10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2014
[  ]  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.)
Hochwachtstrasse 4, Steinhausen, CH	6312
(Address of principal executive offices)	(Zip Code)
(41) 79 237-6218
(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 [  ]  No [X]

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 [ ]  No [X]

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

26,932,342 shares of common stock outstanding as of May 8, 2014

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

1

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of Octagon 88 Resources Inc. for the nine month period ended March 31, 2014 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.

This Amendment No. 1 to the Form 10-Q speaks as of the filing date of  the Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the  filing date, and does not modify or update in any way disclosures made in the Form 10-Q as filed on May 20, 2014.

2

ITEM 6. EXHIBITS

The following exhibits are filed as part of this Quarterly Report:

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	Agency Agreement between the Company and DVB	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
10.2	Form of Securities Purchase Agreement	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
10.3	Form of Warrant	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on February 7, 2014.
31.1	Section 302 Certification - Principal Executive Officer	Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
31.2	Section 302 Certification - Principal Financial Officer	Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer	Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Financial Officer	Incorporated by reference to the Form 10-Q filed with the SEC on May 20, 2014.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	*
101.DEF	XBRL Taxonomy Extension Definition Linkbase	*
101.INS	XBRL Instance Document	*
101.LAB	XBRL Taxonomy Extension Label Linkbase	*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	*
101.SCH	XBRL Taxonomy Extension Schema	*

*Filed herewith.  Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	OCTAGON 88 RESOURCES, INC.
Date: June 12, 2014	By:	/s/ Guido Hilekes
		Guido Hilekes
		Chief Executive Officer (Principal Executive Officer), President and Director
Date: June 12, 2014	By:	/s/ Bryan Cook
		Bryan Cook
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer, and Director

4

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Summarize information concerning stock options (Details)	Stock Options	Weighted Average Grant Date Fair Value
Unvested at Jun. 30, 2013	0	0
Granted	1,500,000	6
Vested	(500,000)	6
Forfeited	0	6
Unvested at Mar. 31, 2014	1,000,000	6

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Financing Agreement (Details Narrative) (USD $)	Mar. 31, 2014	Jan. 31, 2014	Dec. 31, 2013	Oct. 03, 2013	Oct. 03, 2012
Financing Agreement As Follows:
Financing agreement, gross amount CAD					$ 2,500,000
Financing agreement, gross amount USD					2,337,130
First Draw Down, amount for conversion to equity					500,000
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
Term of warrant, 1					1
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
Term of warrant, 2					3
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					10.00%
Term of First Right of Refusal on financings, in years					2
Investor deposit			50,000
Total proceeds from Zentrum			701,515
Advance to CEC North Star			483,639
Advance to CEC North Star (CDN)			500,000
Subscription amount, Zentrum			500,000
Warrant exercise amount, Zentrum			151,515	151,515
Number of units to be issued, equity placement			200,000
Shares issuable, warrant exercise			50,505	50,505
Warrants expired				149,495
Cash value, Fee for equity placement			40,000
Funds received fees	40,000
Stock purchase warrants		6,818
Pay to DVB cash consideration		$ 60,000

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Schedule of Warrants Outstanding (Tables)

9 Months Ended

Mar. 31, 2014

Schedule of Warrants Outstanding

Schedule of Warrants Outstanding

As at March 31, 2014, the Company had the following warrants outstanding:

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at June 30, 2013		Issued		Exercised		Expired		Outstanding at March 31, 2014
$	3	October 3, 2013		0		-		200,000		50,505		149,495		0
$	3	October 3, 2016		2.51		-		200,000		-		-		200,000
$	6.50	February 8, 2016		1.86		-		6,818		-		-		6,818
				2.49		-		406,818		50,505		149,495		206,818

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Summarize information warrants outstanding (Details)	Mar. 31, 2014
Weighted Average Remaining Contractual Life (Years)
Warrants outstanding	0
Warrants outstanding	2.51
Warrants outstanding	1.86
Total average remaining contractual life	2.49
Outstanding at June 30, 2013
Total Warrants Outstanding	0
Issued
Warrants outstanding	200,000
Warrants outstanding	200,000
Warrants outstanding	6,818
Total Warrants Issued	406,818
Exercised
Warrants outstanding	50,505
Total Warrants Exercised	50,505
Expired
Warrants outstanding	149,495
Total Warrants Expired	149,495
Outstanding at March 31, 2014
Warrants outstanding	0
Warrants outstanding	200,000
Warrants outstanding	6,818
Total Warrants Outstanding	206,818

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Issuance of Shares (Details) (USD $)	Mar. 31, 2014	Feb. 11, 2014	Jan. 14, 2014	Jan. 24, 2013	Dec. 24, 2012	Dec. 21, 2012	Sep. 24, 2012	Aug. 27, 2012
Capital Stock Transactions:
Amount due to controlling shareholder, settled by shares								$ 35,473
Price per share								$ 1.00
Number of shares issued to controlling shareholder							35,473
Shares to return to treasury by controlling shareholder					31,942,000
Number of restricted shares issued for acquisition		5,310,000		5,310,000		14,000,000
Value per share		$ 3.30		$ 3.30		$ 3.15
Acquisition Cost, Value		$ 17,523,000		$ 17,523,000		$ 44,100,000
Common stock, shares issued		136,364	250,505
Price per share, Common stock		$ 5.50
Warrants exercisable price per share		$ 6.50
Shares issued and outstanding	26,932,342

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Mineral rights agreement

9 Months Ended

Mar. 31, 2014

Mineral rights agreement

Mineral rights agreement

Note 4 – Mineral rights agreement

On January 22, 2013, the Company entered into an acquisition of mineral rights agreement with Zentrum (the “Mineral Rights Agreement”). Under the terms of the Mineral Rights Agreement the Company has the right to acquire certain interests in the Mineral Rights known as the Trout Properties.  The Trout Properties are comprised of certain oil and gas leases as detailed below:

Section 9 -89 R3W5	Alberta Crown P&NG Expiry: August, 2016
Sections 3,4,5 89R3W5	Alberta Crown Oil Sands Development Lease No. 7408100382 Expiry: July, 2017

On February 13, 2014, Company and Zentrum entered into a further letter agreement amending and restating the terms of the original Mineral Rights Agreement of January 22, 2013, so that the following terms and conditions were adopted:

· Octagon and Zentrum will enter into a formal Farm-in and Operating Agreement;

· Octagon will have the right to earn a fifty percent (50%) working interest in the Trout Properties;

· A 3% Royalty of Gross Monthly Production to be paid to Zentrum;

· Octagon will pay fifty percent (50%) of the drilling and completion costs of the first production well to be drilled on the Trout Properties at such location as may be agreed between the parties (the "Well");

· Within six months of the successful completion and production of the Well, Octagon will pay to Zentrum a cash payment in the amount of$1,250,000;

The Company has received a preliminary budget for the drilling of the initial exploration well on the Trout property with costs estimated to be $1,500,000 Canadian dollars (USD $1,356,470), plus or minus 20 percent for seasonal adjustments including weather, rig and crew availability.  We anticipate making a drawdown of funds in order to meet our 50% obligation under the financing agreement as more particularly described in Note 5 below in order to finance costs associated with this initial well.

During the nine month period ended March 31, 2014, the Company expended $30,706 on the Trout property.  The Company is awaiting provision of the Formal Farm-In and Operating Agreements from Zentrum as at the date of this report.

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Income taxes (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Income taxes deferrred taxes:
Operating loss carry-forwards	$ 1,490,924
Deferred tax assets	506,914
Increase, valuation allowance	$ 268,493	$ 12,812

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Changes in the fair value of these investments were as follows (Details) (Changes in the fair value of these investments, USD $)	Changes in the fair value of these investments USD ($)
Balance at Jun. 30, 2012	$ 44,100,000
Issue 14,000,000 restricted shares of the Company at market value	44,100,000
Issue 5,310,000 restricted shares of the Company at market value	17,523,000
Total	61,623,000
Equity (loss) income on long-term investment in North Star accounted for under the equity method	(468,869)
Balance at Jun. 30, 2013	61,154,131
Equity (loss) income on long-term investment in North Star accounted for under the equity method	(430,340)
Cash payment to acquire 13,158 units	483,639
Balance at Mar. 31, 2014	$ 61,207,430

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Investment in CEC North Star Energy Ltd. (Details) (USD $)	Mar. 31, 2014	Dec. 24, 2013	Oct. 03, 2013	Jan. 24, 2013	Dec. 24, 2012	Dec. 21, 2012
Investments, All Other Investments:
Number of shares of CEC North Star acquired	1,410,000	3,100,000	13,158	1,410,000	3,100,000
Percent interest CEC North Star acquired	10.00%	22.00%		10.00%	22.00%
Number of restricted shares issued for acquisition	5,310,000			5,310,000		14,000,000
Number North Star Shareholders from which shares acquired	3			3
Value per share	$ 3.30			$ 3.30		$ 3.15
Investment value	$ 61,623,000		$ 483,639	$ 17,523,000		$ 44,100,000
Investment value, CAD			500,000
Equity in net investee assets, Company share	45,047,643	30,764,329		14,283,314	30,764,329
Equity Method Goodwill recorded on acquisition	$ 16,575,357	$ 13,335,671		$ 3,239,686	$ 13,335,671
Dilution to current investment interest	30.60%
Holds Percentage of shares of North Star after acquisition	30.60%
Shares to return to treasury by controlling shareholder		31,942,000			31,942,000
Number common shares per Unit			1
Price per Unit			$ 38
Number share purchase warrants per Unit			1
Term of warrant, years			2
Warrant exercise price year 1			$ 58
Warrant exercise price year 2			$ 76

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Subsequent events transactions (Details) (USD $)	Apr. 28, 2014
Subsequent events transactions
Granted share purchase warrants	70,000
Warrants exercisable per share	$ 5.50
Granted share purchase warrants	250,000
Warrants exercisable per share	$ 5.50
Granted share purchase warrants	50,000
Warrants exercisable per share	$ 5.50

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Summarized financial information with respect to North Star as follows (Details) (USD $)	Mar. 31, 2014	Jun. 30, 2013	Jan. 24, 2013	Dec. 21, 2012
Summarized financial information with respect to North Star as follows:
Current assets	$ 1,799,269	$ 243,444	$ 39,117	$ 110,884
Property, and other assets, net	135,514,750	138,485,834	145,357,735	144,911,963
Total assets	137,314,019	138,729,278	145,396,852	145,022,847
Current liabilities	733,080	1,872,548	246,398	209,719
Long-term debt and other liabilities	0	2,376,250	2,515,750	2,508,250
Equity	136,580,939	134,480,480	142,634,704	142,304,878
Total liabilities and equity	$ 137,314,019	$ 138,729,278	$ 145,396,852	$ 145,022,847

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Summarized financial information with respect to North Star during the period (Details) (USD $)	3 Months Ended		9 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013
Summarized financial information with respect to North Star during the period
Net Revenues	$ 0	$ 0	$ 0	$ 0
Operating expenses	859,959	0	1,388,004	0
Operating loss	(859,959)	(57,633)	(1,388,004)	(57,633)
Interest expenses	(754)	0	(2,049)	0
Net loss	$ (860,713)	$ (57,633)	$ (1,390,053)	$ (57,633)

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Investment in CEC North Star Energy Ltd.

9 Months Ended

Mar. 31, 2014

Summarized financial information with respect to North Star accounted for using the equity method as follows

Investment in CEC North Star Energy Ltd.

Note 3 – Investment in CEC North Star Energy Ltd.:

On October 15, 2012, we entered into a share purchase agreement with Zentrum Energie Trust AG (“Zentrum”) (the “Share Purchase Agreement”), which closed on December 24, 2012 whereby we acquired a total of 3,100,000 common shares in the capital stock of CEC North Star Energy Ltd. (“North Star”) from Zentrum, representing approximately 22% of the issued and outstanding shares of North Star.  Our President and Director, Mr. Guido Hilekes who joined our Board of Directors on January 29, 2013, following the consummation of the transactions discussed below, is also President and a member of the Board of Directors of North Star and the sole officer, director and controlling shareholder of Zentrum.  Feliciano Tighe, our Secretary and a member of our Board of Directors is an administrative consultant to North Star.  The CEO of North Star is an advisor to Zentrum, and Zentrum provides financing for both our Company and North Star.  Pursuant to the requirements for closing, on December 21, 2012, the Company issued a total of 14,000,000 restricted shares of the Company to Zentrum based on the market price of our stock on the date of issue at $3.15 per share, for a total investment cost of $44,100,000.  As at the date of the transaction the Company determined the market value of the Company’s common stock to be the most reliable measurement as to the fair value of the investment, and in accordance with ASC 323-10 recorded $30,764,329 relative to the purchase price assigned to the Company’s acquired share of the underlying net assets and liabilities of North Star as to the Company’s 22% interest, and a further amount of $13,335,671 as equity method goodwill, on the Company’s balance sheet.

Further, to close the transaction, the Company was required to negotiate terms with its then controlling shareholder, Kenmore International S.A. (“Kenmore”) for the return to treasury of no less than 31,942,000 shares of the common stock of the Company controlled by Kenmore.  Kenmore agreed to return the 31,942,000 shares which, prior to the acquisition of the ownership interest in North Star, had nominal value, in order to facilitate the consummation of the Company’s acquisition of a significant interest in North Star and create value in the 100,000 shares of the Company it retained.  Kenmore was also a minority shareholder of North Star at the time of the transaction.  On December 21, 2012, the Company returned to the transfer agent, for cancellation effective December 24, 2012, a total of 31,942,000 shares of the Company, at par value, issued in the name of 888333333 Holdings Ltd., a company of which Kenmore was the sole shareholder.  There is no relationship between Zentrum, our current controlling shareholder, and Kenmore, the Company’s former controlling shareholder, other than the fact they were both shareholders of North Star and the Company.

On January 24, 2013, the Company entered into a further share purchase agreement with three independent shareholders of North Star whereby the Company acquired 1,410,000 common shares in the capital stock of North Star (the “Share Purchase Agreement”). Under the terms of the Share Purchase Agreement, the Company issued a total of 5,310,000 shares of the Company’s common stock at a deemed price of $3.30 per share, which was the lowest bid price of the Company’s stock on the date of issuance, for a total investment cost of $17,523,000 in exchange for the 1,410,000 common shares of North Star. As at the date of the transaction the Company determined the market value of the Company’s common stock to be the most reliable measurement as to the fair value of the investment, and in accordance with ASC 323-10 recorded $14,283,314 relative to the purchase price assigned to the Company’s acquired share of the underlying net assets and liabilities of North Star as to the Company’s additional 10% interest, and a further amount of $3,239,686 as equity method goodwill, on the Company’s balance sheet.

The Company has recorded its initial investments in North Star at cost based on the market value of the Company’s shares which were issued to acquire its equity interests for a total of $61,623,000.  As detailed above, the cumulative excess value of $16,575,357 over the net asset value of the Company’s ownership interest in North Star totaling $45,047,643 as at the dates of acquisition of the Company’s initial equity interests was attributed at the respective acquisition dates to equity method goodwill. Thereafter, the Company has used the actual cash value paid for additional North Star shares acquired as its cost base for further interests acquired. North Star is a private company with no quoted market price for its shares. The Company has no obligation to provide financial support to North Star.  The Company anticipates that as North Star continues to finance its planned operations by way of equity offerings, considers further incentivizing its management team by the grant of additional stock options, or pursues the acquisition of additional resource based interests by way of equity based consideration the Company may experience dilution to our current investment interest of 30.6%. While we plan to consider further equity investments in North Star as they progress their operating plan and equity investment opportunities become available, there is no guarantee we will be able to maintain our current equity ownership percentage.

On October 3,2013, the Company funded $483,639 (CAD$500,000) cash consideration to North Star by way of a private placement subscription for a total of 13,158 units of North Star, each unit consisting of one common share of North Star at the price of $38CDN, and one two year warrant to acquire a common share of North Star at an exercise price of: (i) $58CDN per common share of North Star if exercised prior to September 30, 2014; or (ii) $76CDN per common share of North Star if exercised any time on or between September 30, 2014 and the expiry date.

As of March 31, 2014, the Company currently holds 30.6% of the shares of North Star after this acquisition. We account for this investment applying the Equity Method (APB No. 18).

The changes in the fair value of these investments were as follows:

Balance as of June 30, 2012
Contributions
Issue 14,000,000 restricted shares of the Company at market value	$	44,100,000
Issue 5,310,000 restricted shares of the Company at market value		17,523,000
Total		61,623,000
Equity (loss) income on long-term investment in North Star accounted for under the equity method		(468,869	)
Balance as of June 30, 2013	$	61,154,131
Cash payment to acquire 13,158 units		483,639
Equity (loss) income on long-term investment in North Star accounted for under the equity method		(430,340	)
Balance as of March 31, 2014	$	61,207,430

The underlying equity in the net assets of North Star as to the Company’s 30.6% ownership as of March 31, 2014 totals $41,474,127 and as to the Company’s 31.4% ownership as at June 30, 2013 totals $43,033,754.

Summarized financial information with respect to North Star accounted for using the equity method as of and for the nine month period ended March 31, 2014, as of and for the fiscal year ended June 30, 2013 and as of the acquisition dates were as follows:

	At March 31, 2014		At June 30, 2013		At January 24, 2013		At December 21, 2012
Current assets	$	1,799,269	$	243,444	$	39,117	$	110,884
Property, and other assets, net		135,514,750		138,485,834		145,357,735		144,911,963
Total assets	$	137,314,019	$	138,729,278	$	145,396,852	$	145,022,847
Current liabilities	$	733,080	$	1,872,548	$	246,398	$	209,719
Long-term debt and other liabilities		-		2,376,250		2,515,750		2,508,250
Equity		136,580,939		134,480,480		142,634,704		142,304,878
Total liabilities and equity	$	137,314,019	$	138,729,278	$	145,396,852	$	145,022,847

		Three months ended March 31,						Nine months ended March 31,
		2014			2013			2014			2013
Net Revenues	$	-		$	-		$	-		$	-
Operating expenses		859,959						1,388,004
Operating loss		(859,959	)		(57,633	)		(1,388,004	)		(57,633	)
Interest expenses		(754	)		-			(2,049	)		-
Net loss	$	(860,713	)	$	(57,633	)		(1,390,053	)		(57,633	)

As at the fiscal year ended June 30, 2013, the Company undertook a review of the carrying value of its investment in North Star in order to test for impairment considering the guidance in ASC 820 and ASC 323 and as part of this review the Company assessed various components of its investment.  In accordance with ASC 350-20-35-39, equity method goodwill is not amortized and is not tested for impairment. Instead, equity method investments are reviewed for impairment, and a loss in value of an equity method investment that is other-than-temporary should be recognized, if and when a permanent loss in value is indicated. In evaluating its equity interest in North Star for indication of impairment, the Company considered its ownership interest in the present value of the estimated future cash flows expected to be generated by North Star as detailed both in third party valuation reports and future discounted cash flow valuations prepared in house by North Star management using inputs derived from industry third party published economic data.  In addition the Company conducted its own estimates on expected North Star future cash flows applying the recommended valuation methodologies employed by industry investment professionals under published valuation manifestos in conjunction with third party Petroleum Initially In Place (“PIIP”) estimates and feasibility studies provided by North Star.  The Company further considered North Star’s financial condition, North Star management’s ability to execute its development plans in order to monetize its existing assets, as well as current industry conditions, including applicable commodity pricing, in completing its review. The results of the Company’s assessment indicated that there was no impairment required to the carrying value of its investment in North Star as at the year ended June 30, 2013.

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Mineral rights agreement (Details) (USD $)	Mar. 31, 2014	Jan. 22, 2013
Mineral rights agreementoil and gas leases as details
Section 9 -89 R3W5		Alberta Crown P&NG
Expiry		Aug. 31, 2016
Sections 3,4,5 89R3W5		Alberta crown oil sands development lease no. 7408100382
Expiry:		Jul. 31, 2017
Royalty, gross production		3.00%
Cash payment		$ 1,250,000
Budgeted drilling costs, first well		1,356,470
Budgeted drilling costs, first well, CAD		1,500,000
Exploration expenses	$ 30,706

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Stock option and Stock award Summary of Stock Options (Details)	Mar. 31, 2014
Stock option and Stock award Summary of Stock Options
Exercise Price	6
Number Outstanding	1,500,000
Weighted Average Remaining Contractual Life	5.64
Number Subject to Exercise	1,500,000

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CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2014	Jun. 30, 2013
Current assets:
Cash	$ 503,772	$ 108,593
Prepaid expenses	366	0
Total current assets	504,138	108,593
Long-term investments accounted for under the equity method (Note 3)	61,207,430	61,154,131
Total assets	61,711,568	61,262,724
Current liabilities:
Accounts payable and accrued liabilities	67,961	7,968
Advances from shareholders	19,167	19,167
Investor deposits	0	122,978
Total current liabilities	87,128	150,113
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 400,000,000 authorized, 26,932,342 and 26,545,473 shares issued and outstanding as at March 31, 2014 and June 30, 2013, respectively	2,693	2,655
Capital in excess of par value	68,614,889	61,760,078
(Deficit) accumulated during the exploration stage	(6,993,142)	(650,122)
Total stockholders' deficit	61,624,440	61,112,611
Total liabilities and stockholders' deficit	$ 61,711,568	$ 61,262,724

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Organization and summary of significant accounting policies

9 Months Ended

Mar. 31, 2014

Organization and summary of significant accounting policies

Organization and summary of 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 oil and gas assets in the U.S. and Canada. We use June 30 as a fiscal year for financial reporting purposes.

The Company incorporated Octagon 88 Resources (Schweiz) AG on May 8, 2013, in the country of Switzerland as a wholly-owned subsidiary.

We are a natural resource exploration stage company in the business of acquiring, exploring, and developing natural resource assets.    We have a mineral rights agreement over certain oil and gas leases whereby we have the right to earn an interest by undertaking exploration on the leases.   We also hold, by way of share ownership, an interest in CEC North Star Energy Ltd. (North Star), a private company with oil and gas operations. North Star, Zentrum Energie Trust AG (“Zentrum”), who is our controlling stockholder, and our Company have a common director, Mr. Hilekes.  The CEO of North Star is an advisor to Zentrum, who is also the financing partner for both North Star and our Company.   Our Secretary and a member of our board of directors is also an advisor to Zentrum.

We are currently negotiating funding for operations and we are assisting in sourcing funding for North Star.  In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation - These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).  The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary, Octagon 88 Resources (Schweiz) AG.  All material intercompany balances and transactions have been eliminated in consolidation.

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

 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 wells\, 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.

Investments in unconsolidated affiliates - The Company has an investment in an unconsolidated affiliate which is accounted for under the equity method with applicable financial reporting guidance provided in section 3430. Under the equity method, carrying value is adjusted for the Company's share of the investees' earnings and losses, as well as capital contributions to, and distributions from, the Company. Distributions in excess of equity method earnings are recognized as a return on investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. The Company classifies operating income and losses as well as gains and impairments related to its investments in the unconsolidated affiliate as a component of operating income or loss, as the Company's investment in such unconsolidated affiliates are an extension of the Company's core business operations.

The Company evaluates its investments in the unconsolidated affiliate for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an "other-than-temporary" decline in value. Evidence of impairment may include such factors as a significant change in the market, economic or legal environment of the investee, changes in demand for goods or services sold by the investee resulting in adverse marketing conditions, changes in the investee’s financial condition or structural changes in the industry in which the investee operates.  If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if impairment is indicated and determines whether the impairment is "other-than-temporary" based on its assessment of all relevant factors, including consideration of the Company's intent and ability to retain its investment.  If the recoverable value, less costs to sell, is lower that the carrying value, the Company will recognize a loss for the difference.

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 three month periods ended March 31, 2014 and 2013.

Stock-based Compensation – Stock-based compensation is accounted for using a fair value based approach under the Topic of FASB ASC 718 which requires the fair value of stocks to be measured based on market price, if available, or be estimated using an option pricing model such as Black-Scholes.  The Company uses the graded-vesting attribution approach for the awards with graded vesting.

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 – Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at March 31, 2014:

Warrants	206,818
Stock options	1,500,000

Since the Company reported a net loss in the nine month periods ended March 31, 2014 and 2013, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.

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Related Party Transactions (Details Narrative) (USD $)	Mar. 31, 2014	Jan. 29, 2013
Related Party Transactions As Follows
Financing provided to CEC North Star by Zentrum Energie (CDN dollars)		$ 1,500,000
Zentrum percent ownership CEC North Star		9.00%
Administrative fees and director's fees	$ 26,927

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Schedule, Changes in Fair Value of Equity Method Investments (Tables)

9 Months Ended

Mar. 31, 2014

Schedule, Changes in Fair Value of Equity Method Investments

Schedule, Changes in Fair Value of Equity Method Investments

The changes in the fair value of these investments were as follows:

Balance as of June 30, 2012
Contributions
Issue 14,000,000 restricted shares of the Company at market value	$	44,100,000
Issue 5,310,000 restricted shares of the Company at market value		17,523,000
Total		61,623,000
Equity (loss) income on long-term investment in North Star accounted for under the equity method		(468,869	)
Balance as of June 30, 2013	$	61,154,131
Cash payment to acquire 13,158 units		483,639
Equity (loss) income on long-term investment in North Star accounted for under the equity method		(430,340	)
Balance as of March 31, 2014	$	61,207,430

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Advances (Details) (USD $)	Mar. 31, 2014	Jun. 30, 2013
Advances Details
Advances from shareholders	$ 19,167	$ 19,167

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Stock option and Stock award (Tables)

9 Months Ended

Mar. 31, 2014

Schedule Stock option and Stock award

Schedule of Stock Option Activity

The following tables summarize information concerning stock options outstanding as of March 31, 2014:

	March 31, 2014				June 30, 2013
		Shares		Weighted Average Exercise Price $		Shares		Weighted Average Exercise Price $
Outstanding at beginning of the year			-	-			-	-
Granted			1,500,000	6			-	-
Exercised			-	-			-	-
Expired or cancelled			-	-			-	-
Outstanding at the period			1,500,000	6			-	-

Schedule of Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable

	Stock Options		Weighted Average Grant Date Fair Value
Unvested, at June 30, 2013		-		-
Granted		1,500,000	$	6
Vested		(500,000)		6
Forfeited		-
Unvested, end of March 31, 2014		1,000,000	$	6

Schedule of Share Based Compensation Stock Option Summary Table Text Block

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Subject to Exercise
$	6		1,500,000		5.64		1,500,000

Schedule of range of the weighted average fair value of options granted and the related assumptions used

The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the nine month period ended March 31, 2014:

	Options Granted
	November 11, 2013
Fair value of options granted	$	5.44
Assumptions used:
Expected life (years) (a)		6
Risk free interest rate (b)		2.12	%
Volatility (c)		462	%
Dividend yield (d)		0.00	%

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Going concern

9 Months Ended

Mar. 31, 2014

Going concern

Going concern

Note 2 – Going concern:

As at March 31, 2014, we hold a Mineral Rights Agreement (see note 4) which gives us the rights to certain oil and gas exploration leases and we are an active investor in an operating oil and gas company by virtue of our shared board member and management team.  We continue to seek other oil and gas acquisitions that we can operate. While we have acquired an interest in certain mineral properties (Note 4) we expect to incur exploration stage operating losses until revenue generating operations commence, and for a period of time thereafter. We rely on our officers and directors to perform essential functions without compensation until we have raised sufficient funding for operations.   We have entered into an agreement for funding of up to $2,500,000 (CDN) by way of an equity placement and a credit facility. We have drawn the first tranche of $500,000 and issued equity for the funds drawn. The lender has funded an additional $151,515 by the exercise of warrants under the equity placement (Note 5). During the period ended March 31, 2014 the Company entered into further securities purchase agreements to raise a total $750,000. There can be no assurance that funds will be available from the credit facility if and when needed.

From inception through March 31, 2014, we have incurred operating losses of approximately $6,993,142, of which approximately $415,330 represents actual cash losses. At March 31, 2014, our cash on hand was $503,772.

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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CONSOLIDATED BALANCE SHEETS PARENTHETICALS (USD $)	Mar. 31, 2014	Jun. 30, 2013
Parentheticals
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, shares authorized	400,000,000	400,000,000
Common Stock, shares issued	26,932,342	26,545,473
Common Stock, shares outstanding	26,932,342	26,545,473

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Income taxes

9 Months Ended

Mar. 31, 2014

Income taxes

Income taxes

Note 12 – 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.

Operating loss carry-forwards generated during the period of June 9, 2008 (date of inception), through March 31, 2014, of approximately $1,490,924, will begin to expire in 2028. Accordingly, deferred tax assets total approximately $506,914 related to the net operating loss carry-forward. For the nine month periods ended March 31, 2014 and 2013, the allowance increased by approximately $268,493 and $12,812, respectively.

The Company has no tax positions at March 31, 2014, or June 30, 2013, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.

Tax returns have been submitted for the period from inception to the period ended June 30, 2009.  The tax returns for the period thereafter to the fiscal year ended June 30, 2013 are subject to examination by the Internal Revenue Service, however, any tax returns submitted will reflect a year over year loss from operations and therefore management does not expect any tax liabilities exist.

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Document and Entity Information	9 Months Ended
	Mar. 31, 2014	May 08, 2014
Document and Entity Information:
Entity Registrant Name	OCTAGON 88 RESOURCES, INC.
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	true
Amendment Description	Amendment No.1
Entity Central Index Key	0001444837
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		26,932,342
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3

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New accounting pronouncements

9 Months Ended

Mar. 31, 2014

New accounting pronouncements

New accounting pronouncements

Note 13 - 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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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		9 Months Ended		70 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Revenues:
Revenues	$ 0	$ 0	$ 0	$ 0	$ 0
General and administrative expenses:
Exploration expenses	1,640	0	30,706	0	30,706
Services contributed by officers	0	0	0	0	13,200
Professional fees	42,322	1,456	136,475	20,100	276,916
Investor relations fees	93,136	0	161,185	0	161,185
Loss on undeveloped, unproven properties	0	0	0	0	15,000
Stock-based compensation	566,667	0	5,553,334	0	5,553,334
Other general and administrative expenses	16,007	449	29,269	1,236	41,881
Losses (gain) equity investments, net	263,885	16,348	430,340	16,348	899,209
Total operating expenses	983,657	18,253	6,341,309	37,684	6,991,431
Other income (expense)
Interest expense	(1,711)	0	(1,711)	0	(1,711)
Total other income (expense)	(1,711)	0	(1,711)	0	(1,711)
(Loss) before taxes	(985,368)	(18,253)	(6,343,020)	(37,684)	(6,993,142)
Provision (credit) for taxes on income:	0	0	0	0	0
Net (loss)	$ (985,368)	$ (18,253)	$ (6,343,020)	$ (37,684)	$ (6,993,142)
Basic and diluted earnings (loss) per common share	$ (0.04)	$ 0.00	$ (0.29)	$ 0.00
Weighted average number of shares outstanding	26,826,955	23,595,473	26,637,930	33,243,687

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Related party transactions

9 Months Ended

Mar. 31, 2014

Related party transactions

Related party transactions

Note 7 – Related party transactions:

On January 29, 2013, the Board appointed Mr. Guido Hilekes as a Director and President of the Company.  Concurrently, Mr. Feliciano Tighe tendered his resignation as President of the Company.  Mr. Tighe remains Corporate Secretary and a director of the Company, and also provides consulting services to North Star.   Mr. Guido Hilekes, our current President and a Director is also a member of the Board of Directors and the President of North Star, as well as the sole officer, director and controlling shareholder of Zentrum.

Zentrum has provided a line of credit to the Company (Note 5) and has also provided financing to North Star by way of a $1,500,000 (CDN) convertible debenture which debenture was converted to equity ownership in North Star during the current period so that Zentrum is now a 9% shareholder of North Star and is also the controlling shareholder of our Company.  The CEO of North Star is also an advisor to Zentrum. The mineral rights agreement for our oil and gas asset was entered into between the Company and Zentrum.

During the period ended March 31, 2014 the Company paid a total of $26,927 to Richard Ebner, a member of our Board of Directors for corporate administrative fees and director’s fees.

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Securities purchase agreement

9 Months Ended

Mar. 31, 2014

Securities purchase agreement

Securities purchase agreement

Note 6 – Securities purchase agreement:

On January 31, 2014, the Company entered into a securities purchase agreement (the “SPA”) to raise a total $750,000 with one accredited investor introduced by DVB to the Company.  Under the terms of the SPA, the purchasers subscribed for a total of 136,364 shares of the common stock of the Company at $5.50 per share and an equal number of warrants exercisable at $6.50 per share for a period of two years.

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Summarized financial information with respect to North Star accounted for using the equity method as follows (Tables)

9 Months Ended

Mar. 31, 2014

Summarized financial information with respect to North Star accounted for using the equity method as follows {1}

Summarized financial information with respect to North Star accounted for using the equity method as follows

Summarized financial information with respect to North Star accounted for using the equity method as of and for the nine month period ended March 31, 2014, as of and for the fiscal year ended June 30, 2013 and as of the acquisition dates were as follows:

	At March 31, 2014		At June 30, 2013		At January 24, 2013		At December 21, 2012
Current assets	$	1,799,269	$	243,444	$	39,117	$	110,884
Property, and other assets, net		135,514,750		138,485,834		145,357,735		144,911,963
Total assets	$	137,314,019	$	138,729,278	$	145,396,852	$	145,022,847
Current liabilities	$	733,080	$	1,872,548	$	246,398	$	209,719
Long-term debt and other liabilities		-		2,376,250		2,515,750		2,508,250
Equity		136,580,939		134,480,480		142,634,704		142,304,878
Total liabilities and equity	$	137,314,019	$	138,729,278	$	145,396,852	$	145,022,847

		Three months ended March 31,						Nine months ended March 31,
		2014			2013			2014			2013
Net Revenues	$	-		$	-		$	-		$	-
Operating expenses		859,959						1,388,004
Operating loss		(859,959	)		(57,633	)		(1,388,004	)		(57,633	)
Interest expenses		(754	)		-			(2,049	)		-
Net loss	$	(860,713	)	$	(57,633	)		(1,390,053	)		(57,633	)

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Subsequent Events

9 Months Ended

Mar. 31, 2014

Subsequent Events

Subsequent Events

Note 14 – Subsequent events:

On April 28, 2014 the Company granted 70,000 share purchase warrants exercisable into 70,000 shares of common stock at $5.50 per share for a period of 5 years from the date of issue to a consultant to the Company.

On April 28, 2014 the Company granted 250,000 share purchase warrants exercisable into 250,000 shares of common stock at $5.50 per share for a period of 5 years from the date of issue to a consultant to the Company.

On April 28, 2014 the Company granted 50,000 share purchase warrants exercisable into 50,000 shares of common stock at $5.50 per share for a period of 5 years from the date of issue to a Mr. Richard Ebner, a member of the Company’s Board of Directors.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.

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Stock option and Stock award

9 Months Ended

Mar. 31, 2014

Stock option and Stock award

Stock option and Stock award

Note 10 – Stock option and Stock award:

On November 11, 2013, the Company granted non-qualified stock options for an aggregate of 1,500,000 shares of the Company's common stock under the Company's 2013 Stock Option and Stock Award Plan (the "2013 Plan") to various officers, directors and consultants of the Company. Each option was granted for a six year term with an exercise price of $6.00 per share vesting equally over a period of three years and expiring six years after the grant date. Of the 1,500,000 stock options granted, 950,000 were issued to the Company's directors and executive officers, 250,000 were issued to executive officers and directors of the Company’s wholly owned subsidiary and the remaining 300,000 were issued to various consultants of the Company.

The following tables summarize information concerning stock options outstanding as of March 31, 2014:

	March 31, 2014				June 30, 2013
		Shares		Weighted Average Exercise Price $		Shares		Weighted Average Exercise Price $
Outstanding at beginning of the year			-	-			-	-
Granted			1,500,000	6			-	-
Exercised			-	-			-	-
Expired or cancelled			-	-			-	-
Outstanding at the period			1,500,000	6			-	-

	Stock Options		Weighted Average Grant Date Fair Value
Unvested, at June 30, 2013		-		-
Granted		1,500,000	$	6
Vested		(500,000)		6
Forfeited		-
Unvested, end of March 31, 2014		1,000,000	$	6

Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life		Number Subject to Exercise
$	6		1,500,000		5.64		1,500,000

The Company recognized stock-based compensation expense of $5,553,334 during the nine month period ended March 31, 2014.

Unrecognized compensation expense related to outstanding stock options as of March 31, 2014 was $2,606,666 and is expected to be recognized in future periods.

Valuation Assumptions

The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options using the Black-Scholes option pricing model. The fair value of stock options under the Black-Scholes model requires management to make assumptions regarding projected employee stock option exercise behaviors, risk-free interest rates, volatility of the Company’s stock price and expected dividends.

Stock compensation expense for stock options is recognized over the vesting period of the award.

The following table presents the range of the weighted average fair value of options granted and the related assumptions used in the Black-Scholes model for stock option grants made during the nine month period ended March 31, 2014:

	Options Granted
	November 11, 2013
Fair value of options granted	$	5.44
Assumptions used:
Expected life (years) (a)		6
Risk free interest rate (b)		2.12	%
Volatility (c)		462	%
Dividend yield (d)		0.00	%

a)	Expected life: The expected term of options granted is determined using the “shortcut” method allowed by SAB No.107. Under this approach, the expected term is presumed to be the mid-point between the vesting date and the end of the contractual term.
b)	Risk-free interest rate: The rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected life of the options.
c)	Volatility: The expected volatility of the Company’s common stock is calculated by using the historical daily volatility of the Company’s stock price calculated over a period of time representative of the expected life of the options.
d)	Dividend yield: The dividend yield rate is not considered in the model, as the Company has not established a dividend policy for the stock.

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Advances

9 Months Ended

Mar. 31, 2014

Advances

Advances

Note 8 – Advances:

As of March 31, 2014 total advances from shareholders of the Company were $19,167 (June 30, 2013 - $19,167). The advances are on demand and bear no interest.

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Issuance of shares

9 Months Ended

Mar. 31, 2014

Issuance of shares

Stockholders' Equity Note Disclosure

Note 9 – 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.

On December 21, 2012, the Company returned to the transfer agent for cancellation effective December 24, 2012, a total of 31,942,000 shares of the Company issued in the name of 888333333 Holdings Ltd., a company of which Kenmore was the sole shareholder.  On December 21, 2012, the Company issued a total of 14,000,000 restricted shares of the Company to Zentrum valued at $3.15 per share, which was the market value of the shares on the date of the transaction, for a total acquisition cost of $44,100,000.

On January 24, 2013, the Company issued a total of 5,310,000 restricted shares of the Company to three independent shareholders of North Star valued at $3.30 per share, which was the market value of the shares based on the bid price of the shares on the date of the transaction, for a total acquisition cost of $17,523,000.

On January 14, 2014 the Company issued 250,505 shares to Zentrum in respect of the exercise of certain units disclosed above (ref Note 5 (1)).

On February 11, 2014 the Company issued 136,364 shares of the common stock of the Company at $5.50 per share and an equal number of warrants exercisable at $6.50 per share for a period of two years under the terms of the SPA. (ref Note 6)

As of March 31, 2014, there were a total of 26,932,342 shares issued and outstanding.

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Warrants

9 Months Ended

Mar. 31, 2014

Warrants

Warrants

Note 11 – Warrants:

On October 3, 2013, Zentrum completed a subscription agreement through the Zentrum AG financing agreement (ref Note 5(1)). Zentrum had funded a total of US$500,000 to the Company requiring the issuance of 200,000 Units, each Unit consisting of one share of common stock at US$2.50 per share, a one year warrant to purchase an additional 200,000 shares of common stock at an exercise price of US$3.00 per share on or before October 3, 2013 and a three year warrant to purchase 200,000 shares of common stock at an exercise price of US$3.00 per share.  The second warrant has an expiry date of 3 years after closing of the first draw under this agreement. Concurrently, Zentrum delivered notice of exercise of warrant under the first warrant for a total of 50,505 shares of common stock for total proceeds of $151,515.

On January 31, 2014, the Company closed a financing with one subscriber and shall pay to DVB a total of 6,818 stock purchase warrants, each warrant exercisable at $6.50 per share for a period of two years from the date of issuance. The warrants were issued on February 8, 2014. (ref Note 5(2))

As at March 31, 2014, the Company had the following warrants outstanding:

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at June 30, 2013		Issued		Exercised		Expired		Outstanding at March 31, 2014
$	3	October 3, 2013		0		-		200,000		50,505		149,495		0
$	3	October 3, 2016		2.51		-		200,000		-		-		200,000
$	6.50	February 8, 2016		1.86		-		6,818		-		-		6,818
				2.49		-		406,818		50,505		149,495		206,818

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Securities purchase agreement (Details) (USD $)	Jan. 31, 2014
Securities purchase agreement as follows
Securities purchase agreement to raise a total	$ 750,000
Under the terms of the SPA, the purchasers subscribed for a total shares	136,364
Shares subscribed, price per share	$ 5.50
Equal number warrants, exercise price	$ 6.50
Warrant term	2 years

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Potential common stock equivalents (Tables)

9 Months Ended

Mar. 31, 2014

Potential common stock equivalents

Potential common stock equivalents

The Company had the following potential common stock equivalents at March 31, 2014:

Warrants	206,818
Stock options	1,500,000

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Organization and summary of significant accounting policies - potential common stock equivalents (Details)	3 Months Ended
	Mar. 31, 2014
Potential common stock equivalents:
Warrants	206,818
Stock options	1,500,000

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Weighted average fair value of options granted (Details) (USD $)	9 Months Ended
	Mar. 31, 2014
Weighted average fair value of options granted:
Fair value of options granted	$ 5.44
Expected life (years) (a)	6
Risk free interest rate (b)	2.12%
Volatility (c)	462.00%
Dividend yield (d)	0.00%

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	9 Months Ended		70 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:
Net (loss)	$ (6,343,020)	$ (37,684)	$ (6,993,142)
Adjustments to reconcile net (loss) to cash provided (used) by exploration stage activities:
Services contributed by officers	0	0	13,200
Stock-based compensation	5,553,334	16,348	5,553,334
Share of (loss) of equity accounted investees	430,340	0	899,209
Loss on undeveloped, unproven properties	0	0	15,000
Changes in current assets and liabilities:
Prepaid expenses	(366)	0	(366)
Accounts payable, trade	59,993	8,960	73,875
Accounts payable, related parties	0	(5,913)	23,560
Net cash used in operating activities	(299,719)	(18,289)	(415,330)
Cash flows from investing activities:
Long-term investments	(483,639)	0	(483,639)
Acquisition of undeveloped, unproved properties	0	0	(15,000)
Net cash flows from investing activities	(483,639)	0	(498,639)
Cash flows from financing activities:
Advances from stockholders	0	19,167	19,167
Advances from third party	0	6,000	6,000
Loan from related party	75,000	0	75,000
Repayment loan from related party	(75,000)	0	(75,000)
Loan from third party	50,000	0	50,000
Repayment on loan from third party	(50,000)	0	(50,000)
Investor deposit	(122,978)	0	0
Proceeds from sale of common stock	1,361,515	0	1,467,575
Less, Applicable offering costs	(60,000)	0	(75,000)
Net cash flows from financing activities	1,178,537	25,167	1,417,742
Net cash flows	395,179	6,878	503,772
Cash and equivalent, beginning of period	108,593	355	0
Cash and equivalent, end of period	503,772	7,233	503,772
Supplemental cash flow disclosures:
Cash paid for interest	1,711	0	1,711
Cash paid for income taxes	0	0	0
Non Cash Transactions
Accounts payable settled by issuance of shares	0	35,473	35,473
Shares issued to acquire interest North Star	0	61,623,000	61,623,000
Total Non-Cash Transactions	$ 0	$ 61,658,473	$ 61,658,473

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Financing Agreement

9 Months Ended

Mar. 31, 2014

Financing Agreement

Financing Agreement

Note 5 – Financing agreement:

(1)   Financing agreement with Zentrum Energie Trust AG ("Zentrum")

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, whereby Zentrum will provide both debt and equity funds of up to CDN$2,500,000 (USD$2,337,130)  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 US$500,000 by way of the issuance of 200,000 units, each unit consisting of one share of common stock at US$2.50 per share, a one year warrant to purchase an additional 200,000 shares of common stock at an exercise price of US$3.00 per share on or before October 3, 2013 and a three year warrant to purchase 200,000 shares of common stock at an exercise price of US$3.00 per share.  The second warrant will have an expiry date of 3 years after closing of the first draw under this agreement.

 (1)   Financing agreement with Zentrum Energie Trust AG 

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 10% 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. The formal agreements in regard to the initial letter agreement were to be prepared for execution, however as of March 31, 2014 they have not be prepared therefor the Company will rely on the terms of the letter agreement until such time as a formal agreement is finalized.

As of December 31, 2013, Zentrum has funded a total of US$701,515 to the Company (June 30, 2013 - $122,978).   Concurrently, the Company has provided through the Zentrum  financing agreement, an amount totaling $483,639 ($500,000CDN) from proceeds received to North Star which amount was used to participate in a private placement offering whereby we acquired an additional equity interest in North Star.  During the period, Zentrum completed a subscription agreement with the Company whereby they finalized the initial $500,000 equity draw down and concurrently delivered notice of warrant exercise for a total of $151,515, which represented additional proceeds funded up to the warrant exercise expiry date of October 3, 2013.  A total of 200,000 shares as a result of the equity draw down and a total of 50,505 shares pursuant to the warrant exercise were issued in January 2014.

The remaining 149,495 warrants under the first warrant attached to the financing agreement expired at the close of business on October 3, 2013, and therefore they are forfeited.  Zentrum continues to hold a total of 200,000 warrants exercisable at $3.00 per share for a period of three years from October 3, 2013, expiring on October 3, 2016, if not prior exercised.

Further, under the terms of the financing agreement, the Company is required to pay fees of 8% or $40,000 related to funds received on the equity draw down which has been paid out during the nine month period ended March 31, 2014.

A total of $75,000 related to additional funds advanced to the Company during the three month period ended March 31, 2014 was repaid in full plus paid interest of $600.

(2)   Placement agent agreement with David Bisang

On January 30, 2014, the Company entered into a Placement Agent Agreement (the “PA”) with David Bisang (“DVB”) whereby DVB agreed to act as the Company’s non-exclusive agent in a private placement or similar unregistered transaction of equity or equity-linked securities of the Company.  The PA is for a period of twelve months from the date of execution.  The Company shall pay to DVB upon the closing of each transaction with investors, (i) eight percent (8%) of the aggregate consideration raised in each closing in cash and warrants to purchase five percent (5%) of the Company’s common stock at each closing, identical to any warrants issued to investors.  The foregoing fees are payable for any sale of securities during the twelve month term or within twenty-four months thereafter with respect to investors identified by DVB.  The Company is further required to pay expenses incurred by DVB including the fees and expenses of its legal counsel and any advisor retained by DVB.  Fees and expenses in excess of $1,000 require prior written authorization from the Company.

On January 31, 2014, the Company closed a financing with one subscriber as described below and shall pay to DVB cash consideration of $60,000 and issued a total of 6,818 stock purchase warrants, each warrant exercisable at $6.50 per share for a period of two years from the date of issuance. The warrants were issued on February 8, 2014.

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Going concern (Details) (USD $)	Mar. 31, 2014
Going concern as follows
Financing agreement, gross amount CDN	$ 2,500,000
First draw down, financing agreement	500,000
Proceeds warrant exercise	151,515
Operating losses	6,993,142
Cash losses	415,330
Cash on hand	503,772
Securities purchase agreements to raise a total	$ 750,000

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Stock Options - Summary of Stock Options Outstanding (Details)	Shares	Weighted Average Exercise Price
Outstanding at Jun. 30, 2012	0	0
Granted	0	0
Exercised	0	0
Expired or cancelled	0	0
Outstanding at Jun. 30, 2013	0	0
Granted	1,500,000	6
Exercised	0	0
Expired or cancelled	0	0
Outstanding at Mar. 31, 2014	1,500,000	6

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Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2014

ACCOUNTING POLICIES

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 oil and gas assets in the U.S. and Canada. We use June 30 as a fiscal year for financial reporting purposes.

The Company incorporated Octagon 88 Resources (Schweiz) AG on May 8, 2013, in the country of Switzerland as a wholly-owned subsidiary.

We are a natural resource exploration stage company in the business of acquiring, exploring, and developing natural resource assets.    We have a mineral rights agreement over certain oil and gas leases whereby we have the right to earn an interest by undertaking exploration on the leases.   We also hold, by way of share ownership, an interest in CEC North Star Energy Ltd. (North Star), a private company with oil and gas operations. North Star, Zentrum Energie Trust AG (“Zentrum”), who is our controlling stockholder, and our Company have a common director, Mr. Hilekes.  The CEO of North Star is an advisor to Zentrum, who is also the financing partner for both North Star and our Company.   Our Secretary and a member of our board of directors is also an advisor to Zentrum.

We are currently negotiating funding for operations and we are assisting in sourcing funding for North Star.  In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.

Basis of presentation

Basis of presentation - These consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).  The consolidated financial statements of the Company include the Company and its wholly-owned subsidiary, Octagon 88 Resources (Schweiz) AG.  All material intercompany balances and transactions have been eliminated in consolidation.

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, Policy

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

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 wells\, 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.

Investments in unconsolidated affiliates

Investments in unconsolidated affiliates - The Company has an investment in an unconsolidated affiliate which is accounted for under the equity method with applicable financial reporting guidance provided in section 3430. Under the equity method, carrying value is adjusted for the Company's share of the investees' earnings and losses, as well as capital contributions to, and distributions from, the Company. Distributions in excess of equity method earnings are recognized as a return on investment and recorded as investing cash inflows in the accompanying consolidated statements of cash flows. The Company classifies operating income and losses as well as gains and impairments related to its investments in the unconsolidated affiliate as a component of operating income or loss, as the Company's investment in such unconsolidated affiliates are an extension of the Company's core business operations.

The Company evaluates its investments in the unconsolidated affiliate for impairment whenever events or changes in circumstances indicate that the carrying value of its investment may have experienced an "other-than-temporary" decline in value. Evidence of impairment may include such factors as a significant change in the market, economic or legal environment of the investee, changes in demand for goods or services sold by the investee resulting in adverse marketing conditions, changes in the investee’s financial condition or structural changes in the industry in which the investee operates.  If such conditions exist, the Company compares the estimated fair value of the investment to its carrying value to determine if impairment is indicated and determines whether the impairment is "other-than-temporary" based on its assessment of all relevant factors, including consideration of the Company's intent and ability to retain its investment.  If the recoverable value, less costs to sell, is lower that the carrying value, the Company will recognize a loss for the difference.

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 three month periods ended March 31, 2014 and 2013.

Stock-based Compensation

Stock-based Compensation – Stock-based compensation is accounted for using a fair value based approach under the Topic of FASB ASC 718 which requires the fair value of stocks to be measured based on market price, if available, or be estimated using an option pricing model such as Black-Scholes.  The Company uses the graded-vesting attribution approach for the awards with graded vesting.

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 – Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at March 31, 2014:

Warrants	206,818
Stock options	1,500,000

Since the Company reported a net loss in the nine month periods ended March 31, 2014 and 2013, respectively, the effect of considering any common stock equivalents, if outstanding, would have been anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.