UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended December 31, 2013
	For the quarterly period ended September 30, 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:~~

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,~~795~~932,~~978~~342 shares of common stock outstanding as of ~~February~~November 714, 2014 (Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)

OCTAGON 88 RESOURCES, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1011
Item 1A.	Risk Factors	1011
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1011
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
	SIGNATURES	12

Item 3.	Defaults Upon Senior Securities	11

Item 4.	Mine Safety Disclosures	11

Item 5.	Other Information	11

Item 6.	Exhibits	12

	SIGNATURES	13

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated 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 ~~six~~three month period ended ~~December~~September 3130, ~~2013~~2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, ~~2014~~2015. 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, ~~2013~~2014 as filed with the Securities and Exchange Commission on October 1814, ~~2013~~2014.

	Page
Unaudited Consolidated Financial Statements	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Notes to Unaudited Consolidated Financial Statements	F-5 to F-1611

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Company)

CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the ~~six~~three month periods ended ~~December~~September 3130, ~~2013~~2014 and ~~December~~September 3130, ~~2012~~2013

(Stated in US Dollars)

F-1

OCTAGON 88 RESOURCES, INC.

~~(An~~Consolidated Balance ~~Exploration Stage Enterprise)~~Sheets

CONSOLIDATED BALANCE SHEETS

	September 30,			June 30,
	2014 (Unaudited)			2014 (Audited)
ASSETS
Current assets:
Cash	$	67,308		$	250,360
Prepaid expenses		3,222			-
Total current assets		70,530			250,360

Long-term investments accounted for under the equity method (Note 3)		60,267,634			60,676,134
Total assets	$	60,338,164		$	60,926,494

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	92,300		$	64,550
Advances from shareholders		19,167			19,167
Total current liabilities		111,467			83,717

STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value, 400,000,000 authorized,
26,932,342 shares issued and outstanding as at September 30, 2014 and June 30, 2014		2,693			2,693
Capital in excess of par value		70,190,700			69,623,212
Accumulated deficit		(9,966,696	)		(8,783,128	)
Total stockholders' deficit		60,226,697			60,842,777	)
Total liabilities and stockholders' deficit	$	60,338,164		$	60,926,494

	December 31,			June 30,
	2013			2013
ASSETS
Current assets:
Cash	$	1,413		$	108,593
Prepaid expenses		4,422			-
Total current assets		5,835			108,593
Long-term investments accounted for under the equity method (Note 3)		61,409,728			61,089,642
Total assets	$	61,415,563		$	61,198,235
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities	$	54,842		$	7,968
Advances from shareholders		19,167			19,167
Investor deposits		50,000			122,978
Total current liabilities		124,009			150,113
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 400,000,000 authorized, 26,545,473 shares issued and outstanding as at December 31, 2013 and June 30, 2013, respectively		2,655			2,655
Capital in excess of par value		66,706,745			61,760,078
Stock payable		651,515			-
(Deficit) accumulated during the exploration stage		(6,069,361	)		(714,611	)
Total stockholders’ deficit		61,291,554			61,048,122
Total liabilities and stockholders’ deficit	$	61,415,563		$	61,198,235

The accompanying notes are an integral part of these financial statements

F-2

OCTAGON 88 RESOURCES, INC.
OCTAGON 88 RESOURCES, INC. Consolidated Statements of Operations (Unaudited)
(An Exploration Stage Enterprise)
	Three Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS
	September 30,
(Unaudited)
	2014			2013
	Three Months						Six Months						Cumulative From Inception (June 9, 2008,)
Revenues	$	-		$	-
	Ended						Ended						Through
General and administrative expenses:
	December 31,						December 31,						December 31,
Exploration expenses		-			29,066
	2013			2012			2013			2012			2013
Professional fees		111,113			18,795
Revenues	$	-		$	-		$	-		$	-		$	-
Investor relations fees		47,272			51,455
General and administrative expenses:
Stock-based compensation		567,488			-
Exploration expenses		-			-			29,066			-			29,066
Other general and administrative expenses		49,195			7,036
Services contributed by officers		-			-			-			-			13,200
Losses (gain) equity investments, net		408,500			94,833
Professional fees		75,358			7,860			94,153			18,645			234,594
Total operating expenses		1,183,568			201,185
Investor relations fees		16,594			-			68,049			-			68,049
(Loss) from operations		(1,183,568	)		(201,185	)
Loss on undeveloped , unproven properties		-			-			-			-			15,000
(Loss) before taxes		(1,183,568	)		(201,185	)
Stock-based compensation		4,986,667			-			4,986,667			-			4,986,667
Provision (credit) for taxes on income:		-			-
Other general and administrative expenses		6,226			630			13,262			787			25,874
Net (loss)	$	(1,183,568	)	$	(201,185	)
Losses (gain) equity investments, net		59,962			-			163,553			-			696,911
Basic and diluted earnings (loss) per common share	$	(0.04	)	$	(0.01	)
Total operating expenses		5,144,807			8,490			5,354,750			19,432			6,069,361
Weighted average number of shares outstanding		26,932,342			26,545,473
(Loss) from operations		(5,144,807	)		(8,490	)		(5,354,750	)		(19,432	)		(6,069,361	)
(Loss) before taxes		(5,144,807	)		(8,490	)		(5,354,750	)		(19,432	)		(6,069,361	)
Provision (credit) for taxes on income:		-			-			-			-
Net (loss)	$	(5,144,807	)	$	(8,490	)	$	(5,354,750	)	$	(19,432	)	$	(6,069,361	)
Basic and diluted earnings (loss) per common share	$	(0.19	)	$	(0.00	)	$	(0.20	)	$	(0.00	)
Weighted average number of shares outstanding		26,545,473			36,770,734			26,545,473			37,962,922

~~See~~The accompanying notes. are an integral part of these financial statements

F-3

OCTAGON 88 RESOURCES, INC.

~~(An~~Consolidated ~~Exploration~~Statements ~~Stage~~of ~~Enterprise)~~Cash Flow

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

							Cumulative,
	Three Months Ended September 30,
	Three Months			Three Months			Inception, (June 9, 2008)
	2014			2013
	Ended			Ended			Through
Cash flows from operating activities:
	December 31,			December 31,			December 31,
Net (loss)	$	(1,183,568	)	$	(201,185	)
	2013			2012			2013
Adjustments to reconcile net (loss) to cash provided (used) operating activities:
Cash flows from operating activities:
Stock-based compensation		567,488			-
Net (loss)	$	(5,354,750	)	$	(19,432	)	$	(6,069,361	)
Share of (loss) of equity accounted investees		408,500			94,833
Adjustments to reconcile net (loss) to cash provided (used) by exploration stage activities:
Changes in current assets and liabilities:
Services contributed by officers		-			-			13,200
Accounts payable, trade		27,750			12,597
Stock-based compensation		4,986,667			-			4,986,667
Prepared expenses		(3,222	)
Share of (loss) of equity accounted investees		163,553			-			696,911
Net cash used in operating activities		(183,052	)		(93,755	)
Loss on undeveloped, unproven properties		-			-			15,000
Cash flows from investing activities:
Changes in current assets and liabilities:
Net cash flows from investing activities		-			-
Prepaid expenses		(4,422	)		-			(4,422	)
Cash flows from financing activities:
Accounts payable, trade		6,874			19,252			20,756
Investor deposit		-			44,898
Accounts payable, related parties		-			(5,913	)		23,560
Net cash flows from financing activities		-			44,898
Net cash used in operating activities		(202,078	)		(6,093	)		(317,689	)
Net cash flows		(183,052	)		(48,857)
Cash flows from investing activities:
Cash and cash equivalents, beginning of period		250,360			108,597
Long-term investments		(483,639	)		-			(483,639	)
Cash and cash equivalents, end of period	$	67,308		$	59,736
Acquisition of undeveloped, unproved properties		-			-			(15,000	)
Supplemental cash flow disclosures:
Net cash flows from investing activities		(483,639	)		-			(498,639	)
Cash paid for interest	$	-		$	-
Cash flows from financing activities:
Cash paid for income taxes	$	-		$	-
Advances from stockholders		-			-			19,167
Advances from third party		-			13,000			6,000
Investor deposits		578,537			-			701,515
Proceeds from sale of common stock		-			-			106,060
Less, Applicable offering costs		-			-			(15,000	)
Net cash flows from financing activities		578,537			13,000			817,742
Net cash flows		(107,180	)		6,907			1,413
Cash and equivalent, beginning of period		108,593			355			-
Cash and equivalent, end of period	$	1,413		$	7,262			1,413
Supplemental cash flow disclosures:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Non Cash Transactions
Accounts payable settled by issuance of shares	$	-		$	35,473		$	35,473
Stock payable from investor deposit		651,515			-			651,515
Shares issued to acquire interest North Star		-			44,100,000			61,623,000
Total Non-Cash Transactions	$	651,515		$	44,135,473		$	62,309,988

The accompanying notes are an integral part of these financial statements

F-4

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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. (~~NorthStar~~North Star), a ~~private~~ company with oil and gas operations. ~~NorthStar~~North Star, Zentrum Energie Trust AG (“Zentrum”), who is our controlling stockholder, and our Company have a common director, Mr. Hilekes. The CEO of ~~NorthStar~~North Star is an advisor to Zentrum, who is also the financing partner for both ~~NorthStar~~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 continuing operations and we are assisting in sourcing funding for ~~NorthStar~~the oil and gas company in which we hold an interest. InAt ~~the~~our current ~~exploration~~ stage of operations, 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:

F-5

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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

Fair value of financial instruments and derivative financial instruments (continued)

	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.

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

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

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

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

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.

F-6

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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

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 ~~six~~three ~~month~~months ~~periods~~ ended ~~December~~September 3130, ~~2013~~2014 and ~~2012~~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.

Warrants - Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated first to common shares based on the market trading price of the common shares, and any excess is allocated to warrants.

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 ~~December~~September 3130, ~~2013~~2014 and June 30, 2014:

Warrants	~~200~~576,~~000~~818
Stock options	1,500,000

Since the Company reported a net loss at September 30, 2014 and June 30, 2014, 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.

Recent Accounting Pronouncements – On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted the amendment.

F-7

~~(An~~OCTAGON 88 ~~Exploration~~RESOURCES, ~~Stage Enterprise)~~INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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

Recent Accounting Pronouncements (continued)

There are several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of September 30, 2014, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company

Note 2 – Going concern:

As at ~~December~~September 3130, ~~2013~~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~~with limited 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). We ~~have~~During ~~not~~the asfiscal ~~yet~~year ~~drawn~~ended ~~any~~June ~~funds~~30, ~~under~~2014 the ~~credit~~Company ~~facility~~entered into further securities purchase agreements to raise a total $750,000. There can be no assurance that ~~additional~~ funds will be available from the credit facility if and when needed.

From inception through ~~December~~September 3130, ~~2013~~2014, we have incurred operating losses of approximately $69,~~069~~966,~~361~~696, of which approximately $~~317~~851,~~689~~795 represents actual cash losses. At ~~December~~September 3130, ~~2013~~2014, our cash on hand was $167,~~413~~308.

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 – 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 ~~both~~ North Star and ~~our~~ ~~controlling~~the ~~stockholder,~~sole ~~Zentrum~~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 ~~NorthStar~~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.

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 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. 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. Kenmore retained a total of 100,000 shares of the Company after the transaction.

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.

F-8

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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

OnFurther, ~~October~~to 3close the transaction,~~2013,~~ the Company ~~funded~~was ~~$483~~required to negotiate terms with its then controlling shareholder,~~639~~ Kenmore International S.A. (~~CAD$500,000~~“Kenmore”) ~~cash~~for ~~consideration~~the return to ~~North~~treasury ~~Star~~of byno ~~way~~less than 31,942,000 shares of athe ~~private~~common ~~placement~~stock ~~subscription~~of ~~for~~the aCompany ~~total~~controlled ofby 13Kenmore. Kenmore agreed to return the 31,~~158~~942,000 ~~units~~shares which, prior to the acquisition of the ownership interest in North Star, ~~each~~had ~~unit~~nominal ~~consisting~~value, in order to facilitate the consummation of ~~one~~the ~~common~~Company’s ~~share~~acquisition of a significant interest in North Star atand ~~the~~create ~~price~~value ofin ~~$38~~the 100,000 ~~and~~shares ~~one~~of ~~two~~the ~~year~~Company ~~warrant~~it toretained. Kenmore ~~acquire~~was also a ~~common~~minority ~~share~~shareholder of North Star at anthe ~~exercise~~time ~~price~~ of: ~~(i)~~the ~~$58~~transaction. On ~~per~~December ~~common~~21, ~~share~~2012, the Company returned to the transfer agent, for cancellation effective December 24, 2012, a total of ~~North~~31,942,000 ~~Star~~shares ifof ~~exercised~~the ~~prior~~Company, toat ~~September~~par 30value, ~~2014;~~issued orin ~~(ii)~~the ~~$76~~name ~~per~~of ~~common~~888333333 ~~share~~Holdings Ltd., a company of ~~North~~which ~~Star~~Kenmore ifwas ~~exercised~~the ~~any~~sole ~~time~~shareholder. There onis orno relationship between ~~September 30~~Zentrum, ~~2014~~our current controlling shareholder, and Kenmore, the ~~expiry~~Company’s ~~date~~former controlling shareholder, other than the fact they were both shareholders of North Star and the Company.

~~The~~On January 24, 2013, the Company ~~has~~entered ~~recorded~~into ~~its~~a ~~initial~~further ~~investments~~share inpurchase agreement with three independent shareholders of North Star atwhereby ~~cost~~the ~~based~~Company onacquired 1,410,000 common shares in the ~~market~~capital ~~value~~stock of North Star (the ~~Company’s~~“Share ~~shares~~Purchase ~~which~~Agreement”). Under ~~were~~the ~~issued~~terms toof ~~acquire~~the ~~its~~Share ~~equity~~Purchase ~~interests~~Agreement, ~~for~~the Company issued a total of ~~$61~~5,~~623~~310,000~~. As~~ ~~detailed~~shares ~~above,~~of the ~~cumulative~~Company’s ~~excess~~common ~~value~~stock at a deemed price of $163.30 per share,~~575,357~~ ~~over~~which was the ~~net~~lowest ~~asset~~bid ~~value~~price of the Company’s ~~ownership~~stock ~~interest~~on inthe ~~North~~date ~~Star~~of ~~totaling~~issuance, for a total investment cost of $4517,~~047~~523,~~643~~000 asin exchange for the 1,410,000 common shares of North Star. As at the ~~dates~~date of ~~acquisition~~the transaction the Company determined the market value of the Company’s ~~initial~~common ~~equity~~stock ~~interests~~to ~~was~~be ~~attributed at~~ the ~~respective~~most ~~acquisition~~reliable ~~dates~~measurement as to ~~equity~~the ~~method~~fair ~~goodwill.~~value ~~Thereafter,~~of the ~~Company~~investment, ~~has~~and ~~used~~in ~~the~~accordance ~~actual~~with ~~cash~~ASC ~~value~~323-10 ~~paid~~recorded ~~for~~$14,283,314 ~~additional~~relative ~~North~~to ~~Star~~the ~~shares~~purchase price assigned to the Company’s acquired asshare ~~its~~of ~~cost~~the ~~base~~underlying ~~for~~net ~~further~~assets ~~interests~~and ~~acquired.~~liabilities of North Star isas ato ~~private~~the ~~company~~Company’s ~~with~~additional no10% ~~quoted~~interest, ~~market~~and ~~price~~a ~~for~~further ~~its~~amount ~~shares.~~of ~~The~~$3,239,686 ~~Company~~as ~~has~~equity nomethod ~~obligation~~goodwill, toon ~~provide~~the ~~financial~~Company’s ~~support~~balance ~~to North Star~~sheet.

AsThe Company has recorded its initial investments in North Star at cost based on the market value of ~~December~~the 31Company’s shares which were issued to acquire its equity interests for a total of $61,623,000. As ~~2013~~detailed above, the ~~Company~~cumulative ~~holds~~excess ~~31%~~value of $16,575,357 over the ~~shares~~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. WeThereafter, ~~account~~the Company has used the actual cash value paid for ~~this~~additional ~~investment~~North ~~applying~~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 ~~Equity~~ ~~Method~~grant ~~(APB~~of Noadditional 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 31.4%. While ~~18)~~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 main our current equity ownership percentage.

~~The~~On ~~changes~~October in3, 2013, the ~~fair~~Company ~~value~~funded $483,639 (CAD$500,000) cash consideration to North Star by way of ~~these~~a ~~investments~~private ~~were~~placement assubscription ~~follows~~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.

Balance as of June 30, 2012	$	-
Contributions:
Issue 14,000,000 restricted shares of the Company at market value on December 24, 2012		44,100,000
Issue 5,310,000 restricted shares of the Company at market value on January 24, 2013		17,523,000
Total		61,623,000
Equity (loss) income on long-term investment in North Star accounted for under the equity method		(533,358	)
Balance as of June 30, 2013		61,089,642
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		(163,553	)
Balance as of December 31, 2013	$	61,409,728

On June 4, 2014, North Star closed a private placement and issued additional common stock to investors. As of June 30, 2014, the Company currently holds 30.56% of the shares of North Star which is down from 31.4% as of June 30, 2013 due to dilution following the June 4th North Star private placement. We account for this investment applying the Equity Method (APB No. 18).

The underlying equity in the net assets of North Star as to the Company’s 31% ownership as at December 31, 2013 totals $42,182,739. Summarized financial information with respect to North Star accounted for using the equity method as of and for the six month period ended December 31, 2013 and for the fiscal year ended June 30, 2013 were as follows:

	At December 31, 2013		At June 30, 2013
Current assets	$	783,315	$	158,823
Property, and other assets, net		137,995,803		137,704,045
Total assets	$	138,779,118	$	137,862,868
Current liabilities	$	2,705,765	$	1,794,136
Long-term debt and other liabilities		-		2,376,250
Equity		136,073,353		133,692,482
Total liabilities and equity	$	138,779,118	$	137,862,868

F-9

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

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

	3 Months Ended December 31, 2013			6 Months ended December 31, 2013
Net Revenues	$	-		$	-
Operating expenses		257,765			594,875
Operating loss		(257,765	)		(594,875	)
Interest expenses		(1,095	)		(1,284	)
Net loss	$	(258,860	)	$	(596,159	)

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

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 reserve report 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 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 reserve report valuations 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.

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		(961,636	)
Balance as of June 30, 2014	$	60,676,134

Equity (loss) income on long-term investment in North Star accounted for under the equity method		(408,500	)
Balance as of September 30, 2014	$	60,267,634

AtThe ~~December~~underlying ~~31,~~equity ~~2013,~~in ~~there~~the ~~were~~net noassets ~~factors~~of ~~present~~North ~~evidencing~~Star aas ~~change in circumstances~~ to ~~indicate~~the ~~that~~Company’s ~~the~~30.50% ~~carrying~~as ~~value~~at ofSeptember ~~the~~30, ~~Company’s~~2014 ~~investment~~totals in$41,881,979 ~~North~~(June ~~Star~~30, ~~may~~2014 ~~have~~30.56%, ~~declined~~$43,586,107).

~~Note~~Summarized 4financial –information ~~Mineral~~with ~~rights~~respect ~~agreement~~to North Star accounted for using the equity method as of and for the three months period ended September 30, 2014, as of and for the fiscal year ended June 30, 2014 and as of the acquisition dates were as follows:

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 the Mineral Rights known as the Trout Properties. The Trout Properties are comprised of certain oil and gas leases as detailed below:

		At September 30, 2014		At June 30, 2014		At January 24, 2013		At December 21, 2012
Current assets	$	1,371,555	$	2,385,492	$	39,117	$	110,884
Property, and other assets, net		136,825,675		140,576,497		145,357,735		144,911,963
Total assets	$	138,197,230	$	143,361,989	$	145,396,852	$	145,022,847

Current liabilities	$	863,056	$	738,330	$	246,398	$	209,719
Long-term debt and other liabilities		-		-		2,515,750		2,508,250
Equity		137,334,174		142,623,659		142,634,704		142,304,878
Total liabilities and equity	$	138,197,230	$	143,361,989	$	145,396,852	$	145,022,847

Section 9 -89 R3W5	Alberta Crown P&NG Expiry: August, 2016
			Three Months ended September 30,
Sections 3,4,5 89R3W5	Alberta Crown Oil Sands Development Lease No. 7408100382 Expiry: July, 2017
			2014			2013
Net Revenues		$	-		$	-
Operating expenses			1,339,268			300,973
Operating loss			(1,339,268	)		(300,973	)
Interest expenses			(235	)		(562	)
Net loss		$	(1,339,503	)	$	(301,535	)

The Mineral Rights Agreement contained the following terms, amongst others:

· An 8% Royalty of Gross Monthly Production to be paid to Zentrum; · On or before December 31, 2013, the Company shall have drilled a minimum of one (1) Exploration Well to Contract Depth at locations to be provided by Zentrum and agreed to by the Company on Section 9 89 R3W5 of the Trout Property; · On or before June 30, 2014, unless otherwise mutually agreed to, the Company shall perform a 3D seismic program on Sections 4, 5, 6 89 R3W5 of the Trout Property. A copy and rights to the seismic data shall be provided to the Vendor within 60 days of the completion of the project;

F-10

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

Note 43 – ~~Mineral~~Investment ~~rights~~in ~~agreement~~CEC North Star Energy Ltd.: (continued)

·As Onat orthe ~~before~~fiscal ~~December~~year 31ended June 30, ~~2014~~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, ~~unless~~equity ~~otherwise~~method ~~mutually~~goodwill ~~agreed~~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. Results of the Company’s assessment indicated that at the year ended June 30, 2013 there was no impairment to the carrying value of its investment in North Star. In 2014, the Company ~~shall~~engaged ~~have~~a ~~drilled~~third party valuation firm (the “Valuator”) in order to independently evaluate its equity interest in North Star for indication of impairment as at the fiscal year ended June 30, 2013. The scope of the Valuator’s analysis included, but was not limited to, the following: (i) discussions with Management of North Star regarding the North Star’s history, organizational structure, products and services, markets, historical financial results, funding history, capitalization, competitive position, economic and industry outlook, and prospects for the future; (ii) examination of available documentation relating to North Star, its assets, operations, and financial results; (iii) independent research concerning North Star, its financial and operating history, the nature of its products, its competitive position, and the industry in which it operates; (iv) a ~~minimum~~directed search and examination of ~~one~~comparable public companies and transactions involving public and private comparable companies; and (1v) ~~Exploration~~an ~~Well~~analysis of all of the aforementioned information. The results of the Valuator’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. The Company further undertook a ~~location~~review of the carrying value of its investment in North Star in order to betest ~~mutually~~for ~~determined~~impairment ~~based~~at onthe year ended June 30, 2014. There have been no factors present during the 3Dfiscal ~~seismic~~year ~~above;~~ended June 30, 2014, or as at September 30, 2014, to indicate that the carrying value of our investment may have experienced a decline in value.

·Note ~~Any~~4 ~~default~~– ~~in the terms above will terminate the~~ Mineral ~~Rights~~rights ~~Agreement and the Company shall return the Trout Property to Zentrum.~~agreement:

~~The~~On ~~Company~~January ~~has~~22, ~~received~~2013, athe ~~preliminary~~Company ~~budget~~entered ~~for~~into ~~the~~an ~~drilling~~acquisition of ~~the~~mineral ~~initial~~rights ~~exploration~~agreement ~~well~~with onZentrum (the ~~Trout~~“Mineral ~~property~~Rights ~~with~~Agreement”). ~~costs~~Under ~~estimated~~the toterms beof ~~$1,500,000~~the ~~Canadian~~Mineral ~~dollars~~Rights ~~(USD~~Agreement ~~$1,504,920),~~the ~~plus~~Company orhas ~~minus~~the 20right ~~percent~~to ~~for~~acquire ~~seasonal~~the ~~adjustments~~Mineral ~~including~~Rights ~~weather,~~known ~~rig~~as ~~and~~the ~~crew~~Trout ~~availability~~Properties. WeThe ~~anticipate~~Trout ~~making~~Properties aare ~~drawdown~~comprised of ~~funds~~certain ~~under~~oil ~~the~~and ~~financing~~gas ~~agreement~~leases as ~~more~~detailed ~~particularly described in Note 5~~ below ~~in order to finance costs associated with this initial well.~~:

During the six month period ended December 31, 2013, the Company expended $29,066 on the Trout property.

Section 9 -89 R3W5	Alberta Crown P&NG Expiry: August, 2016

Sections 3,4,5 89R3W5	Alberta Crown P&NG Development Lease No. 7408100382 Expiry: July, 2015

~~Note~~On 5February –13, ~~Financing~~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:

On· ~~October~~Octagon 3,and ~~2012,~~Zentrum ~~the~~will ~~Company~~enter ~~entered~~into ~~in to~~ a ~~letter~~formal ~~agreement~~Farm-out ~~for~~and aOperating ~~Financing~~Agreement; ~~Commitment~~· ~~and~~Octagon ~~Credit~~will ~~Facility~~have (the ~~“Financing~~right ~~Agreement”~~to earn a fifty percent (50%) ~~for~~working interest in the ~~Company~~Trout ~~with~~Properties; ~~Zentrum,~~· ~~whereby~~A 3% Royalty of Gross Monthly Production to be paid to Zentrum; · Octagon will ~~provide~~pay ~~both~~fifty ~~debt~~percent (50%) of the drilling and ~~equity~~completion ~~funds~~costs of upthe first production well to ~~CAD$2,500,000~~be drilled on the Trout Properties at such location as may be agreed between the parties (~~USD$2,337,130~~the "Well") to; · Within six months of the ~~Company~~successful ~~for~~completion ~~investments~~and inproduction ~~assets~~of ~~owned~~the byWell, ~~private~~Octagon ~~operating~~will ~~oil~~pay ~~companies.~~to Zentrum a cash payment in the amount of$1,250,000;

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.

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 December 31, 2013 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), As of December 31, 2013, the Company has provided through the Zentrum AG financing agreement (ref Note 5), an amount totaling $483,639 ($500,000CDN) from proceeds received to NorthStar. During the period, Zentrum AG completed a subscription agreement whereby they finalized the initial US$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. The Company is required to issue 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, which shares remain payable as of December 31, 2013.

F-11

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

Note 54 – ~~Financing~~Mineral rights agreement (continued):

~~The~~In ~~remaining~~May ~~149,495~~2014 ~~warrants~~the ~~under~~Company received the first ~~warrant~~draft ~~attached~~of to the ~~financing~~Farm-out ~~agreement~~and ~~expired~~Operating atAgreements ~~the~~together ~~close~~with a cash call for its 50% share of ~~business~~the ondrilling ~~October~~costs for the first well to be drilled at 7-9-89-3 W5M in the total amount of CAD$998,647 ~~2013~~(USD $935,869). Concurrent with [the delivery of?] the draft Farm-out and ~~therefore~~Operating ~~they~~Agreements, ~~are~~Zentrum ~~forfeited~~advised the Company of its agreement to Farm-out 42.5% of its remaining 50% working interest. ~~Zentrum~~Assuming AGall ~~continues~~parties toare ~~hold~~successful ain ~~total~~earning oftheir ~~200~~respective working interests,~~000~~ ~~warrants~~Zentrum ~~exercisable~~will atmaintain $3a 7.005% ~~per~~working ~~share~~interest, ~~for~~other apartners ~~period~~have ofacquired ~~three~~a ~~years~~22.5% ~~from~~working ~~October~~interest 3,and ~~2013,~~North ~~expiring~~Star onhas ~~October~~farmed 3,in ~~2016,~~to ifearn ~~not~~a ~~prior~~20% ~~exercised~~working interest.

~~Further~~As at June 30, ~~under~~2014 ~~the~~joint ~~terms~~venture ofpartners ~~the~~including ~~financing~~Zentrum ~~agreement~~and North Star, have completed certain geological and geophysical work to identify the ~~Company~~bottom ishole ~~required~~target and have conducted extensive field work to ~~pay~~locate ~~fees~~an ofappropriate 8%surface orlocation ~~$40~~with reasonable access for a directional drilling rig. Further,~~000~~ ~~related~~the tojoint ~~funds~~venture ~~received on~~partners have obtained an environmental assessment for the ~~equity~~drilling ~~draw~~application ~~down~~and ~~which~~obtained project approval for the drilling from the Peerless/Trout First Nations Band. The site has also been ~~recorded~~made asready ~~accounts~~for ~~payable~~drilling and has been secured with gates on ~~the~~access ~~balance~~roads ~~sheet~~as ofrequired. The drilling license will remain in place for a year, expiring April 2015, by which time the ~~Company~~well must be drilled and completed. Mineral rights on this lease targeted for drilling expire in July 2015 and any work will need to be ~~paid~~reclaimed ~~out~~if asthe ~~further~~project ~~financing~~does isnot ~~provided~~proceed.

AThe ~~total~~Company ofhas ~~$50~~not yet returned the signed Farm-out and Operating Agreement,~~000~~ ~~reflected~~nor onhas the ~~Company’s~~cash ~~balance~~call ~~sheets~~been funded as ~~investor~~at ~~deposits~~the indate ~~relation~~of tothis ~~additional~~filing. The ~~funds~~joint ~~advanced~~venture topartners have advised the Company ~~during~~they will not spud the ~~period~~well ~~ended~~until such documents and required funding have been provided. It is anticipated management will complete its review of the pending agreements prior to December 31, ~~2013~~2014.

~~Note~~During 6the –most ~~Related~~recently ~~party~~completed ~~transactions:~~three months ended September 30, 2014, the Company expended nil (June 30, 2014 - $30,706) on the Trout property.

Mr. Guido Hilekes, our President and a Director, is also a member of the board of directors of both NorthStar and Zentrum, our controlling shareholder. Zentrum has provided a line of credit to the Company (Note 5~~) and~~ ~~has~~– also provided financing to CEC North Star Energy Ltd. by way of a $1,500,000 (CAD) convertible debenture. Zentrum is also a significant shareholder of CEC North Star Energy Ltd. and the controlling shareholder of our Company. The CEO of NorthStar is also an advisor to Zentrum. The mineral rights agreement for our oil and gas asset was entered into between the Company and Zentrum.Advances:

~~Note~~As 7of –September ~~Advances:~~30, 2014 total advances from shareholders of the Company were $19,167 (June 30, 2014 - $19,167). The advances are on demand and bear no interest.

AsNote of6 ~~December~~– ~~31,~~Issuance ~~2013 and June 30, 2013, total advances from shareholders~~ of ~~the Company were $19,167. The advances are on demand and bear no interest.~~shares:

~~Note~~As 8of –September ~~Issuance~~30, 2014 and June 30, 2014, there were a total of 26,932,342 shares: issued and outstanding.

OnNote ~~August~~7 ~~27,~~– ~~2012,~~Stock ~~the~~options ~~Company~~and ~~negotiated~~Stock 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.awards:

On(1) ~~December~~Stock 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.Option

On ~~January~~November 2411, 2013, the Company granted ~~issued~~non-qualified astock ~~total~~options for an aggregate of 51,~~310~~500,000 ~~restricted~~ shares of the Company's common stock under the Company's 2013 Stock Option and Stock Award Plan (the "2013 Plan") to ~~three~~various ~~independent~~officers, ~~shareholders~~directors and consultants of ~~North~~the ~~Star~~Company. ~~valued~~Each atoption was granted for a six year term with an exercise price of $36.3000 per share, ~~which~~vesting ~~was~~equally ~~the~~over ~~market~~a ~~value~~period of ~~the~~three ~~shares~~years ~~based~~and onexpiring six years after the ~~bid~~grant ~~price~~date. ofOf the ~~shares~~1,500,000 onstock ~~the~~options ~~date~~granted, of950,000 were issued to the ~~transaction~~Company's directors and executive officers, ~~for~~250,000 awere ~~total~~issued ~~acquisition~~to ~~cost~~executive officers and directors of ~~$17~~the Company’s wholly owned subsidiary and the remaining 300,~~523,~~000 were issued to various consultants of the Company.

On October 3, 2013, Zentrum completed a subscription agreement through the Zentrum AG financing agreement (ref Note 5). 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.

F-12

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

Note 87 – ~~Issuance~~Stock ofoption ~~shares~~and Stock award: (continued):

As(1) ofStock ~~December~~Option ~~31, 2013, 250,505 shares in respect of the aforementioned Unit and warrant exercise remained unissued and are recorded as stock payable on the balance sheets.~~(continued)

AsThe offollowing ~~December~~tables ~~31,~~summarize ~~2013,~~information ~~there~~concerning ~~were~~stock aoptions ~~total~~outstanding as of 26June 30,~~545,473~~ ~~shares issued and outstanding.~~2014:

Note 9 – Stock option and Stock award:

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

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.

	Stock Options		Weighted Average Grant Date Fair Value

Unvested, at June 30, 2014		1,000,000		6
Granted		-	$	-
Vested		-		-
Forfeited		-		-
Unvested, end of September 30, 2014		1,000,000	$	6

The following tables summarize information concerning stock options outstanding as of December 31, 2013:

Exercise Price				Number Outstanding				Weighted Average Remaining Contractual Life				Number Subject to Exercise
$	6				1,500,000				5.15				1,500,000

	December 31, 2013				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			-	-

The Company recognized stock-based compensation expense of $567,488 during the three month period ended September 30, 2014 (September 30, 2013 - $Nil)

	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 December 31, 2013		1,000,000	$	6

Exercise Price				Number Outstanding				Weighted Average Remaining Contractual Life				Number Subject to Exercise
$	6				1,500,000				5.89				1,500,000

Unrecognized compensation expense related to outstanding stock options as of September 30, 2014 was $1,226,955 and is expected to be recognized in future periods.

The Company recognized stock-based compensation expense of $4,986,667 during the six month period ended December 31, 2013.

F-13

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013

Note 9 – Stock option and Stock award (continued):

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~~SAC 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 three month period ended December 31, 2013:442565458v2

F-13

OCTAGON 88 RESOURCES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

Note 7 – Stock option and Stock award: (continued)

(1)	Stock Option (continued)

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 fiscal year ended June 30, 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.

~~Note~~(2) 10Stock –Purchase Warrants:

On ~~October~~April 328, ~~2013,~~2014 ~~Zentrum completed a subscription agreement through~~ the ~~Zentrum AG financing agreement (ref Note 5). Zentrum had funded a total of US$500,000 to the~~ Company ~~requiring~~granted ~~the issuance of 200~~70,000 ~~Units, each Unit consisting of one~~ share ofpurchase ~~common~~warrants ~~stock~~exercisable atinto ~~US$2.50 per share~~70, ~~a one year warrant to purchase an additional 200,~~000 shares of common stock at ~~an exercise price of US~~$35.0050 per share onfor ~~or before October 3, 2013 and~~ a ~~three~~period ~~year warrant to purchase 200,000 shares~~ of ~~common~~5 ~~stock at an exercise price of US$3.00 per share. The second warrant has an expiry date of 3~~ years ~~after~~from ~~closing of~~ the ~~first~~date ~~draw under this agreement. Concurrently, Zentrum delivered notice~~ of ~~exercise~~issue ofto ~~warrant under the first warrant for~~ a ~~total~~consultant ofto ~~50,505~~the ~~shares of common stock for total proceeds of $151,515~~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 recorded stock compensation expense as a result of the issued stock purchase warrants of $196,100 during the fiscal year ended June 30, 2014.

F-14

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

Note 108 – Warrants: ~~(continued)~~

AsOn atOctober ~~December 31~~3, 2013, Zentrum completed a subscription agreement through the ~~Company~~Zentrum AG financing agreement. Zentrum had funded a total of US$500,000 to the ~~following~~Company ~~warrants~~requiring ~~outstanding:~~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.

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at June 30, 2013		Issued		Exercised		Expired		Outstanding at December 31, 2013
$	3	October 3, 2013		0		-		200,000		50,505		149,495		0
$	3	October 3, 2016		2.76		-		200,000		-		-		200,000
						-		400,000		-		-		200,000

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.

~~Note~~During 11the –fiscal ~~Income~~year ~~taxes:~~ended June 30, 2014, the Company issued a total of 370,000 warrants to a director and consultants. The warrants are exercisable into 370,000 shares of our common stock at an exercise price of $5.50 per share. The warrants expire on April 28, 2019.

~~Deferred~~As ~~income~~at ~~taxes~~September ~~are~~30, ~~determined~~2014, ~~using~~ the ~~liability method for the temporary differences between the financial reporting basis and income tax basis of the~~ Company’s ~~assets~~had ~~and liabilities. Deferred income taxes are measured based on~~ the ~~tax~~following ~~rates~~warrants 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.outstanding:

Operating loss carry-forwards generated during the period of June 9, 2008 (date of inception), through December 31, 2013, of approximately $1,069,320, will begin to expire in 2028. Accordingly, deferred tax assets total approximately $363,500 related to the net operating loss carry-forward. For the six month periods ended December 31, 2013 and 2012, the allowance increased by approximately $125,148 and $6,600, respectively.

Exercise Price		Expiry Date	Weighted Average Remaining Contractual Life (Years)		Outstanding at June 30, 2014		Issued		Exercised		Expired		Outstanding at September 30, 2014
$	3	October 3, 2016		2.26		200,000		-		-		-		200,000
$	6.50	February 8, 2016		1.61		6,818		-		-		-		6,818
$	5.50	April 28, 2019		4.83		370,000		-		-		-		370,000
						576,818		-		-		-		576,818

~~The~~Note ~~Company~~9 ~~has~~– noRelated ~~tax~~party ~~positions at December 31, 2013, or June 30, 2013, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.~~transactions:

~~The~~On ~~Company~~January ~~recognizes~~29, ~~interest~~2013, ~~accrued~~the ~~related~~Board toappointed ~~unrecognized~~Mr. ~~tax~~Guido ~~benefits~~Hilekes inas ~~interest~~a ~~expense~~Director and ~~penalties~~President inof ~~operating~~the ~~expenses~~Company. Concurrently, ~~The~~Mr. Feliciano Tighe tendered his resignation as President of the Company. Mr. ~~had~~Tighe noremains ~~accruals~~Corporate ~~for~~Secretary ~~interest~~and a director of the Company, and ~~penalties~~also ~~since~~provides ~~inception~~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.

~~Tax~~Zentrum ~~returns~~has ~~have~~provided ~~been~~a ~~submitted~~line ~~for~~of credit to the ~~period~~Company ~~from~~and ~~inception~~has also provided financing to ~~the~~North ~~period~~Star ~~ended~~by ~~June~~way 30of a $1,500,000 ~~2009. The~~(CDN) ~~tax~~convertible ~~returns~~debenture ~~for~~which ~~the~~debenture ~~period~~was ~~thereafter~~converted to equity ownership in North Star during the fiscal year ended June 30, ~~2013~~2014 ~~are~~so ~~subject~~that toZentrum ~~examination~~is bynow a 11.86% shareholder of North Star and is also the ~~Internal~~controlling ~~Revenue~~shareholder ~~Service,~~of ~~however,~~our ~~any~~Company. The ~~tax~~CEO ~~returns~~of ~~submitted~~North ~~will~~Star ~~reflect~~is aalso ~~year~~an ~~over~~advisor ~~year~~to ~~loss~~Zentrum. ~~from~~The ~~operations~~mineral rights agreement for our oil and ~~therefore~~gas ~~management~~asset ~~does~~was ~~not~~entered ~~expect~~into ~~any~~between ~~tax~~the ~~liabilities~~Company ~~exist~~and Zentrum.

~~Note~~During 12the -three ~~New~~month ~~accounting~~period ~~pronouncements:~~ended September 30, 2014 the Company paid a total of $16,650 to Mr. Richard Ebner, a member of our Board of Directors for corporate administrative fees and director’s fees.

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 13 – Subsequent events:

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).

On January 15, 2014, the Company and Zentrum reached an agreement to extend the December 31, 2013 drilling commitment to June 30, 2014 on the Trout Lake properties.

F-15

OCTAGON 88 RESOURCES, INC.

(An Exploration Stage Enterprise)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~December~~September 3130, ~~2013~~2014

Note 139 – ~~Subsequent~~Related ~~events~~party transactions (continued):

OnDuring ~~January 30, 2014,~~ the ~~Company~~three ~~entered~~month ~~into~~period aended ~~Placement~~September ~~Agent~~30, ~~Agreement~~2014, ~~with~~Mr. ~~David~~Guido ~~Bisang~~Hilekes, ~~(“DVB”) (the “PA”) whereby DVB agreed to act as the Company’s non-exclusive agent in~~ a ~~private~~member ~~placement or similar unregistered transaction~~ of ~~equity~~our orBoard ~~equity-linked securities~~ of ~~the~~Directors, ~~Company. The~~invoiced ~~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~~$4,593 ~~(i) eight percent (8%) of the aggregate consideration raised~~ in ~~each~~administrative ~~closing~~fees ~~in cash~~ and ~~warrants to purchase five (5%) of the Company~~director’s ~~common stock at each closing, identical to any warrants issued to investors~~fees. The ~~foregoing~~Company ~~fees~~paid ~~are~~a ~~payable~~total ~~for any sale~~ of ~~securities~~$4,692, ~~during~~leaving ~~the~~$1,472 ~~twelve~~owing ~~month term or within twenty-four months thereafter with respect~~ to ~~investors identified by DVB~~Mr. ~~The~~ ~~Company~~Hilekes isas ~~further~~at ~~required~~September to30, ~~pay~~2014 ~~expenses~~included ~~incurred~~on ~~by DVB including~~ the ~~fees~~Company’s ~~and~~balance ~~expenses~~sheets ofin ~~its~~accounts ~~legal~~payable ~~counsel~~(June ~~and~~30, ~~any~~2014 ~~advisor~~- ~~retained by Palladium. Fees and expenses in excess of~~ $1,~~000 require prior written authorization from the Company~~571).

OnDuring ~~January~~the 31three month period ended September 30, 2014, ~~the~~Mr. ~~Company~~Feliciano ~~closed~~Tighe, a ~~financing~~member ~~with~~of ~~one~~our ~~subscriber~~Board asof ~~described~~Directors, ~~below~~invoiced ~~and shall~~the ~~pay to~~Company ~~DVB~~$15,745 ~~cash~~in ~~consideration~~administrative offees ~~$60,000~~ and ~~issue~~director’s fees. The Company paid a total of 6$16,~~818~~083, ~~stock~~leaving ~~purchase warrants~~$4,993 ~~each~~owing ~~warrant~~to ~~exercisable at $6~~Mr.50 ~~per~~Tighe ~~share~~as ~~for~~at aSeptember ~~period~~30, of2014 ~~two~~included ~~years~~on ~~from~~ the ~~date~~Company’s ofbalance ~~issuance.~~sheets ~~The~~in ~~warrants~~accounts ~~were~~payable ~~issued~~(June ~~on February 8~~30, 2014 - $5,331).

OnDuring ~~January 31, 2014,~~ the ~~Company~~three ~~entered into~~month ~~securities~~period ~~purchase~~ended ~~agreements~~September ~~(the~~30, ~~“SPA”)~~2014, toMr. ~~raise~~Peter ~~a total $750~~Beck,~~000~~ ~~with~~a ~~one~~member ~~accredited~~of ~~investor~~our ~~introduced~~Board byof ~~DVB~~Directors toinvoiced the Company~~. Under~~ ~~the~~$3,947 ~~terms~~in ofadministrative ~~the~~fees ~~SPA,~~and ~~the~~director’s ~~purchasers~~fees. ~~subscribed~~The ~~for~~Company paid a total of ~~136~~$3,~~364 shares~~573, ofleaving ~~the~~$1,114 ~~common~~owing ~~stock~~to ~~of the Company at $5~~Mr.50 ~~per~~Beck ~~share~~as ~~and an equal number of warrants exercisable~~ at ~~$6.50~~September ~~per~~30, ~~share~~2014 ~~for~~included aon ~~period~~the ofCompany’s ~~two~~balance ~~years. The~~sheets ~~shares~~in ~~and~~accounts ~~warrants~~payable ~~were~~(June ~~issued on February 8~~30, 2014 - $740).

OnNote ~~February~~10 ~~13,~~– ~~2014,the~~Income Company and Zentrum Energie AG executed a letter agreement whereby they agreed to amend the terms of their initial Mineral Rights Acquisition Agreement entered into on January 22, 2013 (the "Original Agreement") by the termination of the Original Agreement on the Trout Lake Properties and the entry into a Farm In Agreement whereby the Company will have the right to earn a fifty percent (50%) working interest in the Trout Properties as defined in the Original Agreement.Taxes:

~~The~~Deferred ~~letter~~income ~~agreement~~taxes ~~calls~~are determined using the liability method for the ~~parties~~temporary todifferences ~~enter~~between ~~into~~the afinancial ~~formal~~reporting ~~Farm-in~~basis and ~~Operating~~income ~~Agreement~~tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on orthe ~~before~~tax ~~February~~rates ~~28,~~expected ~~2014,~~to ~~with~~be in effect when the ~~following~~temporary ~~defined~~differences ~~terms~~are ~~which~~included in the ~~parties~~Company’s ~~have~~tax ~~agreed~~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.

~~(i)~~ Operating loss carry-forwards generated during the ~~Company~~period ~~will~~of ~~pay~~June ~~fifty~~9, ~~percent~~2008 (~~50%)~~date of ~~the~~inception), ~~drilling~~through ~~and~~September ~~completion~~31, ~~costs~~2014, of ~~the~~approximately ~~first~~$2,824,178, ~~production~~will ~~well~~begin to beexpire ~~drilled~~in on2028. ~~the~~Accordingly, ~~Trout~~deferred ~~Properties~~tax atassets ~~such~~total ~~location~~approximately as$960,220 ~~may~~related beto ~~agreed~~the ~~between~~net operating loss carry-forward. For the ~~parties~~three (month periods ended September 30, 2014 and 2013, the ~~“Well”);~~allowance increased by approximately $209,467 and $68,403, respectively.

~~(ii) Within~~The ~~six~~Company ~~months~~has ofno ~~the~~tax ~~successful~~positions ~~completion~~at ~~and~~September ~~production~~30, of2014, ~~the~~or ~~Well~~June 30, 2014, for which the ~~Company~~ultimate ~~will~~deductibility ~~pay~~is tohighly ~~Zentrum~~certain abut ~~cash~~for ~~payment~~which inthere is uncertainty about the ~~amount~~timing of ~~$1,250,000;~~such deductibility.

~~(iii)~~ The ~~Gross~~Company ~~Overiding~~recognizes ~~Royalty~~interest ~~Rights~~accrued ~~(“GORR”)~~related to ~~Zentrum~~unrecognized ~~shall~~tax bebenefits ~~three~~in ~~percent~~interest ~~(3%);~~expense and penalties in operating expenses. The Company had no accruals for interest and penalties since inception.

~~(iv)~~Tax returns have been submitted for the period from inception to the period ended June 30, 2009. The ~~Company~~tax ~~and~~returns ~~Zentrum~~for ~~and~~the ~~any~~period ~~other~~thereafter ~~working~~to ~~interest~~the ~~owners~~fiscal ~~which~~year ~~Zentrum~~ended ~~may~~June ~~identify~~30, ~~will~~2014 ~~enter~~are ~~into~~subject ato ~~Joint~~examination ~~Venture~~by ~~Operating~~the ~~Agreement~~Internal asRevenue Service, however, any tax returns submitted will reflect a ~~condition~~year ofover ~~the~~year ~~amended~~loss ~~terms~~from operations and therefore management does not expect any tax liabilities exist.

The tax returns for the years from fiscal 2009 to fiscal year ended June 30, 2014 are subject to examination by the Internal Revenue Service.

Note 11 – Subsequent events:

On October 29, 2014 the Company accepted a private placement subscription from one accredited investor for total proceeds of $100,000.80 to purchase 29,412 Units at $3.40 per Unit, each Unit consisting of one share and one share purchase warrant entitling the holder to acquire an additional share of common stock at $4.50 per share, for a period of two years from the acceptance date. The Company will pay an agent’s fee of $5,000 and issue 1,471 warrants exercisable for a period of two years at $4.50 per share to Mr. David Bisang in respect of the aforementioned placement.

F-16

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

Forward Looking Statements

This current 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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the fiscal year ended June 30, ~~2013~~2014, as filed with the Securities and Exchange Commission on October 1814, ~~2013~~2014, along with the accompanying notes. As used in this quarterly report, the terms "we", "us", "our", and the "Company" means Octagon 88 Resources, Inc.

~~Current~~Plan ~~Business~~of Operation and Capital Requirements

WeOur ~~were~~overall ~~incorporated~~plan asis ato ~~natural~~undertake ~~resource~~ exploration ~~company~~and exploitation activities on our projects which are determined to ~~acquire~~be the most expedient route to generate cash flow. Our initial plan is, ~~explore~~through North Star, to drill and develop ~~natural~~the ~~resource~~Elkton ~~assets~~Erosional Edge project. WeThe ~~commenced~~overall ~~our~~Elkton ~~business~~schedule ~~operations~~envisages first oil sales beginning in early 2015 with initial plans for 5 horizontal production wells. While we may provide funds to North Star by ~~acquiring~~way of loans or equity investment from time to time, we have no requirement to fund the ~~right~~operations of North Star. We hope to ~~earn~~generate arevenues ~~50%~~through ~~working~~North ~~interest~~Star inwith their planned operations, however there is no obligation for North Star to provide us with any revenues derived from operations. We have an ~~Alberta~~immediate capital requirement of approximately $1,000,000 ~~Canada~~to ~~petroleum~~be ~~and~~funded ~~natural~~for ~~gas~~the ~~lease~~drilling of the first well on the Trout Lake property. ~~With~~ Thereafter awe ~~change~~will inbe ~~management~~required ~~and~~within asix ~~review~~months from the successful completion of the ~~project~~well to pay Zentrum $1,250,000 wein ~~allowed~~order to earn our 50% working interest. With the ~~farm-~~Zentrum credit facility in ~~agreement~~place we believe that we will have sufficient working capital to ~~lapse~~fund ~~and~~our ~~therefore~~ongoing ~~under~~administrative operations for the ~~SEC~~next ~~policies~~twelve months. We expect we ~~became~~will abe ~~shell~~required ~~company~~to raise at least an additional $2,000,000 in the near term in order to meet all anticipated operational costs.

The Company’s intention is to grow shareholder value through mergers and acquisitions opportunities available to the Company. Following the intent of the Company, in late 2012 and early2013, we acquired substantial light and conventional heavy oil assets in Northern Alberta by way of a number of acquisition agreements more particularly described above and throughout this annual report on Form 10-K.

With the closing of these acquisitions the Company the Company emerged from shell status. Current management is of the opinion that the acquired projects have been substantially de-risked which will allow the Company to emerge as a development stage oil and gas company.

The current program schedule entails working with the operator of these properties to bring on production and cash flow through the Company’s direct working interests, and indirect investments spread throughout the projects.

Notable Acquisitions

On December 24, 2012, we exchanged 14,000,000 shares of the Company with Zentrum Energie Trust AG (“Zentrum”) for approximately 3,100,000 shares of CEC North Star Energy Ltd. (“North Star”) and on January 23, 2013, we exchanged a further 1,410,000 shares of North Star with three independent stockholders of North Star for 5,310,000 shares of the Company bringing our ownership interest in North Star to 33% and making the Company the largest single stockholder of North Star. Certain of the officers and directors and shareholders of North Star, Zentrum and the Company are related parties as further disclosed in our financial statements.

On January 22, 2013, the Company entered into an acquisition of mineral rights agreement with (the “Mineral Rights Agreement”). Under the terms of the Mineral Rights Agreement the Company has the right to acquire the Mineral Rights known as the Trout Properties by undertaking certain exploration activities on the properties acquired. The acquisition was made between Zentrum and the Company. Certain of the officer and directors and shareholder of Zentrum and the Company are related parties as disclosed in our financial statements.

On October 3,2013, the Company funded $483,639 (CAD$500,000) 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 $38, and one two year warrant to acquire a common share of North Star at an exercise price of: (i) $58 per common share of North Star if exercised prior to September 30, 2014; or (ii) $76 per common share of North Star if exercised any time on or between September 30, 2014 and the expire date.

RESULTS OF OPERATIONS

Results of Operations

Three Month Period Ended ~~December~~September 3130, ~~2013~~2014 Compared to Three Month Period Ended ~~December~~September 3130, ~~2012~~2013

We generated no revenue for the three month periods ended ~~December~~September 3130, ~~2013~~2014 and ~~December~~September 3130, ~~2012~~2013, respectively.

~~For the three month periods ended December 31, 2013 and 2012, we incurred a net loss from operations of $~~5,144,807 and $8,490, respectively. The significant increase in losses is due to a stock based compensation expense of $4,986,667 which was recorded during the three month period ended December 31, 2013 with no comparative expense for the same period ended December 31, 2012. Due to increased operations we had an increase in investor relations fees from $nil for the three months ended December 31, 2012 to $16,594 for the three months ended December 31, 2013, other general and administrative expenses increased to $6,266 for the three months ended December 31, 2013 from $630 for the three months ended December 31, 2012, and professional fees increased to $75,358 for the three months ended December 31, 2013 from $7,860 for the three months ended December 31, 2012.

~~During~~For the three ~~months~~month periods ended ~~December~~September 3130, 2014 and 2013, we incurred ~~losses~~a ~~from~~net ~~equity~~loss ~~investments~~from operations of $591,~~962~~183,568 asand a$201,185, ~~result~~respectively. Due ofto increased operations we experienced an increase to stock based compensation from $nil for the ~~investments~~three months ended September 30, 2013 to $567,488 for the three months ended September 30, 2014, professional fees increased from $18,795 for the three months ended September 30, 2013 to $111,113 from the three months ended September 30, 2014; other general and administrative expenses increased to $49,195 for the three months ended September 30, 2014 from $7,036 for the three months ended September 30, 2013, and we incurred exploration expenses in ~~CEC~~the ~~North~~amount ~~Star~~of ~~Energy~~$29,066 ~~Ltd.~~as of September 30, 2013 with no comparable ~~loss~~expense for the ~~three~~period ~~months~~ ended ~~December~~September 3130, ~~2012~~2014.

~~Six~~During ~~Month~~the ~~Period~~three ~~Ended~~months ~~December~~ended 31September 30, ~~2013~~2014, ~~Compared~~we incurred losses from equity investments of $408,500 compared to ~~Six~~loss ~~Month~~from ~~Period~~equity ~~Ended~~investments ~~December~~of 31$94,833 ~~2012~~in the same period ended September 30, 2013 as a result of the investments in CEC North Star Energy Ltd.

~~We generated no revenue for the six month periods ended December 31, 2013 and December 31, 2012, respectively.~~Liquidity

~~For~~As of the ~~six~~three ~~month~~months ~~periods~~ ended ~~December~~September 3130, ~~2013 and 2012~~2014, weour ~~incurred~~cash abalance ~~net~~was ~~loss from operations of~~ $567,~~354,750~~308 and ~~$19,342,~~our ~~respectively. The~~liabilities ~~significant~~totaled ~~increase~~$111,467 inas ~~losses~~compared ~~is due~~ to acash ~~stock based compensation expense~~ of $4250,~~986,667~~360 ~~which~~and ~~was~~liabilities ~~recorded~~of ~~during the six month period ended December 31~~$83,717 ~~2013~~as ~~with~~at noJune ~~comparative expense for the same period ended December 31~~30, ~~2012~~2014. Our ~~Due~~ability to ~~increased~~meet ~~operations~~our wefinancial ~~had~~liabilities anand ~~increase~~commitments inis ~~investor~~primarily ~~relations~~dependent ~~fees~~upon ~~from $nil for~~ the ~~six~~continued ~~months~~issuance ~~ended~~of ~~December~~equity ~~31, 2012~~ to ~~$68~~new stockholders,~~049~~ ~~for~~ the ~~six~~ability ~~months~~to ~~ended~~borrow ~~December 31~~funds, ~~2013, other general~~ and ~~administrative~~our ~~expenses~~ability ~~increased~~ to ~~$13,262~~achieve ~~for~~and ~~the~~maintain ~~six~~profitable ~~months ended December 31~~operations. Initially, ~~2013~~we ~~from~~will ~~$787~~not ~~for~~have ~~the~~any ~~six~~cash ~~months~~flow ~~ended~~from ~~December~~operating ~~31,~~activities. We ~~2012,~~previously ~~professional~~entered ~~fees~~into ~~increased~~a tofinancing ~~$94,153~~agreement ~~for~~with ~~the~~Zentrum ~~six~~Energie ~~months~~Trust ~~ended~~AG ~~December~~to ~~31,~~raise ~~2013~~up ~~from~~to $182,~~645 for the six months ended December 31~~507,800 ~~2012~~(CDN$2, ~~and~~500,000) weby ~~incurred~~way ~~exploration expenses in the amount~~ of ~~$29,066~~equity asor ~~of December 31~~debt, ~~2013~~ with nothe ~~comparable~~first ~~expense~~draw ~~for~~down ~~the~~of ~~period~~CDN$500,000 ~~ended~~being ~~December~~an ~~31,~~equity ~~2012~~draw down.

~~During~~On ~~the~~October ~~six~~3, ~~months~~2013, ~~ended~~pursuant ~~December~~to ~~31,~~the ~~2013~~financing agreement, weZentrum ~~incurred~~completed ~~losses~~a ~~from~~subscription agreement whereby they finalized the initial $500,000 equity ~~investments~~draw down and they sent a warrant notice of exercise for $~~163~~151,~~553~~515 aswhich awas ~~result~~the remaining portion of the ~~investments~~funds inreflected on our balance sheet as investor deposits at the notice date. To complete the equity draw down, at our request, Zentrum provided funds of $483,639 (CDN$500,000) directly to CEC North Star Energy Ltd. ~~with~~(“North noStar”) ~~comparable~~for ~~loss~~drilling operations. The amount provided to North Star on our behalf was applied to 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 ~~six~~price ~~months~~of ~~ended~~CDN$38, ~~December~~and 31one two year warrant to acquire a common share of North Star at an exercise price of: (i) CDN$58 per common share of North Star if exercised prior to September 30, ~~2012~~2014; or (ii) CDN$76 per common share of North Star if exercised any time on or between September 30, 2014 and the expiration date.

In respect of the completed equity draw down from Zentrum of $500,000 we issued a total of 200,000 shares and a further 50,505 shares pursuant to the warrant exercise for a total of 250,505 common shares on January 31, 2014. The remaining 149,495 warrants under the initial share purchase warrant expired at the close of business on October 3, 2013 and have been cancelled. 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 fully exercised. Further, under the terms of the financing agreement, the Company is required to pay fees of 8% on funds received on an equity draw down, and in that regard, $40,000 was paid out during the nine month period ended March 31, 2014 in respect of the $500,000 received from Zentrum.

We have approximately $1,747,550 (CDN$1,950,000) in funding remaining available under the credit facility. We have a requirement to expend approximately $678,236 (CDN$750,000) on our Trout Lake property to earn our 50% working interest once we enter into a formal Farm-out Agreement and Operating Agreement with Zentrum.

On January 31, 2014, we entered into a securities purchase agreement (the “SPA”) to raise a total $750,000 with one accredited investor introduced by David Bisang to the Company. Under the terms of the SPA, the investor subscribed for a total of 136,364 shares of our common stock at $5.50 per share and an equal number of warrants exercisable at $6.50 per share for a period of two years. The shares were issued on February 11, 2014.

~~Period~~Subsequent ~~from~~to ~~Inception~~our ~~(June~~quarter 9ended September 30, ~~2008)~~2014, on October 29, 2014, we entered into a private placement subscription agreement with one accredited investor for total proceeds of $100,000.80 to ~~December~~purchase 31a total of 29,412 ~~2013~~units at $3.40 per unit, with each unit consisting of one share and one share purchase warrant entitling the holder to acquire an additional share of common stock at $4.50 per share, for a period of two years from the acceptance date.

We have had no revenues since inception. Since inception, we have an accumulated deficit during the exploration stage of $6,069,361. While we have recently acquired interests in certain oil and gas prospects, we expect to continue to incur losses while we maintain our reporting status with the SEC and continue to work to develop profitable operations for the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of the six months ended December 31, 2013, our cash balance was $1,413 and our liabilities totaled $124,009 as compared to cash of $108,593 and liabilities of $150,113 as at June 30, 2013. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and our ability to achieve and maintain profitable operations. Initially, we will not have any cash flow from operating activities. Our cash position has improved due to the fact that we have commenced operations and we have arranged by way of a financing agreement with Zentrum Energie Trust AG to raise up to CAD$2,500,000 (US$2,337,130) by way of equity or debt, with the first draw down of US$500,000 being an equity draw down at $2.50 per unit, each unit consisting of one share of common stock and two stock purchase warrants, exercisable at $3.00 per share.

On October 3, 2013, Zentrum provided $483,639 (CDN$500,000) to North Star for drilling operations under this agreement. The CDN$500,000 is booked as a loan to North Star from the Company. Subsequent to December 31, 2013, on October 3, 2013, Zentrum AG completed a subscription agreement whereby they finalized the initial $500,000 equity draw down and they sent a warrant notice of exercise for $151,515 which was the remaining portion of the funds currently reflected on the balance sheet of the Company as investor deposits, after the application of $16,361. The Company issued a total of 200,000 shares under the equity draw down and a total of 50,505 shares pursuant to the warrant exercise. The remaining 149,495 warrants under the initial warrant expired at the close of business on October 3, 2013 and therefore they are cancelled. Zentrum AG will have 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.

The Company has not yet issued the shares pursuant to the equity placement or the exercise of the warrants.

Further, under the terms of the financing agreement, the Company is required to pay fees of 8% of the funds on the equity draw down, or $40,000 which will be booked as an accounts payable on the balance sheet of the Company and paid out as further financing is provided.

We have approximately $1,950,000CDN (1,822,961USD) in funding remaining available under the credit facility. The Company has a requirement to expend $1,500,000CDN ($1,402,278USD) on its Trout Lake property to earn its interest prior to June 30, 2014.

There are no assurances funds will be available when needed. We do not have a requirement to provide funding to North Star so all remaining funds under the equity line should be sufficient for operations of the Company over the next twelve months. There can be no assurance that additional financing under the credit line will be available to us when needed or whether other funding will be available, and , if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

Capital Resources

As of ~~December~~September 3130, ~~2013~~2014, we had total assets of $6160,~~415~~338,~~563~~164, comprised of cash on hand of $167,~~413~~308, ~~and~~ prepaid expenses of $43,~~422~~222 and the value of our investment in a private oil and gas exploration company, CEC North Star Energy Ltd., valued at $6160,~~409~~267,~~728~~634, as compared to total assets of $6160,~~198~~926,~~235~~494, comprised of cash on hand of $~~108~~250,~~593~~360 and the value of our investment in a private oil and gas exploration company, in the amount of $6160,~~198~~676,~~235~~134, on June 30, ~~2013~~2014. As of ~~December~~September 3130, ~~2013~~2014, our total liabilities ~~decreased~~increased to $~~124~~111,~~009~~467 from $~~150~~83,~~113~~717 as of June 30, ~~2013~~2014 as we ~~raised~~increased ~~funds and paid down debt~~operations. While we have substantially increased our net assets with the recent acquisition of shares in a private oil and gas company, we are not able presently to monetize these assets. We have not generated revenue since the date of Inception (June 9, 2008).

Plan of Operation and Capital Requirements

Our overall plan is to undertake exploration and exploitation activities on our projects which are determined to be the most expedient route to generate cash flow. Our initial plan is, through North Star, to drill and develop the Elton Erosional Edge project. The overall Elkton schedule envisages first oil sales beginning in January 2014 with 5 horizontal production wells. While we have made a recent loan of $500,000 to North Star, which funds were drawn down under the credit facility provided by Zentrum, we have no requirement to fund the operations of North Star. We hope to generate revenues through North Star with their planned operations; however there is no obligation for North Star to provide us with any revenues derived from operations. We have a capital requirement of $1,500,000 to be funded for the drilling of the first well on the Trout Lake property which we should be able to fund under the Zentrum credit facility. With the Zentrum credit facility in place we believe that we will have sufficient working capital to fund our ongoing operations for the next twelve months. Further, we continue to raise other funds by way of private placement, having closed a $750,000 equity placement and we intend to use those funds for operations and drilling expenses as required.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements that will have a current or future effect on our financial condition and changes in financial condition.

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Recent Accounting Pronouncements

On June 10, 2014, The ~~Company~~Financial ~~has~~Accounting ~~reviewed~~Standards ~~all~~Board ~~recently~~(“FASB”) issued Accounting Standards Update No. 2014-10, ~~but~~Development ~~not~~Stage ~~yet~~Entities ~~effective~~(Topic 915): Elimination of Certain Financial Reporting Requirements, ~~accounting~~Including ~~pronouncements~~an ~~and~~Amendment ~~does~~to ~~not~~Variable ~~believe~~Interest ~~the~~Entities ~~future~~Guidance ~~adoption~~in Topic 810, consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of ~~any~~Topic ~~such~~915 ~~pronouncements~~from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will ~~have~~no alonger ~~material~~be ~~impact~~required onfor ~~its~~the ~~financial~~public ~~condition~~business orentities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted the ~~results~~amendment ofin ~~its~~the ~~operations~~fiscal year ending June 30, 2014.

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Under~~We carried out an evaluation, under the supervision and with the participation of our management, including our ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer, ~~who are responsible for conducting an evaluation~~ of the effectiveness of the design and operation of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of ~~the~~September ~~end~~30, of2014. ~~the~~Based ~~quarterly~~upon ~~period~~that ~~covered~~evaluation, byour ~~this~~Principal ~~report.~~Executive ~~Disclosure~~Officer and Principal Financial Officer concluded that our disclosure controls and procedures ~~means~~were ~~that~~not ~~the~~effective ~~material~~as of September 30, 2014 in ensuring that information required to be ~~included~~disclosed in our ~~Securities~~reports ~~and~~filed ~~Exchange~~or ~~Commission~~submitted ~~reports~~under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in ~~SEC~~the ~~rules~~Securities and ~~forms~~Exchange ~~relating~~Commission’s torules ~~our~~and ~~company,~~forms. This ~~including~~conclusion ~~any~~is ~~consolidating~~based ~~subsidiaries,~~on ~~and~~findings ~~was~~that ~~made~~constituted ~~known~~material toweaknesses. A usmaterial byweakness ~~others~~is ~~within~~a ~~those~~deficiency ~~entities,~~or ~~particularly~~combination ~~during~~of ~~the~~control ~~period~~deficiencies ~~when~~in ~~this~~internal ~~report~~control ~~was~~over ~~being~~financial ~~prepared.~~reporting ~~Based~~such onthat ~~this~~there ~~evaluation,~~is ~~our~~a ~~principal~~reasonable ~~executive~~possibility ~~officer~~that ~~and~~a ~~principal~~material ~~financial~~misstatement ~~officer concluded as~~ of the ~~evaluation~~Company’s ~~date~~interim ~~that~~financial ~~our~~statements ~~disclosure~~will ~~controls~~not ~~and~~be ~~procedures~~prevented ~~were~~or ~~not~~detected ~~effective~~on asa oftimely ~~December 31, 2013~~basis.

8In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2014:

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2013, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2013, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of December 31, 2013:

1)	Lack of an audit committee. We do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

Inadequate staffing and supervision within our bookkeeping operations. We have consultant relatively small number of people involved in bookkeeping functions and part of our work is provided by an outside booking firm who has only two staff members. The relatively small number of people who are responsible for bookkeeping functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

Outsourcing of the majority of our accounting operations. We have outsourced the majority of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

4) Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and

5)	Ineffective controls over period end financial disclosure and reporting processes.

Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we have taken steps to mitigate this risk by expanding the financial supervision, record keeping and reporting duties undertaken by certain members of our management team and board of directors to ensure more effective coordination and communication with third party consultants that presently perform the majority of our accounting functions. Additionally, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term when funding is available, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

~~There~~On ~~were~~October no29, ~~unregistered~~2014, ~~securities~~the toCompany ~~report~~completed ~~which~~an ~~were~~equity ~~sold~~private orplacement ~~issued~~for by29,412 ~~the~~units ~~Company~~of ~~without~~common ~~the~~stock ~~registration~~at of$3.40 ~~these~~per ~~securities~~unit, ~~under~~with ~~the~~each ~~Securities~~unit ~~Act~~consisting of ~~1933~~one inshare ~~reliance~~and onone ~~exemptions~~share ~~from~~purchase ~~such~~warrant ~~registration~~exercisable ~~requirements,~~at ~~within~~$4.50 ~~the~~per ~~period~~share. The ~~covered~~Company bywill ~~this~~issue ~~report~~1,471 ~~which~~warrants ~~have~~exercisable ~~not~~for ~~been~~a ~~previously~~period ~~included~~of intwo anyears ~~Annual~~at ~~Report~~$4.50 onper ~~Form~~share ~~10-K,~~to aMr. ~~Quarterly~~David ~~Report~~Bisang onin ~~Form~~respect ~~10-Q~~of orthe aaforementioned ~~Current Report on Form 8-K~~placement.

These securities were issued in reliance upon Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) to persons who are "accredited investors" as such term is defined in Rule 501(a) under the Securities Act, or in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act), based upon representations made by the recipients.

Other than as disclosed herein, 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 an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company does not have any senior securities as of the date of this Form 10-Q.

ITEM 4. MINE SAFETY DISCLOSURES

Not ~~Applicable~~applicable

ITEM 5. OTHER INFORMATION

~~None~~Effective November 18, 2014, we amended the Common Stock Purchase Warrant, dated April 28, 2014, issued to certain warrant holders (the “Warrant”), to allow for cashless exercise of such Warrant. No consideration was provided in exchange for this amendment to the Warrant.

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	Financing commitment between the Company and Zentrum Energie Trust AG.	Incorporated by reference to the Exhibits attached to the Company Form 8K/A filed with the SEC on February 19, 2013
4	Form of Warrant	Incorporated by reference to the Exhibits filed with the Current Report on Form 8-K filed with the SEC on February 7, 2014
10.2	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 8K/A filed with the SEC on February 19, 2013.-
10	Form of Securities Purchase Agreement/Subscription Agreement	Incorporated by reference to the Exhibits attached to the Company’s Form 8-K filed with the SEC on February 7, 2014
10.3	Mineral Rights Agreement between the Company and Zentrum Energie Trust AG	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
10.4	Share Purchase Agreement between the Company and Various Vendors	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
10.5	2013 Stock Option and Stock Award Plan	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on December 20, 2013.
10.6	Form of Stock Option Agreement	Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on December 20, 2013.
10.7	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.
10.8	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.
10.9	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	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Executive Officer	Filed herewith
32	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 and Principal Financial Officer	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Principal Financial Officer	Filed herewith
101	Interactive Data Files	To be filed by amendment
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*

* 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.

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements ~~13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~there~~thereunto ~~unto~~ duly authorized.

	~~OCTAGON 88 RESOURCES, INC.~~	OCTAGON 88 RESOURCES, INC.
Date: February 19, 2014	By:	/s/ Guido Hilekes
Date:	November 19, 2014	By:	/s/ Guido Hilekes
		Guido Hilekes
		Name:	Guido Hilekes
		Chief Executive Officer (Principal Executive Officer), President and Director
		Title:	Chief Executive Officer (Principal Executive Officer), President and Director
Date: February 19, 2014	By:	/s/ Bryan Cook
Date:	November 19, 2014	By:	/s/ Richard Ebner
		Bryan Cook
		Name:	Richard Ebner
		Chief Financial Officer (Principal Financial Officer), Treasurer, and Director
		Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director

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