UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):		~~August~~October 423, ~~2014~~2015
Octagon 88 Resources, Inc.
(Exact name of registrant as specified in its charter)
Nevada	000-53560		26-2793743
(State or other jurisdiction	(Commission		(IRS Employer
of incorporation)	File Number)		Identification No.)
Hochwachtstrasse 4 Steinhausen CH 6312
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code:		41 79 237 62 18
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~oPre~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On October 23, 2015, Octagon 88 Resources, Inc., a Nevada corporation (the “Company”) entered into restricted stock award agreements (the “Agreements”) with each of Feliciano Tighe, Guido Hilekes, and Richard Ebner (collectively, the “Directors”), pursuant to which the Company issued shares of restricted common stock to the Directors in lieu of accrued and unpaid compensation. Set forth below is a table listing the number of shares issued and the corresponding amount of unpaid compensation:

	Number of Shares	Unpaid Compensation
Feliciano Tighe	150,000	$9,513.00
Guido Hilekes	300,000	$20,000.00
Richard Ebner	450,000	$28,508.00

The shares of restricted common stock issued to the Directors were valued at $0.06 per share. The shares of restricted common stock will vest with respect to 1/3rd of the shares on January, 1, 2016, 1/3rd of the shares on January 1, 2017, and the remaining 1/3rd of the shares on January 1, 2018, subject to such person’s continued service as a director of the Company.

The foregoing description of the Agreements is qualified in its entirety by reference to the Form of Restricted Stock Award Agreement filed as Exhibit 10.1 and attached hereto and incorporated herein by reference.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

The issuance of the shares of restricted common stock to the Directors pursuant to the Agreements was exempt from registration in reliance upon the exemption provided by Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) in offshore transactions (as defined in Rule 902 under Regulation S of the Securities Act).

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Departure~~The disclosure set forth in Item 1.01 of ~~Chief~~this ~~Financial~~Current ~~Officer~~Report on Form 8-K is incorporated by reference into this Item.

OnSECTION ~~August~~9 4,– ~~2014,~~FINANCIAL ~~Bryan~~STATEMENT ~~Cook~~AND ~~was dismissed as the Chief Financial Officer of Octagon 88 Resources, Inc. (the "Company") to pursue other personal interests.~~EXHIBITS

~~Appointment~~Item of9.01. Financial ~~Chief~~Statements ~~Financial~~and ~~Officer~~Exhibits.

Effective August 4, 2014, the Board of Directors of the Company appointed Richard Ebner, 47, as the Chief Financial Officer of the Company. There is no arrangement or understanding pursuant to which Mr. Ebner was appointed as an officer of the Company. Mr. Ebner has no family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. Furthermore, the Company is not aware of any transactions requiring disclosure under Item 404(ad) ~~of Regulation S-K.~~ Exhibits

Mr. Ebner has been a member of the Company’s board of directors since July 1, 2013. Before joining Octagon88 Resources Inc. he worked as a Director with the Dr. Blumer & Partners Group, ("B&P“ Group), one of Switzerland's leading independent Asset Management Companies. Dr. Blumer & Partners is a member of the Swiss Association of Asset Managers (SAAM). Mr. Ebner joined the B&P Group in January 2012.

Exhibit No.	Exhibit Description
10.1	Form of Restricted Stock Award Agreement

Prior from August 2010 to March 2011, Mr. Ebner was a senior client adviser in Private Banking for Basler Kantonalbank. From January 2009 to July 2010, Mr. Ebner was a Vice President of Swiss based Clariden Leu AG, working as a senior Client Adviser for Private Banking, where he covered the Turkish market. From 2006 to 2008 he worked as a Director for UBS Private Banking Turkey. Mr Ebner has been a senior director for financial institutions since 1998 and will be responsible for the Company’s financial planning and management. Additionally, Mr. Ebner will support strategic planning and participate in acquisition and growth opportunities to support the Company’s overall business objectives. Mr Ebner speaks several languages including German, French, English and Turkish.

Mr. Ebner holds a Master’s degree in Business Administration from the University of Fribourg and a Bachelor’s degree from the University of St. Gallen. He is an active member of several other asset management related organisations and global oil commodity trading companies.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Octagon 88 Resources, Inc.
Date: August 8, 2014	By:	/s/ Guido Hilekes
Date: October 27, 2015	By:	/s/ Guido Hilekes
	Name:	Guide Hilekes
	Title	President

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