financial Officer

19

EX-31.1

Exhibit 31.1    

OFFICER’S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Feliciano Tighe, certify that:

1.           I have reviewed this Quarterly Report of Octagon 88 Resources, Inc. on Form 10-Q;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 14, 2012

/s/ Feliciano Tighe                                      

Feliciano Tighe

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2    

OFFICER’S CERTIFICATE PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bryan Cook, certify that:

1.           I have reviewed this Quarterly Report of Octagon 88 Resources, Inc. on Form 10-Q;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 14, 2012

/s/Bryan Cook                                     

Bryan Cook

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32

OCTAGON 88 RESOURCES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Octagon 88 Resources, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Feliciano Tighe as Chief Executive Officer, President, Treasurer and Secretary (Principal Executive Officer) of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2012	By:	/s/ Feliciano Tighe
	Name:	Feliciano Tighe
	Title:	President, Chief Executive Officer, Secretary, Treasurer, Director (Principal Executive Officer)

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

EX-32.2

EXHIBIT 32

OCTAGON 88 RESOURCES, INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Octagon 88 Resources, Inc. (the “Company”) on Form 10-Q for the three months ended September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bryan Cook as Chief Financial Officer (Principal Financial Officer) of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2012	By:	/s/ Bryan Cook
	Name:	Bryan Cook
	Title:	Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)

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Related Party Transactions

3 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

Note 4 – Related party transactions:

During the period ended September 30, 2012, Kenmore International S.A. further advanced $6,000 to the Company for professional fees including legal fees, consulting fees and accounting fees paid on our behalf.

On August 27, 2012, the Company negotiated debt settlements whereby they agreed to settle debt in the amount of $35,473 with Kenmore International S.A. at a price of $1.00 per share for a total share issuance of 35,473 shares of common stock.

As at September 30, 2012 $5,384 was due and payable to a company owned by a prior director of the Company for services provided.

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Oil and Gas Properties

3 Months Ended

Sep. 30, 2012

Extractive Industries [Abstract]

Oil and Gas Properties

Note 3 – Oil and gas properties:

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”) held by Unitech. The Farm-in Letter Agreement required that we pay 100% of all costs associated with drilling, re-completing, and testing, and thereafter both Parties would pay their respective 50% share of any go-forward costs.

During 2008, we paid Unitech $15,000 for our 50% working interest in the Lease, which amount was recorded on our balance sheet as Undeveloped, Unproven property.

During September 2008, we amended the Farm-in Letter Agreement to require that we 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.  During June, 2010 the lease lapsed due to failure of the Company to expend the required exploration expenses.  All associated costs in the amount of $15,000 recorded on the asset as undeveloped, unproven property were written off.   Management is currently reviewing other properties which they feel have merit and hope to acquire properties before the end of 2012.

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Balance Sheets (Unaudited) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Current
Cash	$ 5,783	$ 355
Total assets	5,783	355
Current
Accounts payable and accrued liabilities	8,289	2,749
Accounts payable, related parties	5,384	35,941
Advances payable	5,914
Total current liabilities:	19,587	38,690
STOCKHOLDERS EQUITY
Common stock, $0.0001 par value, 400,000,000 authorized, 39,177,473 and 39,142,000 shares issued and outstanding as at September 30, 2012 and June 30, 2012, respectively	3,918	3,914
Additional Paid-in Capital	135,815	100,346
(Deficit) accumulated during the development stage	(153,537)	(142,595)
Total stockholders equity	(13,804)	(38,335)
Total liabilities and stockholders equity	$ 5,783	$ 355

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Organization and Significant Accounting Policies

3 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Significant Accounting Policies

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 Switzerland.  We intend to operate in the U.S. and Canada.  We use June 30 as a fiscal year for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.  We currently do not hold any exploration-related assets, having let our agreement with our oil and gas leases expire.  We are reviewing various oil and gas assets for acquisition.

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 various oil and gas acquisitions and sources of capital.  In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - Our accounting and reporting policies 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 - 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 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.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:	Quoted prices in active markets for identical assets or liabilities.
Level 2	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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

a. 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.

b. 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.

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

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

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

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.  No impairments of long-lived assets occurred during the years ended September 30, 2012 and 2011.

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 Codification 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.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded.

Net income per share of common stock – We have adopted applicable FASB Codification 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.  At September 30, 2012 and 2011, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

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Subsequent Events (Details Narrative) (USD $)	Oct. 15, 2012	Oct. 03, 2012
Subsequent Events [Abstract]
First Draw Down, amount		$ 500,000
Number of units to be issued		200,000
Number of shares of common stock per Unit		1
Price per share, Common stock		$ 2.50
Number of One Year Warrants per Unit		1
Number of One Year share purchase warrants, total		200,000
Exercise Price per Share, One Year Warrants		$ 3.00
Number of Three Year Warrants per Unit		1
Number of Three Year share purchase warrants, total		200,000
Exercise Price per Share, Three Year Warrants		$ 3.00
Fee for equity placement, percent		8.00%
Fee for debt placement, percent		3.00%
Fee payable on debt converted to equity, percent		5.00%
Percent funds recieved to be allocted to general and administrative costs		1000.00%
Term of First Right of Refusal on financings, in years		2
Percent interest CEC North Star acquired	22.00%
Number of shares of CEC North Star acquired	3,100,000
Number of restricted shares issued for acquisition	14,000,000
Value per share	$ 4.50
Acquisition Cost, Value	$ 63,000,000
Shares to return to treasury by controlling shareholder	31,942,000
Ratio forward split for each share held	3
Number of directors to be appointed to board on closing	2

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Going Concern

3 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2 – Going concern:

As at September 30, 2012, we are not currently engaged in an operating business, we 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 allowed our oil and gas assets to lapse without any exploration activities being undertaken.  We are currently seeking other acquisitions of oil and gas assets.  Further, we are currently working on raising capital to fund operations and for acquisitions. There is no assurance that such efforts will succeed and we will raise any funds or that we will be able to acquire any assets of merit.

From inception through September 30, 2012, we had incurred operating losses of approximately $153,537, of which approximately $100,277 represented actual cash losses.  At September 30, 2012, our cash on hand was $5,783.

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.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	39,177,473	39,142,000

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Oil and Gas Properties (Details Narrative) (USD $)	1 Months Ended	12 Months Ended
	Jun. 30, 2008	Jun. 30, 2010	Jun. 10, 2008
Notes to Financial Statements
Working interest acquired			50.00%
Portion of costs allocated to the Company under Farm-in Agreement			100.00%
Portion of costs allocated to Company after Drilling, Testing and Completion			50.00%
Payment to acquire working interest	$ 15,000
Minimum spending requirement by June 14, 2010		30,000
Loss on undeveloped, unproven properties		$ 15,000

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Document and Entity Information	3 Months Ended
	Sep. 30, 2012	Oct. 19, 2012
Document And Entity Information
Entity Registrant Name	Octagon 88 Resources, Inc.
Entity Central Index Key	0001444837
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		39,177,473
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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Related Party Transactions (Details Narrative) (USD $)	Sep. 30, 2012	Sep. 24, 2012	Aug. 27, 2012	Jun. 30, 2012
Transactions with Kenmore International S.A
Advances received in period	$ 6,000
Amount due to controlling shareholder, settled by shares			35,473
Price per share			$ 1.00
Number of shares issued to controlling shareholder		35,473
Accounts payable, related parties	$ 5,384			$ 35,941

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Statements of Operations (Unaudited) (USD $)	3 Months Ended		52 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Income Statement [Abstract]
Revenues
General and administrative expenses:
Services contributed by officers			13,200
Professional fees	10,784	3,667	114,406
Loss on undeveloped, unproven properties			15,000
Other general and administrative expenses	158	621	10,931
Total operating expenses	10,942	4,288	153,537
(Loss) from operations	(10,942)	(4,288)	(153,537)
(Loss) before taxes	(10,942)	(4,288)	(153,537)
Provision (credit) for taxes on income:
Net (loss)	$ (10,942)	$ (4,288)	$ (153,537)
Basic earnings (loss) per common share	$ 0.00	$ 0.00
Weighted average number of shares outstanding	39,155,110	39,142,000

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New Accounting Pronoucements

3 Months Ended

Sep. 30, 2012

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

Note 7 - New accounting pronouncements:

The Financial Accounting Standards Board (“FASB”) periodically issues new accounting standards in a continuing effort to improve standards of financial accounting and reporting. The Company has reviewed the recently issued pronouncements and concluded that there are no new accounting standards are applicable to the Company.

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Income Taxes

3 Months Ended

Sep. 30, 2012

Schedule of Investments [Abstract]

Federal Income Tax

Note 6- Income taxes:

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

At September 30, 2012, deferred tax assets consist of the following by applying the statutory income tax rate of $34%:

Net operating losses	$	43,935
Valuation allowance		(43,935	)
	$	-

At September 30, 2012, the Company had a net operating loss carryforward in the approximate amount of $140,164, available to offset future taxable income through 2032.

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Issuance of Shares (Details Narrative) (USD $)	Sep. 30, 2012	Sep. 24, 2012	Aug. 27, 2012	Jun. 30, 2012
Notes to Financial Statements
Amount due to controlling shareholder, settled by shares			$ 35,473
Price per share			$ 1.00
Number of shares issued to controlling shareholder		35,473
Common stock, shares issued	39,177,473			39,142,000

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Federal Income Tax (Tables)

3 Months Ended

Sep. 30, 2012

Schedule of Investments [Abstract]

Schedule of Deferred Tax Assets

Net operating losses	$	43,935
Valuation allowance		(43,935	)
	$	-

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Subsequent Events

3 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent events:

(a) On October 3, 2012, the Company entered in to a letter agreement for a Financing Commitment and Credit Facility (the “Financing Agreement”) for the Company with Zentrum Energie Trust AG. (“Zentrum’), whereby Zentrum will provide both debt and equity funds to the Company for investments in assets owned by private operating oil companies.

Under the terms of the Financing Agreement, the first draw is to be an equity placement into the Company by Zentrum of $500,000 by way of the issuance of 200,000 units, each unit consisting of one share of common stock at $2.50 per share, a one year warrant to purchase an additional 200,000 shares of common stock at an exercise price of $3.00 per share and a three year warrant to purchase 200,000 shares of common stock at an exercise price of $3.00 per share.

Further funds may be by way of debt or equity. Any funds drawn down as debt under the credit facility will have a first security charge on the investments acquired with such funds.

Fees of 8% for equity placements and 3% for debt placements will be deducted on funding. For any debt converted to equity, a further fee of 5% will be paid by the Company at conversion.

Zentrum has agreed that the Company may allocate up to ten percent of the funds from debt or equity for general and administrative costs and due diligence costs and any other costs they may approve from time to time.

Zentrum shall further have a first right of refusal on all financings for a period of two years from the execution of the formal agreement. The final agreement shall provide for registration rights. Zentrum’s legal counsel is preparing the formal agreements for execution.

(b) On October 3, 2012, the Board of Directors of the Company appointed Dr. Peter Beck as a Director of the Company.

(c) On October 4, 2012, Jacqueline Danforth resigned as a Director of the Company.

(d) On October 11, 2012, Feliciano Tighe resigned as Chief Financial Officer of the Company.

(e) On October 12, 2012, the Board of Directors appointed Bryan Leonard Cook as Chief Financial Officer of the Company.

(f) On October 15, 2012, the Company entered into a Share Exchange Agreement with Zentrum Energie Trust AG to acquire a 22% interest in CEC North Star Energy Ltd. (“North Star”) from Zentrum which represents approximately 3,100,000 shares of North Star. North Star’s portfolio of assets contains conventional light sweet oil developments with proven reserves quick cash flow and unconventional long-term heavy oil assets with blue-sky potential of several billions of barrels exploration and developments. Under the terms of the share exchange agreement, the Company the shares of North Star in exchange for the issuance of 14,000,000 restricted shares of the Company valued at $4.50 per share for a total acquisition cost of $63,000,000.

Further, the Company is required to reach an agreement with its controlling shareholder, Kenmore Interational S.A. for the return to the treasury of the Company of a total of 31, 942,000 restricted shares of common stock. The Company has also agreed to effect a forward split of its authorized and issued and outstanding shares of common stock on the basis of three for one (3-1) subsequent to the acquisition of North Star. Zentrum shall have the right to appoint two directors to the Board of the Company subsequent to the Closing.

The transaction is expected to close on or before October 31, 2012 and if closed, will effect a change in control of the Company.

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Organization and Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and nature of business

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 Switzerland.  We intend to operate in the U.S. and Canada.  We use June 30 as a fiscal year for financial reporting purposes.

We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets.  We currently do not hold any exploration-related assets, having let our agreement with our oil and gas leases expire.  We are reviewing various oil and gas assets for acquisition.

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 various oil and gas acquisitions and sources of capital.  In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of Presentation

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

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

Cash and cash equivalents - 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

Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash 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.

The FASB Codification clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:

Level 1:	Quoted prices in active markets for identical assets or liabilities.
Level 2	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
Level 3:	Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Oil and gas properties

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

a. 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.

b. 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.

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

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

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

Other long-lived assets

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.  No impairments of long-lived assets occurred during the period ended September 30, 2012 and 2011.

Federal income taxes

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 Codification 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.

We have analyzed filing positions in all of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions.  We are not currently under examination by the Internal Revenue Service or any other jurisdiction.  We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material adverse effect on our financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded.

Net income per share of common stock

Net income per share of common stock – We have adopted applicable FASB Codification 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.  At September 30, 2012 and 2011, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

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Going Concern (Details Narrative) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Notes to Financial Statements
Operating losses	$ 153,537
Cash losses	100,277
Cash	$ 5,783	$ 355

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Federal Income Tax (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2012
Notes to Financial Statements
Statutory income tax rate	34.00%
Non-Capital Losses	$ 140,164
Year by which loss carryforwards expire	2032

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Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		52 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Cash flows from operating activities:
Net (loss)	$ (10,942)	$ (4,288)	$ (153,537)
Adjustments to reconcile net (loss) to cash provided (used) by development stage activities:
Services contributed by officers			13,200
Loss on undeveloped, unproven properties			15,000
Changes in current assets and liabilities:
Prepaid expense		(6,131)
Accounts payable, trade	5,540	378	8,289
Accounts payable, related parties	4,916	10,000	40,857
Net cash used in operating activities	(486)	(41)	(76,191)
Cash flows from investing activities:
Acquisition of undeveloped, unproved properties			(15,000)
Net cash flows from investing activities			(15,000)
Cash flows from financing activities:
Proceeds from sale of common stock			106,060
Less, Applicable offering costs			(15,000)
Advances payable	5,914		5,914
Net cash flows from financing activities	5,914		96,974
Net cash flows	5,428	(41)	5,783
Cash and equivalent, beginning of period	355	524
Cash and equivalent, end of period	5,783	483	5,783
Supplemental cash flow disclosures:
Cash paid for Interest
Cash paid for income taxes
Stock paid to settle debt	$ 35,473		$ 35,473

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Issuance of Shares

3 Months Ended

Sep. 30, 2012

Equity [Abstract]

Issuance of Shares

Note 5 – Issuance of shares:

On August 27, 2012, the Company negotiated debt settlements whereby they agreed to settle debt in the amount of $35,473 with Kenmore International S.A. at a price of $1.00 per share for a total share issuance of 35,473 shares of common stock. These shares were issued on September 24, 2012.

As of September 30, 2012, there were a total of 39,177,473 shares issued and outstanding.

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Federal Income Tax - Schedule of Deferred Tax Assets (Details) (USD $)	Sep. 30, 2012
Notes to Financial Statements
Net Operating Losses	$ 43,935
Less: Valuation allowance	(43,935)
total	$ 0