UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
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,
2009




[   ]           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 small business issuer in its
charter)





Nevada
                
                N/A(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification
No.)





133
      Atlas Toronto, Ontario
                
                M6C
      3P4(Address
      of principal executive offices)
                
                (Zip
      Code)




Issuer's
telephone number (416)
720-9256




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




Title
      of each class
                  Nil
                
                Name
      of each exchange on which registered
                  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 [   ]





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-B 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 of $0.10, our aggregate
market value is $261,025.




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




2,733,940  common
shares issued and outstanding as of October 31, 2009.




Transitional
Small Business Disclosure Format (Check one):   Yes
[   ];   No [X].




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















-2-


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 133 Atlas Toronto, Ontario M6C
3P4.





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.




Product
Research and Development




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


-3-


We do not
anticipate that we will expend any significant funds on research and development
over the next twelve months ending July 31, 2010.




Employees




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.




Purchase
or Sale of Equipment





We do not
intend to purchase any significant equipment over the next twelve months ending
July 31, 2010.




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 after this offering is complete. 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, 2009 we do not hold rights to any mineral properties. Our future
property will likely be subject to rules similar to theMineral Tenure Act (British
Columbia) and Regulation. This act sets forth rules for:





Locating
claims





Posting
claims





Working
claims





Reporting
work performed




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:


-4-


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
theCode are 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:





1. Health
and Safety





2.
Archaeological Sites





3.
Exploration Access





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.


-5-


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.




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.




We
need to continue as a going concern if our business is to succeed, if we do not
we will go out of business.





Our
independent accountant's report to our audited financial statements for the
period ended July 31, 2009 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern.
 Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
adequate financing to pay our liabilities.  If we are not able to continue
as a going concern, it is likely investors will lose their
investments.




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 $135,032. 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.




We are in
the very early exploration stage and we need additional financing before we are
able to continue our exploration efforts. We have not made any arrangements for
financing and we may be unable to raise financing. If we are not able to raise
any financing we will have to delay our exploration or go out of
business.


-6-


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 after this offering is complete. 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
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 have
no known ore reserves.  We have not identified any gold on the
property and we cannot guarantee that we will ever find any gold.  We
did not rely upon any expert advice in selecting a prospective property for the
exploration.  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.




Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material.  If we do not find
mineralized material, we will cease operations.




Because
we are small and do not have much capital, we must limit our
exploration.  Because we may have to limit our exploration, we may not
find mineralized material, although a property we acquire may contain
mineralized material.  If we do not find mineralized material, we will
cease operations.




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, owns a total of 2,000,000
shares of stock, which is 73% of the issued and
outstanding number of shares, as of October 15, 2009. 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.


-7-


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.


-8-


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.




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 133 Atlas Toronto, Ontario M6C
3P4.  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, 2009.




PART
II




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




There is
currently no market for our common stock.




As of
October 31, 2009 there were 46 shareholders and 2,733,940 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.


-9-


Recent
Sales of Unregistered Securities




There
have been no recent sales of unregistered securities.




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 audited financial statements and the notes to
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, 2010 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 $10,000 over the
twelve months ending July 31, 2010.





Based on
our current plan of operations, we require immediate funds to commence our
exploration operations. For the year ended July 31, 2006 we successfully raised
$56,025 through the sale of 560,250 common shares pursuant to our SB-2
registration statement. This allowed us to complete Phase 1 of our proposed
exploration program.  We will not undertake Phase 2 unless we obtain
additional funding.   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.





Over the
twelve months ending July 31, 2010 we intend to use all available funds to
commence exploration of our mineral properties, as follows:





Estimated Funding Required
During the Next Twelve Months




Operations:
      acquiring new properties
                    $
                    140,000Working
      Capital
                    $
                    10,000Total
                    $
                    150,000





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.


-10-


At July
31, 2009, we had a working capital deficit of $51,769 compared to working
capital deficit of $30,768 at July 31, 2008.




At July
31, 2009, our total assets of $4,034 which consists of only cash. This compares
with our assets at July 31, 2008 of $17,918 which consisted of cash and mineral
property.




At July
31, 2009, our total liabilities were $55,803 compared to our liabilities of
$42,186 as at July 31, 2008.




We have
had no revenues from inception. There is currently insufficient capital to
explore and develop our mineral properties. We raised $56,025 from our SB-2
offering which we closed on November 30, 2005.  A former director,
Ludvik Rolin has loaned us funds.Mr. Rolin has
loaned us $26,500 for the partial payment of costs associated with the SB-2
offering and for general and administrative expenses.  If we do not
successfully raise $150,000, we will not be able to fully implement our
exploration program unless we obtain additional financing either through a
private placement or shareholder loan.  There is no guarantee we will
be able to do this.




We have
no long-term debt, other than the $26,500 owing to our former director, Ludvik
Rolin.




Results
of Operations.




We posted
losses of $43,239 for the year ending July 31, 2009, losses of $16,116 for the
year ended July 31, 2008, and losses of $135,032 since inception to July 31,
2009. Operating expenses for the year ending July 31, 2009 were $40,567 compared
to the year ending July 31, 2008 that were $13,459.




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, 2010.




Employees




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 a development stage company and not having generated revenues, in
their report on the audited financial statements for the year ended July 31,
2009, our auditors included an explanatory paragraph regarding concerns about
our ability to continue as a going concern.  Our financial statements
contain additional note disclosures describing the circumstances that led 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.-


-11-


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, 2009 have incurred losses of
$135,032 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.





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 these
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.




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, dated November 3,
2009




Balance
Sheets as at July 31, 2009 and 2008




Statements
of Operations for each of the years ended July 31, 2009 and 2008 and for the
period from March 18, 2004 (inception) to July 31, 2009




Statements
of Changes in Stockholders' Equity (Deficit) for the period from March 18, 2004
(inception) to July 31, 2009




Statements
of Cash Flows for each of the years ended July 30, 2009 and 2008 and for the
period from March 18, 2004 (inception) to July 31, 2009




Notes to
the Financial Statements


-12-


Report of Independent
Registered Public Accounting Firm





To the
Board of Directors of


Victory
Eagle Resources Corp.


Vancouver,
British Columbia








We have
audited the accompanying balance sheets of Victory Eagle Resources Corp. (the
“Company”) as of July 31, 2009 and 2008, and the related statements of
operations, stockholders' equity (deficit), and cash flows for each of the years
then ended and for the period from March 18, 2004 (inception) through July 31,
2009. 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 audits 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 audits 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, 2009 and 2008, 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, 2009 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 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.








LBB &
Associates Ltd., LLP


Houston,
TX


November
3, 2009


F-1


VICTORY
EAGLE RESOURCES CORP.


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS




July
      31, 2009
                            
                            
                            July
      31, 2008ASSETSCurrent
      assetsCash
                            
                            $
                            4,034
                            
                            
                            $
                            11,418Total
      current assets
                            
                            
                            4,034
                            
                            
                            
                            11,418Mineral
      property rights
                            
                            
                            -
                            
                            
                            
                            6,500Total
      assets
                            
                            $
                            4,034
                            
                            
                            $
                            17,918LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                            
                            $
                            15,225
                            
                            
                            $
                            4,280Note
      payable - shareholder
                            
                            
                            26,500
                            
                            
                            
                            26,500Accrued
      interest on shareholder note payable
                            
                            
                            14,078
                            
                            
                            
                            11,406Total
      current liabilities
                            
                            
                            55,803
                            
                            
                            
                            42,186Total
      liabilities
                            
                            
                            55,803
                            
                            
                            
                            42,186ContingenciesSTOCKHOLDERS'
      DEFICIT:Common
      stock, $.001 par value, 25,000,000 shares authorized, 2,733,940 and
      2,655,250 shares issued and outstanding at July 31, 2009 and 2008
      respectively
                            
                            
                            2,734
                            
                            
                            
                            2,655Additional
      paid-in capital
                            
                            
                            80,529
                            
                            
                            
                            64,870Deficit
      accumulated during the exploration stage
                            
                            
                            (135,032
                            )
                            
                            
                            (91,793
                            )Total
      stockholders' deficit
                            
                            
                            (51,769
                            )
                            
                            
                            (24,268
                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                            
                            $
                            4,034
                            
                            
                            $
                            17,918




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


F-2


VICTORY
EAGLE RESOURCES CORP.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF OPERATIONS


Years
Ended July 31, 2009 and 2008


and
the Period From March 18, 2004 (Inception) through July 31, 2009









Year
      Ended
                  July
      31, 2009
                
                
                Year
      Ended
                  July
      31, 2008
                
                
                Inception
      through
                  July
      31, 2009Operating
      expenses:Exploration
      cost
                
                $
                -
                
                
                $
                -
                
                
                $
                9,500General
      and administrative
                
                
                40,567
                
                
                
                13,459
                
                
                
                111,454Operating
      loss
                
                
                (40,567
                )
                
                
                (13,459
                )
                
                
                (120,954
                )Interest
      expense
                
                
                (2,672
                )
                
                
                (2,657
                )
                
                
                (14,078
                )Net
      loss
                
                $
                (43,239
                )
                
                $
                (16,116
                )
                
                $
                (135,032
                )Net
      loss per share:Basic
      and diluted
                
                $
                (0.02
                )
                
                $
                (0.01
                )Weighted
      average shares outstanding:Basic
      and diluted
                
                
                2,730,059
                
                
                
                2,646,766




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


F-3


VICTORY
EAGLE RESOURCES CORP.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF STOCKHOLDERS' EQUITY (DEFICIT)


Period
from March 18, 2004 (Inception) through July 31, 2009





Common
      StockShares
                          
                          
                          Amount
                          
                          
                          Additional
      paid in capital
                          
                          
                          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
                          )





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


F-4


VICTORY
EAGLE RESOURCES CORP.


(AN
EXPLORATION STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


Years
Ended July 31, 2009 and 2008


And
Period from March 18, 2004 (Inception) through July 31, 2009




Year
      Ended
                
                
                Year
      Ended
                
                
                Inception
      ThroughJuly 31, 2009
                
                
                July 31, 2008
                
                
                July 31, 2009CASH
      FLOWS FROM OPERATINGACTIVITIESNet
      loss
                
                $
                (43,239
                )
                
                $
                (16,116
                )
                
                $
                (135,032
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Impairment
      of mineral property rights
                
                
                6,500
                
                
                
                -
                
                
                
                11,500Net
      change in:Accounts
      payable and accrued liabilities
                
                
                10,945
                
                
                
                1,405
                
                
                
                15,225Accrued
      interest on shareholder notes payable
                
                
                2,672
                
                
                
                2,657
                
                
                
                14,078NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (23,122
                )
                
                
                (12,054
                )
                
                
                (94,229
                )CASH
      FLOWS FROM INVESTING ACTIVITIESExpenditures
      on mineral property rights
                
                
                -
                
                
                
                (2,000
                )
                
                
                (2,000
                )NET
      CASH USED IN INVESTING ACTIVITES
                
                
                -
                
                
                
                (2,000
                )
                
                
                (2,000
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from note payable - shareholder
                
                
                -
                
                
                
                -
                
                
                
                26,500Proceeds
      from sale of common stock
                
                
                15,738
                
                
                
                -
                
                
                
                73,763NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                15,738
                
                
                
                -
                
                
                
                100,263NET
      CHANGE IN CASH
                
                
                (7,384
                )
                
                
                (14,054
                )
                
                
                4,034Cash,
      beginning of period
                
                
                11,418
                
                
                
                25,472
                
                
                
                -Cash,
      end of period
                
                $
                4,034
                
                
                $
                11,418
                
                
                $
                4,034SUPPLEMENTAL
      DISCLOSURESStock
      issued for mineral property costs
                
                $
                -
                
                
                $
                4,500
                
                
                $
                9,500




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


F-5


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 in British Columbia, Canada. In
October, 2008 the Company was listed on the OTC Bulletin Board under the symbol
VERC.




NOTE 2 – SUMMARY OF
SIGNIFICANT POLICIES




Exploration
stage company





The
Company complies with Financial Accounting Standards Board Statement No. 7
‘‘Accounting and Reporting by Development Stage Enterprises’’ 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 shareholder. 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.


F-6


Mineral
Interests





Mineral
property acquisition costs are capitalized in accordance with EITF 04-2. 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




During
the year ended July 31, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did or are expected to have a material impact on the Company’s
results of operations, financial position, or cash flows, with exception
of:




New
Accounting Pronouncements (Adopted)




SFAS
No. 157.In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157(“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.




SFAS
No. 165.In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
adopted SFAS No. 165 in the year ended July 31, 2009; this adoption did not
have any impact on our financial condition, results of operations or cash
flows.




New
Accounting Pronouncements (Not yet adopted)




SFAS
No. 168.    In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 will not have a material impact on our financial condition,
results of operations or cash flows.


F-7


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 $43,239 for the year ended July 31, 2009, and a cumulative loss of
$135,032 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 former president, who is still a shareholder, 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 has agreed to contribute the claims to
the Company in order for the Company to mine these claims. As of July 31, 2009
the claims were still in the former President’s name. The claims are expected to
be transferred to the Company at the shareholder's basis ($1,100) when the
Company determines it is economical to mine the claims.




NOTE 5 - NOTE PAYABLE -
SHAREHOLDER




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 of July
31, 2009, the interest accrued on the loan is $14,078. The note payable and
accrued interest are payable on demand.




NOTE 6 – MINERAL PRORTY
RIGHTS




During
the year ended July 31, 2009, the Company was unable to comply with the terms of
its mineral property rights agreements and the options expired.  As a
result, an impairment charge of $6,500 was recorded in general and
administrative expense.





NOTE 7 - INCOME
TAXES




The
Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109), "Accounting for 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.


F-8


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




July
      31, 2009
                    
                    July
      31, 2008Federal
      income tax attributable to:Current
      operations
                    $
                    14,700
                    
                    $
                    5,400Less,
      change in valuation allowance
                    
                    (14,700
                    )
                    
                    (5,400
                    )Net  amount
                    $
                    -
                    
                    $
                    -







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





July
      31, 2009
                    
                    July
      31, 2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                    $
                    45,650
                    
                    $
                    30,950Less,
      valuation allowance
                    
                    (45,650
                    )
                    
                    (30,950
                    )Net
      deferred tax asset
                    $
                    -
                    
                    $
                    -








As of
July 31, 2009, the Company had an unused net operating loss carryover
approximating $135,000 that is available to offset future taxable income, and
expires beginning in 2024.




NOTE 8 - COMMON
STOCK




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




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.




In
October 2007, the Company issued 45,000 shares as consideration for acquiring a
property option.




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





NOTE 9-SUBSEQUENT
EVENTS





The
Company has evaluated subsequent events for recognition or disclosure through
the date these financial statements were available to be issued, November 3,
2009.


F-9


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




None.




Item
9A(T). 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, 2009, 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, we have 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, 2009
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.




Management
conducted an evaluation of the design and operation of our internal control over
financial reporting as of and for the year ended July 31, 2009. As a result of
this assessment, management concluded that, as of and for the year ended July
31, 2009, 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 as of and for the year and quarter
ended July 31, 2009.




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.


-13-




Item
9B. Other Information






None.




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
October 31, 2009, 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 AppointedLudvik
      Rolin
                  Director,
      President, Secretary and Treasurer
                  38
                  March
      18, 2004
                    June
      15, 2009-resignedKelly
      Dodge
                  Director,
      President, Secretary and Treasurer
                  30
                  April
      22, 2004-Director
                    June
      15, 2009-Executive
Officer




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.




Ludvik
Rolin




Mr. Rolin
became a director, our President, Secretary and Treasurer on March 18,
2004.  He resigned as President, Secretary, Treasurer and Director on
June 15, 2009.




Mr. Rolin
is a qualified Free Miner in the Province of British Columbia.  Mr.
Rolin has no other relevant professional training or technical credentials in
the exploration, development or operation of metal mines.





Since
1990 Mr. Rolin has been a health care worker at Lion’s Gate Hospital in North
Vancouver, British Columbia.




Kelly
Dodge




Mr. Dodge
became a director on April 22, 2004.   He became our President,
Secretary and Treasurer on June 15, 2009.




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


-14-


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.




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:




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.


-15-


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, an officer and director of our company for subscription proceeds of
$2,000. On April 12th, 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. Rolin
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. Rolin 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, 2009, 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:




(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.


-16-


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: Victory Eagle
Resources Corp., 133 Atlas Toronto, Ontario M6C 3P4




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 members 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.




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.


-17-


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, 2009.




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




There
were no stock options outstanding as at July 31, 2009.




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, 2009.




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.




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




The
following table sets forth, as at October 15, 2009, 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
            73%Directors
      and Executive Officer as a Group
            2,000,000
      common shares
            0%




(1)
            Based
      on 2,733,9400 shares of common stock issued and outstanding as of October
      31, 2009.  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


-18-


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.  Exhibits.




Exhibit Number and Exhibit
Title




(3)
                                      Charter
      and By-laws3.1
                                      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
      Contracts10.1
                                      Loan
      Agreement dated April 12th, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).14.1
                                      Code
      of Business Conduct and Ethics(31)
                                      Section
      302 Certification31.1*
                                      Certification
      of Kelly Dodge(32)
                                      Section
      906 Certification32.1*
                                      Certification
      of Kelly
Dodge








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, 2009 were
estimated to be $5,000.


-19-


Audit
Related Fees




For the
fiscal year ended July 31, 2009, 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 $4,500.




Tax
Fees




For the
fiscal year ended July 31, 2009, 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.




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.


-20-


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:


Kelly
Dodge, President, Secretary and Treasurer


(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)




Date:  October
31, 2009




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
                      DateKelly
      Dodge
                      President,
      Secretary and Treasurer Director
                      October
      31,
2009




-21-