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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2011

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [  
]

Commission file number 333-119546

|VICTORY EAGLE RESOURCES CORP.      
|-----------------------------------
|(Name of registrant in its charter)

|Nevada                                           |  | N/A                                 
|------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of incorporation or |  | (I.R.S. Employer Identification No.)
|organization)                                    |  |                                     
|                                                 |  |                                     
|1 Yonge
      Street, Suite 1801, Toronto, ON    |  | M5E 1W7                             
|(Address of principal executive offices)         |  | (Zip Code)                          

Issuer's telephone number(647) 238-7383

Securities registered pursuant to Section 12(b) of the Act:

|Title of each
      class |  | Name
      of each exchange on which registered
|------------------------- |  | -----------------------------------------------
|Nil                       |  | Nil                                            

Securities registered pursuant to Section 12(g) of the Act:

|Common
      Shares, par value $0.001
|-------------------------------------
|(Title of class)                     

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [_]

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Indicate by checkmark 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. (Check one):

Large accelerated filer [_]
      Accelerated filer [_]Non-accelerated filer [_] (Do not check if a smaller
        reporting company)
      Smaller reporting company
      [X]


Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-K is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [_]

Our shares are quoted on the Over-the-Counter Bulletin Board
under the symbol VERC. Based on the last sale price of our shares in October
2011 of $0.25, our aggregate market value is $873,735.

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

3,494,940 common shares issued and outstanding as of
November 10, 2011.

Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). 
Yes [X]    No [_]

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PART I

Item 1.      Description of Business.

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "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, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements 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, performance or achievements. 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.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

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

As used in this annual report, the terms "we", "us", "our", and
"Victory Eagle" mean Victory Eagle Resources Corp., unless otherwise indicated.

Corporate History

We were incorporated in the State of Nevada on March 18, 2004.
We are engaged in the acquisition and exploration of mining properties. We
maintain our statutory registered agent's office at Suite 880-50 West Liberty
Street, Reno, Nevada 89501, and our business office is located at 1 Yonge
Street, Suite 1801, Toronto, ON.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business.

Our Current Business

We are an exploration stage resource company, and are primarily
engaged in the exploration for and development in the properties in which we
have acquired interests. We do not currently have any properties. We are
actively pursuing an acquisition of a resource property.

During the year ended July 31, 2009, all mineral property
options owned by the Company expired. An impairment charge of $6,500 was
recorded to reflect this, and is included in general and administrative
expenses.

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Product Research and Development

Our business plan is focused on the long-term exploration and
development of our mineral properties.

We do not anticipate that we will expend any significant funds
on research and development over the next twelve months ending July 31, 2012.

Employees

Currently there are no full time or part-time employees of our
company (other than our director and officer who, at present, have not signed
employment or consulting agreements with us). We do not expect any material
changes in the number of employees over the next 12 month period (although we
may enter into employment or consulting agreements with our officer or
directors). We do and will continue to outsource contract employment as
needed.

Purchase or Sale of Equipment

We do not intend to purchase any significant equipment over the
next twelve months ending July 31, 2012.

Competition

The gold mining industry is fragmented. We compete with other
exploration companies looking for gold. We are one of the smallest exploration
companies in existence. We are an infinitely small participant in the gold
mining market. While we compete with other exploration companies, there is no
competition for the exploration or removal of minerals from our property.
Readily available gold markets exist in Canada and around the world for the sale
of gold.

We may not have access to all of the supplies and materials we
need to begin exploration that could cause us to delay or suspend operations.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as explosives, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials in the near future. If we cannot find the products and equipment
we need, we will have to suspend our exploration plans until we do find the
products and equipment we need.

Government Regulations and Supervision

Our future mineral exploration program will be subject to
applicable rules and regulations of the jurisdiction in which we hold
properties. As of July 31, 2011 and the date of this report, we do not hold
rights to any mineral properties. Our future property will likely be subject to
rules similar to theMineral Tenure Act (Ontario) and Regulation. This
act sets forth rules for:

- Locating claims
- Posting claims
- Working claims
- Reporting work performed

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We also anticipate being subject to regulations similar to
theBritish Columbia Mineral Exploration Code (the"Code") that
tells us how and where we can explore for minerals. We must comply with these
laws to operate our business. The purpose of theCode is to assist
persons who wish to explore for minerals in British Columbia to understand the
process whereby exploration activities are permitted and regulated. TheCode establishes province wide standards for mineral exploration and
development activities. TheCode also manages and administers exploration
and development activities to ensure maximum extraction with a minimum of
environmental disturbance. TheCode does not apply to certain exploration
work we will be conducting. Specifically, work that does not involve mechanical
disturbance of the surface including:

- Prospecting using hand-held tools
- Geological and geochemical surveying
- Airborne geophysical surveying
- Hand-trenching without the use of explosives
- The establishment of gridlines that do not require the felling of trees
- Exploration activities that we intend on carrying out which are subject to
  the provisions of the Codeare as follows:
- Drilling, trenching and excavating using machinery
- Disturbance of the ground by mechanical means

Compliance with these rules and regulations will require us to
meet the minimum annual work requirements. Also, prior to proceeding with any
exploration work subject to theCode we must apply for a notice of work
permit. In this notice we will be required to set out the location, nature,
extent and duration of the proposed exploration activities. The notice is
submitted to the regional office of the Mines Branch, Energy Division.

We currently do not have any pending applications for
government approval of our exploration program. We only require one permit for
exploration and we have not yet applied for it since it is not required until
later stages of exploration (i.e. drilling). We estimate that this exploration
permit can be obtained within 2 weeks.

Environmental Law

The Code deals with environmental matters relating to the
exploration and development of mining properties. The goal of this Act is to
protect the environment through a series of regulations affecting:

- Health and Safety
- Archaeological Sites
- Exploration Access

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We are responsible to provide a safe working environment, to
not disrupt archaeological sites, and to conduct our activities to prevent
unnecessary damage to the property.

We anticipate no discharge of water into active stream, creek,
river, lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and we know what that will involve from an environmental standpoint.

RISK FACTORS

Much of the information included in this current report
includes or is based upon estimates, projections or other "forward looking
statements". Such forward looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern.

Our net loss since inception is $202,692. There can be no
assurance that will generate significant revenues or achieve profitable
operations.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors' report on our financial statements for the year ended July
31, 2011, which are included in this annual report on Form 10-K.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the mineral claim may not result in the discovery of mineral
deposits. Problems such as unusual or unexpected formations and other conditions
are involved in mineral exploration and often result in unsuccessful exploration
efforts. If the results of our exploration do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for new exploration.
The acquisition of additional claims will be dependent upon us possessing
capital resources at the time in order to purchase such claims. If no funding is
available, we may be forced to abandon our operations.

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We have limited operating history and losses that we
expect to continue into the future.

We have not yet realized any revenues. We have limited
operating history upon which an evaluation of our future success or failure can
be made. Our net loss since inception is $202,692. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon the following:

- Our ability to locate a profitable resource property;
- Our ability to generate revenues; and
- Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses
in future periods. This will happen because there are expenses associated with
exploration of our mineral properties. We may not be successful in generating
revenues in the future. Failure to generate revenues will cause us to go out of
business.

If we do not raise enough money for exploration we will
have to delay exploration or go out of business.

Once we acquire a suitable mineral property, we will need
additional financing before we are able to commence exploration efforts. We
currently do not have any arrangements for financing in place for such
eventuality and we may be unable to raise such financing. If we are not able to
raise any financing after acquiring such property, we will have to delay our
exploration or go out of business.

We may not have access to all of the supplies and
materials we need to begin exploration that could cause us to delay or suspend
operations.

Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, such as
explosives, and certain equipment such as bulldozers and excavators that we
might need to conduct exploration. We have not attempted to locate or negotiate
with any suppliers of products, equipment or materials. We will attempt to
locate products, equipment and materials once we have acquired a mineral
property. If we cannot find the products and equipment we need, we will have to
suspend our exploration plans until we do find the products and equipment we
need.

Because of the speculative nature of exploration of
mineral properties, there is no assurance that our future exploration activities
will result in the discovery of new commercially exploitable quantities of
minerals.

We plan to continue to acquire mineral claims. The search for
valuable minerals as a business is extremely risky. We can provide investors
with no assurance that exploration on our future properties will establish that
additional commercially exploitable reserves of gold exist. Problems such as
unusual or unexpected geological formations or other variable conditions are
involved in exploration and often result in exploration efforts being
unsuccessful. The additional potential problems include, but are not limited to,
unanticipated problems relating to exploration and attendant additional costs
and expenses that may exceed current estimates. These risks may result in us
being unable to establish the presence of additional commercial quantities of
ore on our mineral claims with the result that our ability to fund future
exploration activities may be impeded.

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Because the SEC imposes additional sales practice
requirements on brokers who deal in our shares that are penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty
in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section
15(g) of the Securities Exchange Act of 1934, which imposes additional sales
practice requirements on broker/dealers who sell our securities in this offering
or in the aftermarket. In particular, prior to selling a penny stock,
broker/dealers must give the prospective customer a risk disclosure document
that: contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; contains a
description of the broker/dealers' duties to the customer and of the rights and
remedies available to the customer with respect to violations of such duties or
other requirements of Federal securities laws; contains a brief, clear,
narrative description of a dealer market, including "bid" and "ask" prices for
penny stocks and the significance of the spread between the bid and ask prices;
contains the toll free telephone number for inquiries on disciplinary actions
established pursuant to section 15(A)(i); defines significant terms used in the
disclosure document or in the conduct of trading in penny stocks; and contains
such other information, and is in such form (including language, type size, and
format), as the SEC requires by rule or regulation. Further, for sales of our
securities, the broker/dealer must make a special suitability determination and
receive from you a written agreement before making a sale to you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of the shares to decline.

We have no known ore reserves and we cannot guarantee we
will find any gold or if we find gold, that production will be
profitable.

We currently have no known ore reserves or mineral properties.
We did not identify any gold on our prior properties and we cannot guarantee
that we will find any gold on our future properties. Even if we find that there
is gold on a property, we cannot guarantee that we will be able to recover the
gold. Even if we recover the gold, we cannot guarantee that we will make a
profit. If we cannot find gold or it is not economical to recover the gold, we
will have to cease operations.

Our officer and directors will be devoting a small amount
of their professional time to our activities.

Our officer and director will be devoting a small amount of
their professional time to our operations. Our management's lack of devotion of
time may make us more vulnerable than other companies to certain risks, and it
may also cause us to be more vulnerable to business risks associated with errors
in judgment that could have been prevented by more experienced management.

Ludvik Rolin, our former director, owns a total of
2,000,000 shares of our company. He may sell some of his shares in the future,
which could cause the price of our common stock to fall, which will reduce the
value of your shares.

Ludvik Rolin, our former officer and director own a total of
2,000,000 shares of stock, which is 57% of the issued and outstanding number of
shares, as of November 10, 2011. Subject to all holding periods under applicable
securities laws, he will likely sell a portion or all of his stock in the
future. If he does sell his stock into the market, the sales may cause the
market price of the stock to drop.

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As we face intense competition in the mining industry, we
will have to compete with our competitors for financing and for qualified
managerial and technical employees.

The mining industry is intensely competitive in all of its
phases. Competition includes large established mining companies with substantial
capabilities and with greater financial and technical resources than we have. As
a result of this competition, we may be unable to acquire additional attractive
mining claims or financing on terms we consider acceptable. We also compete with
other mining companies in the recruitment and retention of qualified managerial
and technical employees. If we are unable to successfully compete for financing
or for qualified employees, our exploration and development programs may be
slowed down or suspended.

Trading of our stock may be restricted by the SEC's Penny
Stock Regulations which may limit a stockholder's ability to buy and sell our
stock.

The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.

We do not expect to declare or pay any
dividends.

We have not declared or paid any dividends on our common stock
since our inception, and we do not anticipate paying any such dividends for the
foreseeable future.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any
anti-takeover provisions in our By-laws. Without any anti-takeover provisions,
there is no deterrent for a take-over of our company, which may result in a
change in our management and directors.

Our By-laws contain provisions indemnifying our officer
and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the
indemnification of our officer and directors against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgement,
actually and reasonably incurred by him, including an amount paid to
settle an action or satisfy a judgement in a civil, criminal or administrative
action or proceeding to which he is made a party by reason of his being or
having been one of our directors or officer.

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Volatility of Stock Price.

Our common shares are not currently publicly traded. In the
future, the trading price of our common shares may be subject to wide
fluctuations. Trading prices of the common shares may fluctuate in response to a
number of factors, many of which will be beyond our control. In addition, the
stock market in general, and the market for software technology companies in
particular, has experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of such
companies. Market and industry factors may adversely affect the market price of
the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market
price of a company's securities, securities class-action litigation has often
been instituted. Such litigation, if instituted, could result in substantial
costs and a diversion of management's attention and resources.

Item 2.      Description of Property.

Our administrative mailing office is located at 1 Yonge Street,
Suite 1801, Toronto, ON, M5E 1W7. We currently do not have any exploration
properties.

Item 3.      Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officer or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.

Item 4.      Submissions of Matters to a Vote of Security
Holders.

There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended July 31, 2011.

PART II

Item 5.      Market for Common Equity and Related Stockholder
Matters.

There is currently no market for our common stock.

As of November 10, 2011 there were 50 shareholders and
3,494,940 shares outstanding.

There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares. All of our issued and
outstanding shares can be sold pursuant to Rule 144 of the Securities Act of
1933.

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

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Recent Sales of Unregistered Securities

On October 26, 2011, the Company received $25,000 from
subscriptions for 100,000 common shares at $0.25 per share. The shares were sold
to non-U.S. persons pursuant to the provisions of Regulation S of the Securities
Act of 1933.

Equity Compensation Plan Information

We currently do not have any stock option or equity plans.

Item 6.      Selected Financial Data.

Not required for smaller reporting companies.

Item 7.      Management's Discussion and Analysis or Plan of
Operation.

Overview

You should read the following discussion of our financial
condition and results of operations together with the consolidated audited
financial statements and the notes to consolidated audited financial statements
included elsewhere in this filing prepared in accordance with accounting
principles generally accepted in the United States. This discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those anticipated in these
forward-looking statements.

Plan of Operations

Cash Requirements

Over the twelve months ending July 31, 2012, we plan to expend
a total of approximately $140,000 in respect of acquiring new mineral
properties. We estimate that we will also require working capital of
approximately $40,000 over the twelve months ending July 31, 2012.

Based on our current plan of operations, we will require funds
to commence exploration operations on any properties we may acquire. We will
require additional financing before we generate any significant revenues. We
intend to raise the capital required to meet any additional needs through sales
of our securities in secondary offerings or private placements. We have no
agreements in place to do this at this time. If we fail to raise sufficient
funds, we may modify our operations plan accordingly. Even if we do raise funds
for operations, there is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on his
investment in our common stock. Further, we may continue to be unprofitable.

There are no assurances that we will be able to obtain
additional funds required for our continued operations. In such event that we do
not raise sufficient additional funds by secondary offering or private
placement, we will consider alternative financing options, if any, or be forced
to scale down or perhaps even cease our operations.

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Over the twelve months ending July 31, 2012 we intend to use
all available funds as follows:

Estimated Funding Required During the Next Twelve Months

Operations: acquiring new properties
    $
    140,000Working Capital
    
    40,000Total
    $
    180,000


Financial Condition, Liquidity and Capital Resources

Since inception on March 18, 2004, we have been engaged in
exploration and acquisition of mineral properties. Our principal capital
resources have been acquired through a shareholder loan and the issuance of
common stock.

At July 31, 2011, we had a working capital deficit of $57,209
compared to a working capital deficit of $43,539 at July 31, 2010.

At July 31, 2011, our total assets of $2,893 consist of cash
and prepaid expenses. This compares with our assets at July 31, 2010 of
$6,931which consisted of cash and prepaid expenses.

At July 31, 2011, our total liabilities were $60,102 compared
to our liabilities of $50,470 as at July 31, 2010.

We have had no revenues from inception. There is currently
insufficient capital to acquire mineral properties. A former director, Ludvik
Rolin has loaned us funds.Mr. Rolin has loaned us $26,500 for the
partial payment of costs associated with general and administrative expenses. If
we do not successfully raise $180,000, we will not be able to fully implement
our business plan. There is no guarantee we will be able to do this.

We have no notes payable or long-term debt, other than the
$26,500 owing to our former director, Ludvik Rolin, and associated $19,422 in
accrued interest.

Results of Operations.

We posted losses of $39,790 for the year ended July 31, 2011,
losses of $27,870 for the year ended July 31, 2010, and losses of $202,692 since
inception to July 31, 2011. Operating expenses for the year ended July 31, 2011
were $37,118 compared to $25,198 in 2010. Significant increases were in
professional fees of $19,720 in 2010 to $28,045 in 2011, as well as consulting
fees from $2,500 in 2010 to $5,280 in 2011, both resulting from additional legal
services required for change of management and the financing in 2011.

Product Research and Development

Our business plan is focused on the long-term exploration and
development of our mineral properties.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending July 31, 2012.

Employees

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- 13 -

Currently there are no full time or part-time employees of our
company (other than our directors and officer who, at present, have not signed
employment or consulting agreements with us). We do not expect any material
changes in the number of employees over the next 12 month period (although we
may enter into employment or consulting agreements with our officer or
directors). We do and will continue to outsource contract employment as needed.
However, if we are successful in our initial and any subsequent drilling
programs we may retain additional employees.

Going Concern

Due to our being an exploration stage company and not having
generated revenues, in their report on the audited financial statements for the
year ended July 31, 2011, our auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern. Our
consolidated financial statements contain additional note disclosures describing
the circumstances that lead to this disclosure.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

Recently Issued Accounting Standards

Victory Eagle does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on Victory Eagle's
results of operations, financial position or cash flow.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies.

We have historically incurred losses, and through July 31, 2011
have incurred losses of $202,692 from our inception. During this period, we have
successfully raised $56,025 from an SB-2 offering. On August 18, 2008, we closed
a private placement of 78,690 common shares for gross proceeds of $15,738. On
December 10, 2009, we received $36,100 for subscriptions for 361,000 shares at
$0.10 per share. The shares were issued on December 16, 2010. On November 11,
2010, we received subscriptions for 300,000 shares at $0.10 per share. The
shares were issued on December 16, 2010. To date, we have received $26,120 for
these subscriptions with $3,880 of the proceeds for the shares still
outstanding.

We issued the common shares to one non-U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction in which we relied on Regulation S promulgated under the Securities
Act of 1933. Because of our historical losses, we will require additional
working capital to develop our business operations.

We intend to raise additional working capital through a private
placement. We may apply for quotation on the Over-the-Counter Bulletin Board and
intend to offer our stock in a private placement after obtaining such quotation.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing and/or bank financing necessary
to support our working capital requirements. To the extent that funds generated
from operations, our SB-2 public offerings and/or bank financing are insufficient, we
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to us. If adequate working capital is not available we may not
increase our operations.

---

- 14 -

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Item 8. Financial Statements.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The following financial statements are filed as part of this
annual report:

Report of Independent Registered Public
Accounting Firm

Balance Sheets as at July 31, 2011 and
2010

Statements of Operations for each of
the years ended July 31, 2011 and 2010 and for the period from March 18, 2004
(inception) to July 31, 2011

Statements of Stockholders' Equity
(Deficit) for the period from March 18, 2004 (inception) to July 31, 2011

Statements of Cash Flows for each of
the years ended July 31, 2011 and 2010 and for the period from March 18, 2004
(inception) to July 31, 2011

Notes to the Financial Statements

---

- 15 -

|LBB & ASSOCIATES LTD., LLP                                   
|-------------------------------------------------------------
|10260 Westheimer Road, Suite 310                             
|Houston, TX 77042                                            
|Phone: (713) 800-4343 Fax: (713) 456-2408                    
|                                                             
|Report of Independent Registered Public Accounting
      Firm

To the Board of Directors of 
  Victory Eagle Resources Corp. 
  (An Exploration Stage Company) 
  Toronto, Ontario

We have audited the accompanying balance sheets of Victory
  Eagle Resources Corp. (the Company) as of July 31, 2011 and 2010, and the
  related statements of operations, stockholders' equity (deficit), and cash flows
  for each of the years the ended and for the period from March 18, 2004
  (inception) through July 31, 2011. These financial statements are the
  responsibility of the Company's management. Our responsibility is to express an
  opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The Company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the Companys internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above
  present fairly, in all material respects, the financial position of Victory
  Eagle Resources Corp. as of July 31, 2011 and 2010, and the results of its
  operations and its cash flows for each of the years then ended and for the
  period from March 18, 2004 (inception) through July 31, 2011 in conformity with
  accounting principles generally accepted in the United States of America.

As discussed in Note 3 to the financial statements, the
  Company's absence of significant revenues, recurring losses from operations, and
  its need for additional financing in order to fund its projected loss in 2012
  raise substantial doubt about its ability to continue as a going concern. The
  financial statements do not include any adjustments that might result from the
  outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP 
  LBB & Associates
  Ltd., LLP

Houston, Texas 
  November 9, 2011

---

- 16 -

|VICTORY EAGLE RESOURCES CORP. 
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|BALANCE SHEETS                

|                                                                                                                                                                                      |   | July 31, 2011 |   |   | July 31, 2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|ASSETS                                                                                                                                                                                |   |               |   |   |               |  
|Current assets                                                                                                                                                                        |   |               |   |   |               |  
|Cash                                                                                                                                                                                  | $ | 2,343         |   | $ | 3,381         |  
|Prepaid expenses                                                                                                                                                                      |   | 550           |   |   | 3,550         |  
|Total current assets                                                                                                                                                                  |   | 2,893         |   |   | 6,931         |  
|Total assets                                                                                                                                                                          | $ | 2,893         |   | $ | 6,931         |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                 |   |               |   |   |               |  
|Current liabilities                                                                                                                                                                   |   |               |   |   |               |  
|Accounts payable and accrued liabilities                                                                                                                                              | $ | 13,525        |   | $ | 7,220         |  
|Note payable and advance-related parties                                                                                                                                              |   | 27,155        |   |   | 26,500        |  
|Accrued interest on stockholder note
      payable                                                                                                                                    |   | 19,422        |   |   | 16,750        |  
|Total current liabilities                                                                                                                                                             |   | 60,102        |   |   | 50,470        |  
|Total liabilities                                                                                                                                                                     |   | 60,102        |   |   | 50,470        |  
|STOCKHOLDERS' DEFICIT:                                                                                                                                                                |   |               |   |   |               |  
|Common stock, $0.001 par value, 25,000,000
      shares 
      authorized, 3,394,940 and 2,733,940 shares issued and 
      outstanding
      at July 31, 2011 and 2010, respectively |   | 3,395         |   |   | 2,734         |  
|Additional paid-in capital                                                                                                                                                            |   | 145,968       |   |   | 116,629       |  
|Subscription receivable                                                                                                                                                               |   | (3,880        | ) |   | -             |  
|Deficit accumulated during the exploration stage                                                                                                                                      |   | (202,692      | ) |   | (162,902      | )
|Total stockholders' deficit                                                                                                                                                           |   | (57,209       | ) |   | (43,539       | )
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                           | $ | 2,893         |   | $ | 6,931         |  

See accompanying summary of accounting policies and notes to
financial statements.

---

- 17 -

|VICTORY EAGLE RESOURCES CORP.                                             
|--------------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                            
|STATEMENTS OF OPERATIONS                                                  
|Years Ended July 31, 2011 and 2010                                        
|and the Period From March 18, 2004 (Inception) through
      July 31, 2011

|                                     |   | Year Ended    |   |   | Year Ended    |   |   | Inception through |  
|------------------------------------ | - | ------------- | - | - | ------------- | - | - | ----------------- | -
|                                     |   | July 31, 2011 |   |   | July 31, 2010 |   |   | July 31, 2011     |  
|Operating expenses:                  |   |               |   |   |               |   |   |                   |  
|Exploration cost                     | $ | -             |   | $ | -             |   | $ | 9,500             |  
|General and administrative           |   | 37,118        |   |   | 25,198        |   |   | 173,770           |  
|Operating loss                       |   | (37,118       | ) |   | (25,198       | ) |   | (183,270          | )
|Interest expense                     |   | (2,672        | ) |   | (2,672        | ) |   | (19,422           | )
|Net loss                             | $ | (39,790       | ) | $ | (27,870       | ) | $ | (202,692          | )
|Net loss per share:                  |   |               |   |   |               |   |   |                   |  
|Basic and diluted                    | $ | (0.01         | ) | $ | (0.01         | ) |   |                   |  
|Weighted average shares outstanding: |   |               |   |   |               |   |   |                   |  
|Basic and diluted                    |   | 3,145,030     |   |   | 2,733,940     |   |   |                   |  

See accompanying summary of accounting policies and notes to
financial statements.

---

- 18 -

|VICTORY EAGLE RESOURCES CORP.                                     
|------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                    
|STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)                      
|Period from March 18, 2004 (Inception) through July
      31, 2011

Common Stock
    
    
    Additional
    
    
    SubscriptionShares
    
    
    Amount
    
    
    Paid-in Capital
    
    
    Receivable
    
    
    Deficit
    
    
    TotalIssuance of common stock for cash to
      founders
    
    2,000,000
    
    $
    2,000
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    2,000Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (24,403
    )
    
    (24,403
    )Balance, July 31, 2004
    
    2,000,000
    
    
    2,000
    
    
    -
    
    
    -
    
    
    (24,403
    )
    
    (22,403
    )Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (12,877
    )
    
    (12,877
    )Balance, July 31, 2005
    
    2,000,000
    
    
    2,000
    
    
    -
    
    
    -
    
    
    (37,280
    )
    
    (35,280
    )Issuance of common stock for cash
    
    560,250
    
    
    560
    
    
    55,465
    
    
    -
    
    
    -
    
    
    56,025Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (15,423
    )
    
    (15,423
    )Balance, July 31, 2006
    
    2,560,250
    
    
    2,560
    
    
    55,465
    
    
    -
    
    
    (52,703
    )
    
    5,322Issuance of common stock for exploration
      cost
    
    50,000
    
    
    50
    
    
    4,950
    
    
    -
    
    
    -
    
    
    5,000Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (22,974
    )
    
    (22,974
    )Balance, July 31, 2007
    
    2,610,250
    
    
    2,610
    
    
    60,415
    
    
    -
    
    
    (75,677
    )
    
    (12,652
    )Issuance of common stock for mineral property option
    
    45,000
    
    
    45
    
    
    4,455
    
    
    -
    
    
    -
    
    
    4,500Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (16,116
    )
    
    (16,116
    )Balance, July 31, 2008
    
    2,655,250
    
    
    2,655
    
    
    64,870
    
    
    -
    
    
    (91,793
    )
    
    (24,268
    )Issuance of common stock for cash
    
    78,690
    
    
    79
    
    
    15,659
    
    
    -
    
    
    -
    
    
    15,738Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (43,239
    )
    
    (43,239
    )Balance, July 31, 2009
    
    2,733,940
    
    
    2,734
    
    
    80,529
    
    
    -
    
    
    (135,032
    )
    
    (51,769
    )Subscription received for shares to be issued
    
    -
    
    
    -
    
    
    36,100
    
    
    -
    
    
    -
    
    
    36,100Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (27,870
    )
    
    (27,870
    )Balance, July 31, 2010
    
    2,733,940
    
    
    2,734
    
    
    116,629
    
    
    -
    
    
    (162,902
    )
    
    (43,539
    )Issuance of common stock for cash
    
    661,000
    
    
    661
    
    
    29,339
    
    
    (3,880
    )
    
    -
    
    
    26,120Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (39,790
    )
    
    (39,790
    )Balance, July 31, 2011
    
    3,394,940
    
    $
    3,395
    
    $
    145,968
    
    $
    (3,880
    )
    $
    (202,692
    )
    $
    (57,209
    )


Seeaccompanyingsummaryofaccountingpoliciesand notes tofinancialstatements.

---

- 19 -

|VICTORY EAGLE RESOURCES CORP.                                         
|----------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                        
|STATEMENTS OF CASH FLOWS                                              
|Years Ended July 31, 2011 and 2010                                    
|And Period from March 18, 2004 (Inception) through
      July 31, 2011

|                                                                                         |   | Year Ended |   |   | Year Ended |   |   | Inception |  
|---------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | --------- | -
|                                                                                         |   |            |   |   |            |   |   | through   |  
|                                                                                         |   | July 31,   |   |   | July 31,   |   |   | July 31,  |  
|                                                                                         |   | 2011       |   |   | 2010       |   |   | 2011      |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES:                                              |   |            |   |   |            |   |   |           |  
|Net loss                                                                                 | $ | (39,790    | ) | $ | (27,870    | ) | $ | (202,692  | )
|Adjustments to reconcile net loss to net
      cash used in 
      operating activities: |   |            |   |   |            |   |   |           |  
|Impairment of mineral property rights                                                    |   | -          |   |   | -          |   |   | 11,500    |  
|Net change in:                                                                           |   |            |   |   |            |   |   |           |  
|Prepaid expenses                                                                         |   | 3,000      |   |   | (3,550     | ) |   | (550      | )
|Accounts payable and
      accrued liabilities                                           |   | 6,305      |   |   | (8,005     | ) |   | 13,525    |  
|Accrued interest on stockholder note
      payable                                       |   | 2,672      |   |   | 2,672      |   |   | 19,422    |  
|NET CASH USED IN OPERATING
      ACTIVITIES                                              |   | (27,813    | ) |   | (36,753    | ) |   | (158,795  | )
|CASH FLOWS FROM INVESTING ACTIVITIES                                                     |   |            |   |   |            |   |   |           |  
|Expenditures on mineral property rights                                                  |   | -          |   |   | -          |   |   | (2,000    | )
|NET CASH USED IN INVESTING ACTIVITIES                                                    |   | -          |   |   | -          |   |   | (2,000    | )
|CASH FLOWS FROM FINANCING
      ACTIVITIES:                                              |   |            |   |   |            |   |   |           |  
|Proceeds from note payable and advance-related parties                                   |   | 655        |   |   | -          |   |   | 27,155    |  
|Proceeds from sale of common stock                                                       |   | 26,120     |   |   | 36,100     |   |   | 135,983   |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                |   | 26,775     |   |   | 36,100     |   |   | 163,138   |  
|NET CHANGE IN CASH                                                                       |   | (1,038     | ) |   | (653       | ) |   | 2,343     |  
|Cash, beginning of period                                                                |   | 3,381      |   |   | 4,034      |   |   | -         |  
|Cash, end of period                                                                      | $ | 2,343      |   | $ | 3,381      |   | $ | 2,343     |  
|SUPPLEMENTAL DISCLOSURES                                                                 |   |            |   |   |            |   |   |           |  
|                                                                                         |   |            |   |   |            |   |   |           |  
|Interest paid                                                                            | $ | -          |   | $ | -          |   | $ | -         |  
|Income taxes paid                                                                        | $ | -          |   | $ | -          |   | $ | -         |  
|NON-CASH INVESTING ACTIVITIES                                                            |   |            |   |   |            |   |   |           |  
|Stock issued for mineral property costs                                                  | $ | -          |   | $ | -          |   | $ | 9,500     |  

See accompanying summary of accounting policies and notes to
financial statements.

---

- 20 -

|VICTORY EAGLE RESOURCES CORP. 
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 

NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

Victory Eagle Resources Corp. (the "Company") was incorporated
on March 18, 2004 under the laws of Nevada with a fiscal year end of July 31.
The Company is in the business of acquisition and exploration of gold projects.
In October 2008, the Company listed on the OTC Bulletin Board under the symbol
VERC.

NOTE 2  SUMMARY OF SIGNIFICANT POLICIES

Exploration Stage company

The Company complies with Accounting Standards Codification
(ASC) 915 Development Stage Entities in its characterization of the Company as
an exploration stage enterprise.

Cash and cash equivalents

The Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash equivalents.

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amount of revenue and
expenses during the period. Actual results may differ from those estimates.

Basic loss per share

Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.

Income taxes

The asset and liability approach is used to account for income
taxes by recognizing deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax basis of assets and liabilities. The Company records a valuation allowance
to reduce the deferred tax assets to the amount that is more likely than not to
be realized.

Fair value of financial instruments

The Company's financial instruments consist of cash, accounts
payable and note payable and advance-related parties. Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. Because of
the short maturity of such assets and liabilities the fair value of these
financial instruments approximate their carrying values, unless otherwise noted.

---

- 21 -

Mineral Interests

Mineral property acquisition costs are initially capitalized
when purchased. Mineral property exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
incurred to develop such property are capitalized. To date the Company has not
established any reserves on its mineral properties.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for indicators of
impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. If the review indicates that the carrying
amount of the asset may not be recoverable, the potential impairment is measured
based on a projected discounted cash flow method using a discount rate that is
considered to be commensurate with the risk inherent in the Companys current
business model. For purposes of recognition and measurement of an impairment
loss, a long-lived asset is grouped with other assets at the lowest level for
which identifiable cash flows are largely independent of the cash flows of other
assets.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flow.

NOTE 3 - GOING CONCERN

The Companys financial statements have been presented on the
basis that it is a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. The Company
has incurred net losses of $39,790 for the year ended July 31, 2011, and a
cumulative loss of $202,692 since its inception on March 18, 2004. This
condition raises substantial doubt about the Companys ability to continue as a
going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of these uncertainties.

The Company is working to secure additional financing to fund
its mineral exploration and development activities and to meet its obligations
and working capital requirements over the next twelve months.

There are no assurances that the Company will be able to either
(1) achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private placement,
public offerings and/or bank financing necessary to support the Companys
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, the Company will have to raise additional working capital. No
assurance can be given that additional financing will be available, or if
available, will be on terms acceptable to the Company. If adequate working
capital is not available the Company may be required to curtail its operations.

NOTE 4 - RELATED PARTY TRANSACTIONS

In July 2004, the president of the Company acquired eight
mineral claims by arranging the staking of the same through a third party. He
paid $1,100 to stake the claims, and had agreed to contribute the claims to the
Company in order for the company to mine these claims. As of July 31, 2011, the
claims were still in the former Presidents name. The claims are no longer
current and have lapsed.

---

- 22 -

During the year ended July 31, 2011 the President of the
Company made payment of $655 on behalf of the Company, which was outstanding at
July 31, 2011. The advance was unsecured, non-interest bearing and repayable
upon demand.

In April 2004 the majority shareholder of the Company loaned
the company $26,500. Interest is being accrued on this note at the rate of 10%
per annum. As at July 31, 2011, the interest accrued on the loan is $19,422. The
note payable and accrued interest are payable on demand.

NOTE 5 - INCOME TAXES

Deferred income taxes reflect the net effect of (a) temporary
difference between carrying amounts of assets and liabilities for financial
purposes and the amounts used for income tax reporting purposes, and (b) net
operating loss carryforwards. No net provision for refundable federal income tax
has been made in the accompanying statement of loss because no recoverable taxes
were paid previously. Similarly, no deferred tax asset attributable to the net
operating loss carryforward has been recognized, as it is not deemed likely to
be realized.

The provision for refundable federal income tax consists of the
following:

|                                                              |   | July 31, 2011 |   |   | July 31, 2010 |  
|------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|Federal income tax provision (benefit)
      attributable to: |   |               |   |   |               |  
|Current operations                                            | $ | 13,500        |   | $ | 9,400         |  
|Less, change in
      valuation allowance                     |   | (13,500       | ) |   | (9,400        | )
|Net provision (benefit)                                       | $ | -             |   | $ | -             |  

The cumulative tax effect at the expected rate of 34% of
significant items comprising our net deferred tax amount is as follows:

|                                    |   | July 31, 2011 |   |   | July 31, 2010 |  
|----------------------------------- | - | ------------- | - | - | ------------- | -
|Deferred tax asset attributable to: |   |               |   |   |               |  
|Net operating loss carryover        | $ | 68,500        |   | $ | 55,000        |  
|Less, valuation
      allowance     |   | (68,500       | ) |   | (55,000       | )
|Net deferred tax asset              | $ | -             |   | $ | -             |  

As at July 31, 2011, the Company had an unused net operating
loss carryover approximating $202,000 that is available to offset future taxable
income, and expires beginning in 2024.

NOTE 6 - COMMON STOCK

In March 2004, the Company issued 2,000,000 shares of stock to
its founding shareholder for $2,000 cash.

---

- 23 -

In January 2006, the Company issued 560,250 shares of stock for
total cash proceeds of $56,025.

In April 2007, the Company issued 50,000 shares as partial
consideration for acquiring a property option valued at $5,000.

In October 2007, the Company issued 45,000 shares as
consideration for acquiring a property option valued at $4,500.

In August 18, 2008, the Company issued 78,690 common shares for
total cash proceeds of $15,738.

On December 10, 2009 the Company received $36,100 for
subscriptions for 361,000 shares at $0.10 per share. The shares were issued on
December 16, 2010.

On November 11, 2010, the Company received $26,120 from
subscriptions for 300,000 shares at $0.10 per share. The shares were issued on
December 16, 2010. As at July 31, 2011 and the date of this report, $3,880 of
the proceeds for the shares were outstanding as a subscription receivable.

NOTE 7-SUBSEQUENT EVENT

On October 26, 2011, the Company received $25,000 from
subscriptions for 100,000 common shares at $0.25 per share. The shares were
issued on November 10, 2011.

---

- 24 -

Item 9.      Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A.   Controls and Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to our management to allow
for timely decisions regarding required disclosure. In designing and evaluating
our disclosure controls and procedures, our management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Our management does not expect that our disclosure controls or
our internal controls over financial reporting will prevent all error and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

As of July 31, 2011, the year end period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our
President/Treasurer (Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer) concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this annual
report. There have been no changes in our internal controls over financial
reporting that occurred during the fiscal year ended July 31, 2011 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.

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 in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Management has employed a framework
consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over
financial reporting described below. Internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principals.

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.

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- 25 -

Management conducted an evaluation of the design and operation
of our internal control over financial reporting as of July 31, 2011. As a
result of this assessment, our President/Treasurer (Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer) concluded that, as
of July 31, 2011, our internal control over financial reporting was effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.

This annual report does not include an attestation report of
the company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management's report in this annual report.

Item 9B.    Other InformationNone.

PART III

Item 10.     Directors, Executive Officer, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act.

DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL
PERSONS

As at November 10, 2011, our directors and executive officer,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First
      Elected or AppointedKelly Dodge (1)
    Director
    31
    April 22, 2004Angel Cruz
    President, Secretary and Treasurer
    43
    March 16, 2011


1. Mr. Dodge resigned as our President, Secretary and Treasurer
on March 16, 2011

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee, indicating the principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

Kelly Dodge

Mr. Dodge became a director on April 22, 2004. He became our
President, Secretary and Treasurer on June 15, 2009 and served in those roles
until March 16, 2011 when Mr. Dodge resigned as our President, Secretary and
Treasurer.

Since 2006 Mr. Dodge has been an analyst with Auramet Trading,
a global physical precious metals merchant based in New Jersey.

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- 26 -

Since 2002, Mr. Dodge was the Vice-President of Corporate
Development for Ventures Resource Corporation, a Barbados based TSX Venture
Exchange listed company with extensive mineral rights in the State of Alaska.

From 2001 to 2002 Mr. Dodge was a consultant with Paperless
Links, a Toronto based consulting firm which provides consulting services to
public and private issuers, primarily in the resource sector.

From 2000 to 2001 Mr. Dodge was an analyst with Quartet
Service, a Toronto based Information Technology Outsourcing company.

In 2000 Mr. Dodge obtained his Bachelor of Applied Science
degree in Mining Engineering from Queens University, located in Kingston,
Ontario, Canada.

Angel Cruz

Mr. Cruz became our President, Secretary and Treasurer on March
16, 2011. From 2005 through 2010, Mr. Cruz was a geologist for Compania Minera
de Colima. From 2000 to 2004, Mr. Cruz served as Principal Investigator/Research
Scientist at EAFIT University in Columbia. In 1989, Mr. Cruz received his B.Sc.
Honours Geology from EAFIT University in Medellín, Antioquia, Colombia
specializing in sedimentology, stratigraphy and geomorphology.

Committees of the Board

Currently our company has the following committees:

- Audit Committee;
- Nominating and Corporate Governance Committee; and
- Compensation Committee.

Our Audit Committee is currently made up of Kelly Dodge. The
Audit Committee is governed by the Audit Committee Charter adopted by the board
of directors on October 22, 2005.

Our Nominating and Corporate Governance Committee is currently
made up of Kelly Dodge. The Nominating and Corporate Governance Committee is
governed by the Nominating and Corporate Governance Committee Charter adopted by
the board of directors on October 22, 2005.

Our Compensation Committee is currently made up of Kelly Dodge.
The Compensation Committee is governed by the Compensation Committee Charter
adopted by the board of directors on October 22, 2005.

Family Relationships

There are no family relationships between any of our directors
or executive officer.

Involvement in Certain Legal Proceedings

Other than as discussed below, none of our directors, executive
officer, promoters or control persons have been involved in any of the following
events during the past five years:

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- 27 -

1.    any bankruptcy
petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two
years prior to that time;

2.    any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offences);

3.    being subject to
any order, judgement, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or

4.    being found by a
court of competent jurisdiction (in a civil action), the Commission or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgement has not been reversed,
suspended, or vacated.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None of our directors, executive officer, future directors, 5%
shareholders, or any members of the immediate families of the foregoing persons
have been indebted to us during the last fiscal year or the current fiscal year
in an amount exceeding $60,000.

None of the current directors or officer of our company are
related by blood or marriage.

On March 19, 2004, we issued a total of 2,000,000 shares of
restricted common stock to Mr. Rolin, a former officer and director of our
company for subscription proceeds of $2,000. On April 12, 2004, Mr. Rolin loaned
us $26,500 for the partial payment of offering expenses and general
administrative expenses. The loan bears interest at a rate of 10% per annum and
is not convertible into shares of the Company. Under the terms of the loan
agreement, Mr. Rolin was entitled to repayment if the company raised a minimum
of $50,000 in our SB-2 offering. The company successfully raised this amount,
however, Mr. Rolin waived his right to repayment. The loan is now repayable upon
demand.

Mr. Cruz has indicated that he may loan us additional funds, as
needed, to pay administrative costs and for operating capital. We do not,
however, have any formal agreement from Mr. Cruz to provide such funding.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officer and directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended July 31, 2011, all filing requirements
applicable to its officer, directors and greater than ten percent beneficial
owners were complied with.

Code of Ethics

Effective October 22, 2005, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our company's president (being our principal executive officer) and our
company's secretary (being our principal financial and accounting officer and
controller), as well as persons performing similar functions. As adopted,
our Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

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- 28 -

(1) honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships;

(2) full, fair, accurate, timely, and understandable disclosure
in reports and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and
regulations;

(4) the prompt internal reporting of violations of the Code of
Business Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business
Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our company's personnel
are to be accorded full access to our company's board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our company's president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is filed herewith with
the Securities and Exchange Commission as Exhibit 14.1 to this annual report. We
will provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request. Requests can be sent to: 1 Yonge Street, Suite
1801, Toronto, ON, M5E 1W7.

Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the
term is used in Term 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

We believe that the member of our Board of Directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an "audit committee financial expert" would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development and the
fact that we have not generated revenues to date.

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- 29 -

Item 11.      Executive Compensation.

There has not been any compensation awarded to, earned by, or
paid to our directors and executive officer for the last three completed
financial years.

Employment/Consulting Agreements

There are no written employment or consulting agreements
between us and any of our directors and executive officer.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officer, except that
our directors and executive officer may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officer, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officer to compensate such
officer in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

Stock Option Plan

Currently, there are no stock option plans in favour of any
officer, directors, consultants or employees of ours.

Stock Options/SAR Grants

There were no grants of stock options or stock appreciation
rights to any officer, directors, consultants or employees of ours during the
fiscal year ended July 31, 2011.

Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Values

There were no stock options outstanding as at July 31, 2011.

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings but did not pay director's fees or other cash
compensation for services rendered as a director in the year ended July 31,
2011.

We have no present formal plan for compensating our directors
for their service in their capacity as directors, although in the future, such
directors are expected to receive compensation and options to purchase shares of
common stock as awarded by our board of directors or (as to future options) a
compensation committee which may be established in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other
than services ordinarily required of a director. Other than indicated in this
annual report, no director received and/or accrued any compensation for his or
her services as a director, including committee participation and/or special
assignments.

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- 30 -

Report on Executive Compensation

Our compensation program for our executive officer is
administered and reviewed by our board of directors. Historically, executive
compensation consists of a combination of base salary and bonuses. Individual
compensation levels are designed to reflect individual responsibilities,
performance and experience, as well as the performance of our company. The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.

Item 12.      Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth, as at November 10, 2011,
certain information with respect to the beneficial ownership of our common stock
by each shareholder known by us to be the beneficial owner of more than five
percent (5%) of our common stock, and by each of our current directors and
executive officer. Each person has sole voting and investment power with respect
to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and Address of Beneficial
      Owner
    Amount and Nature of
      Beneficial Ownership(1)
    Percentage of
      Class(1)Ludvik Rolin 1559 Rupert, North
      Vancouver, BC V7J 1G3 Canada
    2,000,000 common shares
    57.2%Hill Town Capital 145-157 St. John Street
      London, UK
    661,0000 common shares
    18.91%Directors and Executive Officer as a Group
    0%
    0%


|(1) | Based on 3,494,940 shares of common stock issued and
      outstanding as of November 10, 2011. Except as otherwise indicated, we
      believe that the beneficial owners of the common stock listed above, based
      on information furnished by such owners, have sole investment and voting
      power with respect to such shares, subject to community property laws
      where applicable. Beneficial ownership is determined in accordance with
      the rules of the SEC and generally includes voting or investment power
      with respect to securities. Shares of common stock subject to options or
      warrants currently exercisable, or exercisable within 60 days, are deemed
      outstanding for purposes of computing the percentage ownership of the
      person holding such option or warrants, but are not deemed outstanding for
      purposes of computing the percentage ownership of any other
  person
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 31 -

Future Changes in Control

We are unaware of any contract or other arrangement, the
operation of which may, at a subsequent date, result in a change in control of
our company.

Item 13.      Certain Relationships and Related Transactions.

Other than as described under the heading "Executive
Compensation", or as set forth below, there are no material transactions with
any of our directors, officer or control person that have occurred during the
last fiscal year.

Item 14.      Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by LBB & Associates Ltd., LLP for
professional services rendered for the audit of our annual financial statements
included in our Annual Report on Form 10-K for the fiscal year ended July 31,
2011 were estimated to be $5,950.

Audit Related Fees

For the fiscal year ended July 31, 2011, the aggregate fees
billed for assurance and related services by LBB & Associates Ltd., LLP
relating to the performance of the audit of our financial statements which are
not reported under the caption "Audit Fees" above, was $6,450.

Tax Fees

For the fiscal year ended July 31, 2011, the aggregate fees
billed by LBB & Associates Ltd., LLP for other non-audit professional
services, other than those services listed above, totalled $0.

We do not use LBB & Associates Ltd., LLP for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before LBB & Associates Ltd., LLP is engaged
by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (which consists of entire Board of
  Directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committee's responsibilities to management.

The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were pre-approved. However, all of
the above services and fees were reviewed and approved by the audit
committee either before or after the respective services were rendered.

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- 32 -

The audit committee has considered the nature and amount of
fees billed by LBB & Associates Ltd., LLP and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
LBB & Associates Ltd., LLP's independence.

Item 15.      Exhibits.

Exhibit Number and Exhibit Title

|(3)  | Charter and By-laws                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                        
|3.1  | Articles of Incorporation (incorporated by reference from
our SB-2 Registration Statement filed October 5, 2004).                      
|     |                                                                                                                                        
|3.2  | Bylaws (incorporated by reference from our SB-2
Registration Statement filed October 5, 2004).                                         
|     |                                                                                                                                        
|(10) | Material Contracts                                                                                                                     
|     |                                                                                                                                        
|10.1 | Loan Agreement dated April 12, 2004 (incorporated by
reference from our Registration Statement on Form SB-2, filed on October 5,
2004).
|     |                                                                                                                                        
|(31) | Section 302 Certification                                                                                                              
|     |                                                                                                                                        
|31.1 | Certification of Angel Cruz                                                                                                            
|     |                                                                                                                                        
|(32) | Section 906 Certification                                                                                                              
|     |                                                                                                                                        
|32.1 | Certification of Angel Cruz                                                                                                            

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SIGNATURES

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

VICTORY EAGLE RESOURCES CORP.

By:/s/Angel Cruz Angel Cruz,
President, Secretary and Treasurer (Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)

Date: November 14, 2011

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Signature     | Title                              | Date             
|------------- | ---------------------------------- | -----------------
|              |                                    |                  
|              |                                    |                  
|              |                                    |                  
|/s/Angel Cruz |                                    |                  
|Angel Cruz    | President, Secretary and Treasurer | November 14, 2011

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