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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Octagon 88 Resources Inc (CE) | USOTC:OCTX | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
(Mark One)
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[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2013
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[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ______________
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Yes [X]
No [ ]
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Yes [ ]
No [ X ]
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Yes [
]
No [ X]
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Yes [ ] No [ ]
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26,545,473
shares of common stock outstanding as of November 9, 2013
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(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)
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Page
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PART I – FINANCIAL INFORMATION
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Financial Statements
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4 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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5 | |
Quantitative and Qualitative Disclosures About Market Risk
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8 | |
Controls and Procedures
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8 | |
PART II – OTHER INFORMATION
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Legal Proceedings
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9 | |
Risk Factors
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9 | |
Unregistered Sales of Equity Securities and Use of Proceeds
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9 | |
Defaults Upon Senior Securities
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9 | |
Mine Safety Disclosures
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9 | |
Other Information
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9 | |
Exhibits
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10 | |
11 |
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Cumulative from Inception,
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||||||||||
Three Months
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Three Months
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(June 9, 2008)
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||||||||||
Ended
September 30,
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Ended
September 30,
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Through
September 30,
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||||||||||
2013
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2012
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2013
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||||||||||
Revenues
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$ | - | $ | - | $ | - | ||||||
General and administrative expenses:
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||||||||||||
Exploration expenses
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29,066 | - | 29,066 | |||||||||
Services contributed by officers
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- | - | 13,200 | |||||||||
Professional fees
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18,795 | 10,784 | 159,236 | |||||||||
Investor relations fees
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51,455 | - | 51,455 | |||||||||
Loss on undeveloped, unproven properties
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- | - | 15,000 | |||||||||
Other general and administrative expenses
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7,036 | 158 | 19,648 | |||||||||
Total operating expenses
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106,352 | 10,942 | 287,605 | |||||||||
(Loss) from operations
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(106,352 | ) | (10,942 | ) | (287,605 | ) | ||||||
Other income (expense):
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||||||||||||
Gain (losses) equity investments, net
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(103,591 | ) | - | (636,949 | ) | |||||||
(Loss) before taxes
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(209,943 | ) | (10,942 | ) | (924,554 | ) | ||||||
Provision (credit) for taxes on income:
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- | - | - | |||||||||
Net (loss)
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$ | (209,943 | ) | $ | (10,942 | ) | $ | (924,554 | ) | |||
Basic and diluted earnings (loss) per common share
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$ | (0.01 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
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26,545,473 | 39,155,110 |
Cumulative,
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||||||||||||
Three Months
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Three Months
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Inception, (June 9, 2008)
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||||||||||
Ended
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Ended
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Through
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||||||||||
September 30,
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September 30,
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September 30,
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||||||||||
2013
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2012
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2013
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||||||||||
Cash flows from operating activities:
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$ | (209,943 | ) | $ | (10,942 | ) | $ | (924,554 | ) | |||
Net (loss)
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||||||||||||
Adjustments to reconcile net (loss) to cash provided (used) by exploration stage activities:
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||||||||||||
Services contributed by officers
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- | - | 13,200 | |||||||||
Share of (loss) of equity accounted investees
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103,591 | - | 636,949 | |||||||||
Loss on undeveloped, unproven properties
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- | - | 15,000 | |||||||||
Changes in current assets and liabilities:
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||||||||||||
Accounts payable, trade
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12,597 | 5,540 | 26,479 | |||||||||
Accounts payable, related parties
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- | 4,916 | 23,560 | |||||||||
Net cash used in operating activities
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(93,755 | ) | (486 | ) | (209,366 | ) | ||||||
Cash flows from investing activities:
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||||||||||||
Acquisition of undeveloped, unproved properties
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- | - | (15,000 | ) | ||||||||
Net cash flows from investing activities
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- | - | (15,000 | ) | ||||||||
Cash flows from financing activities:
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||||||||||||
Advances from stockholders
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- | 5,914 | 19,167 | |||||||||
Advances from third party
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- | - | 6,000 | |||||||||
Investor deposit
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44,898 | - | 167,876 | |||||||||
Proceeds from sale of common stock
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- | - | 106,060 | |||||||||
Less, Applicable offering costs
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- | (15,000 | ) | |||||||||
Net cash flows from financing activities
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44,898 | 5,914 | 284,103 | |||||||||
Net cash flows
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(48,857 | ) | 5,428 | 59,736 | ||||||||
Cash and equivalent, beginning of period
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108,593 | 355 | - | |||||||||
Cash and equivalent, end of period
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$ | 59,736 | $ | 5,783 | 59,736 | |||||||
Supplemental cash flow disclosures:
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||||||||||||
Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
Non Cash Transactions
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||||||||||||
Accounts payable settled by issuance of shares
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$ | - | $ | 35,473 | $ | 35,473 | ||||||
Shares issued to acquire interest North Star
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- | - | 61,623,000 | |||||||||
Total Non-Cash Transactions
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$ | - | $ | 35,473 | $ | 61,658,473 |
Level 1:
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Quoted prices in active markets for identical assets or liabilities.
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Level 2:
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Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability.
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Level 3:
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Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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a.
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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.
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b.
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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.
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c.
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Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory wells, and successful exploratory-type stratigraphic wells are capitalized.
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d.
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Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.
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e.
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Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.
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September 30,
2013
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June 30,
2013
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|||||||
Investment in North Star
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$
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60,986,051
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$
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61,089,642-
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Balance as of June 30, 2012
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$
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-
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Contributions:
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||||
Issue 14,000,000 restricted shares of the Company at market value
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44,100,000
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|||
Issue 5,310,000 restricted shares of the Company at market value
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17,523,000
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|||
Total
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61,623,000
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|||
Equity (loss) income on long-term investment in North Star accounted for under the equity method
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(533,358
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)
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Balance as of June 30, 2013
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61,089,642
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|||
Equity (loss) income on long-term investment in North Star accounted for under the equity method
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(103,591
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)
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||
Balance as of September 30, 2013
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$
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60,986,051
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Section 9 -89 R3W5
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Alberta Crown P&NG
Expiry: August, 2016
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Sections 3,4,5 89R3W5
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Alberta Crown Oil Sands Development Lease No. 7408100382
Expiry: July, 2017
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·
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An 8% Royalty of Gross Monthly Production to be paid to Zentrum;
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·
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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;
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·
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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;
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·
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On or before December 31, 2014, unless otherwise mutually agreed to, the Company shall have drilled a minimum of one (1) Exploration Well at a location to be mutually determined based on the 3D seismic above;
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·
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Any default in the terms above will terminate the Mineral Rights Agreement and the Company shall return the Trout Property to Zentrum.
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1)
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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;
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2)
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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;
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3)
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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;
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4)
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Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
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5)
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Ineffective controls over period end financial disclosure and reporting processes.
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Number
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Description
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3.1
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Articles of Incorporation
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Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
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3.2
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Bylaws
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Incorporated by reference to the Exhibits filed with the Form S-1 filed with the SEC on September 18, 2008
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10.1
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Financing commitment between the Company and Zentrum Energie Trust AG.
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Incorporated by reference to the Exhibits attached to the Company Form 8K/A filed with the SEC on February 19, 2013
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10.2
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Acquisition Agreement between the Company and Zentrum Energie Trust AG dated October 15, 2012
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K/A filed with the SEC on February 19, 2013.-
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10.3
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Mineral Rights Agreement between the Company and Zentrum Energie Trust AG
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
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10.4
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Share Purchase Agreement between the Company and Various Vendors
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Incorporated by reference to the Exhibits attached to the Company’s Form 8K filed with the SEC on January 29, 2013.
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31.1
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Section 302 Certification - Principal Executive Officer
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Filed herewith
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31.2
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Section 302 Certification - Principal Financial Officer
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Filed herewith
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32.1
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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
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Filed herewith
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32.2
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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
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith*
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101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith*
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101.INS
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XBRL Instance Document
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Filed herewith*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith*
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith*
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SWINGPLANE VENTURES, INC.
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|||
Date: November 12, 2013
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By:
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/s/
Guido Hilekes
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Name: |
Guido Hilekes
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Title: |
Chief Executive Officer (Principal Executive Officer), President and Director
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Date: November 12, 2013
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By:
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/s/
Bryan Cook
|
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Name: |
Bryan Cook
|
||
Title: |
Chief Financial Officer (Principal Financial Officer), Treasurer, and Director
|
1 Year Octagon 88 Resources (CE) Chart |
1 Month Octagon 88 Resources (CE) Chart |
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