UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549






Form
10-KSB




(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,
2008




[   ]           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.)





1559
      Rupert Street, North Vancouver, British Columbia
            
            V7J
      1G3(Address
      of principal executive offices)
            
            (Zip
      Code)




Issuer's
telephone number (778)
883-6007




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 [   ]




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-KSB
or any amendment to this Form 10-KSB. [   ]









State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days.  (See definition of affiliate in Rule
12b-2 of the Exchange Act.)




Our
shares quoted on the Over-the-Counter Bulletin Board under the ticker symbol
"VERC". Based on the last sale price of our shares of $0.20, our aggregate
market value is $546,788.




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, 2008.




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 [ ]










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 1559 Rupert Street,
North Vancouver, British Columbia V7J 1G3.




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.





In July
2004 Ludvik Rolin, our President and member of the board of directors acquired
eight mineral claims by arranging the staking of the same through a third party.
The third party is Kenneth Daniels a prospector and licensed Free Miner in the
province of British Columbia. Mr. Rolin paid Mr. Daniels $1,100 to stake the
claims. There is no relationship between us and Mr. Daniels or between Mr.
Daniels and our sole officer, or any of our directors or affiliates. The claims
are registered in Mr. Rolin's name to avoid paying additional fees, however,
title to the claims has been conveyed to us by an unrecorded deed from Mr.
Rolin. An unrecorded deed is one in which title to the property has been
transferred to us, but the deed has not been filed with the British Columbia
Land Title Office.





The
property consists of eight mineral claims totaling approximately 500 acres. The
mineral claims are located approximately 20 miles east of Osoyoos, British
Columbia, Canada, 10 miles north from the village of Westbridge in southern
British Columbia. The mineral claims are within the Greenwood Mining
Division.




-3-




To our
knowledge, Kenneth Daniels staked the 500 acre property in southwestern British
Columbia in July 2004 and there were no previous owners, operators, or
operations on the property, besides us.  In July 2006 the claims were
restaked by our President Ludvik Rolin.




On April
4, 2007, we entered into a Property Option Agreement with Shadow Creek Mining.
Under the terms of the agreement, we have received an exclusive option to
acquire an undivided 100% interest in the mining claim known as the West
Kootenay Boundary Property situated in southeast British Columbia. In
consideration of the option, we have issued 50,000 valued at $5,000 common
shares and have paid Shadow Creek $4,500. In addition, we are obligated to
expend $40,000 in exploration and property development in the first year and
make an additional payment of $40,000 payable in cash or shares within a year,
subject to a maximum allowable issuance of 400,000 shares.




We hold
title to mineral claims. The mineral claims give us the right to all of the
underlying minerals of the land on which the claims have been
staked.




There are
no existing workings on the property. The only work completed on the property is
the initial and subsequent staking of the mineral claims by Kenneth Daniels and
Ludvik Rolin. Exploration commenced on the property in November 2006 when we
began limited geologic mapping on the property. It is anticipated that we will
generate our own power on the property from portable generators we transport to
the property and power generated by the backhoe engine.





Mr.
Rolin, our President is currently searching for a qualified geologist to assist
in the exploration of our property. We may consider appointing a geologist to
the board of directors in the near future. The basis for the exploration plans
and cost estimates described below in this section are derived from Mr. Rolin's
informal discussions with geologists and mining companies familiar with the
exploration process.





The
property is without known reserves and our proposed program is exploratory in
nature. We must conduct exploration to determine what amount of minerals, if
any, exist on the properties and if any minerals which are found can be
economically extracted and profitably processed. Specifically, we intend to
explore for gold on the properties. When soil samples taken from the property
are analyzed, we will also look for traces of silver, lead, iron and zinc,
however, our focus is on the search for gold.





Our
exploration program is designed to economically explore and evaluate the
properties.




Product
Research and Development




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




We do not
anticipate that we will expend any significant funds on research and development
over the next twelve months ending July 31, 2009.




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, 2008.




-4-




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
mineral exploration program is subject to the Mineral Tenure Act(British
Columbia) and Regulation. This act sets forth rules for




Locating
claims




Posting
claims




Working
claims




Reporting
work performed




The Mineral Tenure Act(British
Columbia) and Regulation also governs the work requirements for a claim
including the minimum annual work requirements necessary to maintain a claim.
The holder of a mineral claim must perform exploration and development work on
the claim of $100 in each of the first three years and $200 in the eighth and
subsequent years.




We are
also subject to the British
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 the Codeis to assist persons who
wish to explore for minerals in British Columbia to understand the process
whereby exploration activities are permitted and regulated. The Codeestablishes province
wide standards for mineral exploration and development activities. The Codealso manages and
administers exploration and development activities to ensure maximum extraction
with a minimum of environmental disturbance. The Codedoes not apply to
certain exploration work we will be conducting. Specifically, work that does not
involve mechanical disturbance of the surface including:




Prospecting
using hand-held tools




Geological
and geochemical surveying




Airborne
geophysical surveying




Hand-trenching
without the use of explosives




The
establishment of gridlines that do not require the felling of trees




Exploration
activities that we intend on carrying out which are subject to the provisions of
the Code are as
follows:




Drilling,
trenching and excavating using machinery




Disturbance
of the ground by mechanical means




-5-




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 the
Code 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.




We are in
compliance with the Mineral
Tenure Act (British Columbia) and the Codewill continue to comply
with these regulations in the future. We believe that compliance with these
regulations will not adversely affect our business operations in the
future.




There is
no requirement to reclaim the mineral claims after we have completed our
exploration program. However, a claim must be maintained by performing an annual
work requirement or by payment of cash in lieu of work. The minimum amount of
exploration and development work on the claim must be $100 per claim in each of
the first three years and $200 in the eighth and subsequent years. Provided we
meet the minimum annual work requirements or pay cash in lieu of work we will
maintain the claims in good standing.




RISK
FACTORS




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




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




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




-6-




We
do not own any resource properties. We own 8 mineral claims and title to our
property is not registered in our name.




We do not
own any resource properties. We own eight mineral claims in British Columbia.
Title to our property is not registered in our name but is registered in the
name of our president, Mr. Ludvik Rolin who conveyed title to the claims to us
by an unrecorded deed, dated August 6, 2004.




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.




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




We have
incurred a net loss of $16,116 for the year ended July 31, 2008. There can be no
assurance that will generate significant revenues or achieve profitable
operations.




These
circumstances raise substantial doubt about our ability to continue as a going
concern, as described in the explanatory paragraph to our independent auditors'
report on our financial statements in this document.




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 $91,793. 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.




-7-




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




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




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 the property for the
exploration.  Even if we find that there is gold on our 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.




Rain
and snow may make the road leading to our property impassable.  This
will delay our proposed exploration operations and could prevent us from
working.




While we
plan to conduct our exploration year round, it is possible that snow or rain
could cause roads leading to our claims to be impassable.  When roads
are impassable, we are unable to work.




-8-




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 our property may contain mineralized
material.  If we do not find mineralized material, we will cease
operations.




Ludvik
Rolin our sole officer and one of our directors 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, one of our officer and directors own a total of 2,000,000 shares of
stock, which is 76.6% of the issued and outstanding number of shares, as of
October 15, 2008. 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.




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.




-9-




Anti-Takeover
Provisions




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




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




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




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 1559 Rupert Street, North Vancouver,
BC V7J 1G3 and our telephone number is 778.883.6007.




In
August, 2004 Ludvik Rolin, our President and member of the board of directors
acquired eight mineral claims of by arranging the staking of the same through a
third party. Mr. Rolin paid $1,100 to stake the claims. The claims were staked
by Kenneth Daniels. Mr. Daniels is licensed to stake claims in British Columbia
as a Free Miner. Mr. Daniels is an experienced local prospector and qualified
free miner in the Province of British Columbia. The claims were acquired by Mr.
Rolin and registered in Mr. Rolin's name to avoid paying additional fees,
however, title to the claims has been conveyed to us by an unrecorded
deed.  We have allowed these claims to lapse.




On April
4, 2007, we entered into a Property Option Agreement with Shadow Creek Mining.
Under the terms of the agreement, we have received an exclusive option to
acquire an undivided 100% interest in the mining claim known as the West
Kootenay Boundary Property situated in southeast British Columbia. In
consideration of the option, we have issued 50,000 valued at $5,000 common
shares and have paid Shadow Creek $4,500. In addition, we are obligated to
expend $40,000 in exploration and property development in the first year and
make an additional payment of $40,000 payable in cash or shares within a year,
subject to a maximum allowable issuance of 400,000 shares.




On
October 8, 2007, we entered into a Property Option Agreement with Universal
Resources Ltd. Under the terms of the agreement, we have received an exclusive
option to acquire an undivided 100% interest in the mining claim known as the
Universal Property situated in central British Columbia. In consideration of the
option, we have issued 45,000
common shares to Universal. In addition, we will expend $75,000 in exploration
and property development in the first year. To date the Company has expended $0
related to the Universal Property.




-10-




The eight
claims were restaked in 2005 by a prospector, who is licensed to stake claims in
British Columbia as a Free Miner.  In July 2006, our President, Ludvik
Rolin, a Free Miner, restaked the claims on our behalf.  A Free Miner
is qualified to explore and stake mineral claims in the Province of British
Columbia.  A Free Miner is the only qualified person capable of
staking a valid mineral claim in the Province of British
Columbia.  The qualification is obtained by becoming familiar with the
Mineral Tenure Act
(British Columbia) and by passing an examination at the offices of the British
Columbia Gold Commissioner.  To acquire a Free Miner certificate the
following qualifications must be met:




·
            18
      years of age or older;




·
            ordinarily
      resident in Canada for not less than 183 days per calendar year, or
      authorized to work in Canada;




·
            be
      a Canadian corporation registered or incorporated under the Business Corporations
      Act (British Columbia), or a corporation registered as an
      extra-provincial company under the Business Corporations
      Act (British Columbia);




·
            be
      a partnership consisting of partners who are persons that meet the
      qualifications above, and are registered in British Columbia under the
      Partnership
      Act.




The
holder of a free miner certificate has certain rights set out in the Mineral Tenure Act including
the right to enter onto mineral lands, whether Crown or private land, to explore
for minerals or placer minerals form a claim, provided approval is obtained
according to the Mines
Act and Code.




The
claims are all recorded in Mr. Rolin's name to a avoid paying additional fees,
however, title to the claims has been conveyed to us by an unrecorded deed. An
unrecorded deed is one in which title to the property has been transferred to
us, but the deed has not been filed with the British Columbia Land Title Office.
Our title to the property is superior to all other unrecorded deeds. Should Mr.
Rolin transfer title to another person and that deed is recorded before
recording our deed, that person will have superior title and we will have none.
If that event occurs, however, Mr. Rolin will be liable to us for monetary
damages for breach of his warranty of title and for breach of his fiduciary
duties to us as director. The extent of these damages will be calculated so as
to place us in the position we would have been in had the breach of warranty and
fiduciary duties not occurred. Damages would include expenditures incurred by us
in respect of the property in addition to loss of opportunity costs, the
quantification of which would depend on any subsequently successful exploration
of the properties.




Under
British Columbia provincial law, if the deed is recorded in our name, we will
have to pay a minimum of $500 and file other documents since we are a foreign
corporation in Canada. We will also be required to form a British Columbia
corporation to hold the property because foreign corporations are not permitted
to hold mineral claims in British Columbia. We have decided that if gold is
discovered on the property and it is economical to remove the gold, we will
record the deed, pay the additional tax, and file as a foreign corporation. We
are in possession of the unrecorded deed and the decision to record or not
record the deed is solely within our province.




All
Canadian lands and minerals that have not been granted to private persons are
owned by either the federal or provincial governments in the name of Her
Majesty.  Ungranted minerals are commonly known as Crown minerals.
Ownership rights to Crown minerals are vested by the Canadian Constitution in
the province where the minerals are located. In the case of our mineral claims,
that is the province of British Columbia. In the 19th century
the practice of reserving the minerals from fee simple Crown grants was
established. Minerals are reserved from Crown land dispositions under the Mineral Tenure Act(British
Columbia). The result is that the Crown is the largest mineral owner in Canada,
both as the fee simple owner of Crown lands and through mineral reservations in
Crown grants. Most privately held mineral titles are acquired directly from the
Crown. Our property is one such acquisition. Accordingly, fee simple title to
our property resides with the Crown. Our claims are mineral claims issued
pursuant to the
Mineral Tenure Act(British Columbia). We have exclusive rights to mine and recover all of
the minerals contained within the surface boundaries of the lease continued
vertically downward. The legal significance of these different ownership
interests is simply that the Crown maintains fee simple ownership of the surface
rights on the properties and we have obtained the right to all of the underlying
minerals. Under provisions of the Mineral Tenure Act (British
Columbia) a claim grants the holder the rights to use the surface for
exploration and mining purposes. A disposition of surface rights by the Crown
cannot diminish the rights of the mineral titleholder.




-11-




Mr. Rolin
obtained a valid claim to the mineral title on the properties by his restaking
of the claims. A mineral claim is valid when it has to been staked in accordance
with the Mineral Tenure
Act (British Columbia) and subsequently registered with the Department of
Mines and Minerals. This claim is akin to an interest in land. This means that
the claim entitles the holder to ownership rights in the property and these
rights flow with the transfer of the land. Mr. Rolin has transferred this claim
to us by way of an unrecorded deed. In the event that we discover gold or other
mineral deposits on the properties during our explorations, we intend to record
the deed and pay all appropriate fees. The deed will then be transferred to a
Canadian subsidiary for purposes of the recording the claims with the Land
Titles Office. When we transfer the deed to a subsidiary the subsidiary will be
our wholly-owned company.




To date
we have performed limited exploration work on our properties. We began
exploration on our property in October 2006.  We delayed to the
commencement of this initial exploration due to the shortage of available
qualified geologists and prospectors.  We arranged for geologic
mapping of the property which included the takng of soil samples. We are
presently in the exploration stage and there is no assurance that a commercially
viable mineral deposit, a reserve, exists in our property until further
exploration is done and a comprehensive evaluation concludes economic and legal
feasibility.




We may
consider seeking the assistance of a major mining company if we find mineralized
materials on the property. We do notintend to try to develop
any reserves we find, if any, ourselves.




The
following information is provided in compliance with "Guide 7 of Industry Guides
Under the Securities Act and the Exchange Act" for issuers engaged or to be
engaged in significant mining operations.




Location
and Access




The
mineral claims consist of eight claims totaling approximately 500 acres. The
mineral claims are located approximately 20 miles east of Osoyoos, British
Columbia, Canada, 10 miles north from the village of Westbridge in southern
British Columbia. The mineral claims within the Greenwood Mining
Division.





Access to
the mineral claims is gained by following Highway 3 from Hope, British Columbia
until Rock Creek, then by Highway 33 to Westbridge and continuing approximately
1 mile past Westbridge until Harrison Forrest Service Road. The Harrison Forrest
Service Road is an all weather gravel logging road that leads to the mineral
claims.




Physiography




The
mineral claims are situated within the Beaverdell Mountain range of southern
British Columbia with elevations ranging from 3500 feet near Wildhorse Creek at
the south end of the claims to 5,000 feet north of the claims area.




Pursuant
to an agreement between us and Ludvik Rolin, one of our directors, Ludvik Rolin
has transferred to us eight mineral claims.




We hold
title to the eight mineral claims. The eight mineral claims give us the right to
all of the underlying minerals of the land on which the claims have been staked.
We have begun exploration




To our
knowledge, Kenneth Daniels staked the 500 acre property in the interior of
British Columbia in 2004 and there were no previous owners, operators, or
operations on the property




There are
no existing workings on the property. The only work completed on the property is
the initial staking of the mineral claims by Kenneth Daniels and the initial
exploration we commenced in October 2006. It is anticipated that we will
generate our own power on the property from portable generators we transport to
the property and power generated by the backhoe engine.




-12-





Slopes on
the mineral claims are very steep throughout. Vegetation consists mainly of fir
and pine trees, much of it mature second growth. The climate features warm
summers and cold winters. The Harrison Forrest is very wet in the winter and
fairly dry in the summer. Average yearly precipitation is thirty inches. A snow
pack of six to nine feet begins to accumulate in October and lingers in places
into May. The recommended field exploration season is from early May to late
October, although the close proximity to access roads would allow for drilling
or underground exploration and development on a year round basis.




Property
Geology




Two main
rock types occur on the mineral claims. The older are Jurassic aged volcanic and
sedimentary rocks. These rocks are intruded by large sedimentary rocks from the
Mesozoic or dinosaur era and intrusions of mineral dense igneous rock. Younger
rock series, or sedimentary deposits of the second epoch of the Tertiary Period,
characterized by warm climates and the rise of most modern mammalian families
(Eocene) - aged granite stocks, and dykes of mineral dense igneous rock (gabbro
and hornblende porphyry dykes) also occur. Three zones of mineralization occur
in the Eocene rocks, near their contract with quartz diorite. The zones are
marked by the presence of garnet and magnetite rich metamorphic or skarn rocks.
Some chalcopyrite mineralization occurs with the magnetite, with small amounts
of previous metals.




Gold is
typically found in volcanic rocks, as well as quartz monzonite and quartz
diorite. We have not determined if there is any gold on the property nor whether
there is other mineralization of any economic significance. We will not be able
to make such determination until completion of this offering (please see "Our
Proposed Exploration Program").




The
source of the above description of the rock formation and mineralization of the
property was the Government of BC Ministry of Energy and Mines website at
http://www.gov.bc.ca/em. This website contains a detailed description of the
rock formation and mineralization of all staked lands in British
Columbia.




We have
not obtained a geologist or mining engineer's report on the
property.




Our Proposed Exploration
Program




Mr.
Rolin is currently searching for a qualified geologist to assist in the
exploration of our property. We may consider appointing a geologist to the board
of directors in the near future. The basis for the exploration plans and cost
estimates described below in this section are derived from Mr. Rolin's informal
discussions with geologists and mining companies familiar with the exploration
process.




The
property is without known reserves and our proposed program is exploratory in
nature. We must conduct exploration to determine what amount of minerals, if
any, exist on the properties and if any minerals which are found can be
economically extracted and profitably processed. Specifically, we intend to
explore for gold on the properties. When soil samples taken from the property
are analyzed, we will also look for traces of silver, lead, iron and zinc,
however, our focus is on the search for gold.




Our
exploration program is designed to economically explore and evaluate the
properties.




We do not
claim to have any minerals or reserves whatsoever at this time on any of the
properties.




We intend
to implement an exploration program and intend to proceed in the following two
phases all of which it is intended will be performed or supervised by a
geologist with significant exploration experience, and by independent contractors
hired by us. We will not hire anyone to start exploration until we receive funds
from this offering to start exploring for gold. We believe that the only
equipment we will need to start exploration on the property will be a backhoe.
We will lease the backhoe from an equipment rental company or hire an
independent contractor who owns a backhoe to the dig the trenches we refer to in
this prospectus. We expect to have to pay $30,000 for a backhoe or $25 an hour
for an independent contractor who owns his own backhoe. We anticipate hiring an
independent contractor as needed.




-13-




The only
equipment we will need is a backhoe to dig trenches. It is only possible to
allocate approximate dollar amounts to specific acts because we do not know what
we will encounter during our trenching. As trenches are dug and we evaluate the
results, we will determine if mineralized material that indicates the presence
of gold exist. If gold is found, we will then determine if it is profitable to
extract the gold. If we determine that it is possible to extract the gold, the
exploration of the property will cease and we will initiate the development
stage of the property. The proceeds from the offering will not be used for
development. We have not formulated a plan for development, and cannot and will
not do so until gold is found.




Phase 1
will begin with research of the available geologic literature, personal
interviews with geologists, mining engineers and others familiar with the
prospect sites. We have recently begun this phase of the exploration process on
the properties.  We will not undertake more work on Phase 1 until we
obtain additional funding. We anticipate commencing further research immediately
after completion. This activity will take approximately one month.




When the
research is completed, our initial work will be augmented with geologic mapping
and geochemical testing of our claims. We began this phase in October 2006. The
geologic mapping on the property wiil be done by taking soil samples throughout
the property at approximately 200-300 foot intervals. On areas with no rock
outcrops, we will do soil survey grids. We will also analyze surface outcrops of
rock and the topography of the property to assist in the geologic mapping. We
anticipate the costs of the geologic mapping during this Phase to be
approximately $8,000.




We may
also conduct limited geochemical testing during Phase 1. Rock samples will be
taken from the property and taken to a lab where a determination of the
elemental make up of the sample and the exact concentrations of gold will be
made. We will then compare the relative concentrations of gold in samples so the
results from different samples can be compared in a more precise manner and
plotted on a map to evaluate their significance. We anticipate the cost of
geochemical testing to be approximately $6,000 to $12,000. We will commence this
activity immediately after completion of our research and anticipate that the
geochemical testing will take up to six weeks.  We anticipate spending
up to $10,000 on initial trenching in this Phase. The trenching during this
Phase will after the geochemical testing and will be completed in approximately
two to four weeks.  The trenching in Phase 1 will likely involve hand
trenching or very limited use of machinery for excavation work.  The
trenching during Phase 1 will also likely focus on work on existing trenches, if
any are found. During Phase 2 trenching will involve more extensive use of
machinery and the use of explosives to assist in excavation.




When
available, existing workings, like trenches, prospect pits, shafts or tunnels
will be examined. If an apparent mineralized zone is identified and narrowed
down to a specific area by the studies, we will begin trenching the area.
Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These
dimensions allow for a thorough examination of the surface of the vein structure
types, if any, generally encountered in the area. They also allow easier
restoration of the land to its pre-exploration condition when we conclude our
operations. Once excavation of a trench is completed, samples are taken to a lab
and then analyzed. We will analyze trench samples at a lab in Kelowna, British
Columbia. Rock chip samples will tested for traces of gold, silver, lead, zinc
and iron, however our primary focus is the search for gold. A careful
interpretation of this available data collected from the various tests aids in
determining whether or not the claims have current economic potential and
whether further exploration is warranted




Phase 1
will take about 3 months and cost up to $30,000.




Phase 2
involves an initial examination of the underground characteristics of any vein
structure that was identified by Phase 1 of exploration. Phase 2 is aimed at
identifying any mineral deposits of potential economic importance. The methods
employed are:




More
extensive trenching




More
advanced geophysical work including ground magnetic and electrical geophysical
work




Diamond
Drilling




Trenching
identifies the continuity and extent of mineralization, if any, below the
surface. We will rely primarily on more extensive trenching and diamond drilling
during Phase 2 to identify the extent of mineralization. We anticipate the cost
of the trenching during Phase 2 to be approximately $10,000.  This is
less than we initially planned to conduct in our proposed exploration plan in
our initial SB-2.




-14-




Diamond
drilling is an essential component of exploration and aids in the delineation
and definition of any deposits. The extent of this drilling program will be
determined by the occurrences of gold, if any, revealed by Phase 1. If gold
occurrences are revealed during Phase 1 diamond drilling will be done to test
for potential extensions.




We will
also rely on ground magnetic and electrical geophysical work.  Ground
magnetic and electrical methods are used to determine the location of
near-surface faults and to characterize the materials in and near fault zones.
The types of properties considered would include grain size, sediment type and
fault zone alteration.




Magnetic
and electrical geophysics will be used to map shallow subsurface expressions of
faulting. Subsurface electrical conductivity measurements will be used to locate
zones of increased mineralization.




The
geophysical work gives a general understanding of the location and extent of
mineralization at depths that are unreachable by surface excavations and
provides a target for more extensive trenching and core drilling. We anticipate
the approximate cost of the geophysical work to be approximately $10,000, and
the approximate cost of drilling to be $70,000.




After a
thorough analysis of the data collected in Phase 2, we will decide if the
property warrants continued exploration.




Phase 2
will take up to 4 months and cost up to $90,000.




We intend
to interest other companies in the property if we find mineralized
materials.




The two
phases of exploration will be conducted by a qualified geologist with reasonable
experience in exploration of gold and mineral 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, 2008.




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, 2008 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 does 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.




-15-




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




Overview




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




Plan
of Operations




Cash
Requirements




For the
next 12 months we plan to expend a total of approximately $140,000 in respect of
our mineral properties. In addition, we plan to expend $150,000 in respect the
eight prospect areas within the Greenwood Mining Division near Westbridge,
British Columbia.




We
estimate that we will expend approximately $10,000 on general and administrative
expenses over the next 12 months and working capital of approximately
$10,000.  Pursuant to the terms of a loan agreement with our
President, Ludvik Rolin the loan shall be payable in full if 25% of our proposed
maximum offering was raised.  We raised an amount greater than this,
however, Mr. Rolin has waived the repayment requirement.  The loan is
now payable upon demand when we are in a position to pay.




Based on
our current plan of operations, we have sufficient funds for the next 6 months,
after which time we will require additional funds to continue our exploration
operations. In the event that we are unable to raise additional financing in the
next 6 months, and fail to generate any cash flow, we may modify our operations
plan accordingly. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still 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.




Over the
next twelve months we intend to use all available funds to expand on the
exploration and development of our mineral properties, as follows:




Estimated Funding Required
During the Next Twelve Months




General
      and Administrative
            $10,000OperationsPhase 1Trenching
            $10,000Geological
      Mapping
            $8,000Geochemical
      Testing
            $12,000Phase 2 (if
      warranted)Trenching
            $10,000Geochemical
      Testing
            $10,000Drilllng
            $70,000Working
      Capital
              Repayment
      of Director Loan
            $10,000
              $0Total                                                                                                        $140,000




-16-




Financial
Condition, Liquidity and Capital Resources




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




At July
31, 2008, we had a working capital deficit of $30,768 compared to working
capital of $12,652 at July 31, 2007.




At July
31, 2008, our total assets of $17,918 which consists of  cash and
mineral property rights. This compares with our assets at July 31, 2007 of
$25,472 which consisted of cash.




At July
31, 2008, our total liabilities were $42,186, compared to our liabilities of
$38,124 as at July 31, 2007.




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.  One of our directors,
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 $190,000, 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 director, Ludvik
Rolin.




Results
of Operations.




We posted
losses of $16,116 for the year ending July 31, 2008, losses of $22,974 for the
year ended July 31, 2007, and losses of $91,793 since inception to July 31,
2008. The principal component of the loss was for offering expenses associated
with our SB-2 offering and general and administrative expenses.




Operating
expenses for the year ending July 31, 2008 were $13,459 compared to the year
ending July 31, 2007 that were $20,234.




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, 2008.




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.




-17-




Going
Concern




Due to
our being a development stage company and not having generated revenues, in the
consolidated financial statements for the year ended July 31, 2008, we included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern.  Our consolidated financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure.




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




Recently
Issued Accounting Standards





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




APPLICATION
OF CRITICAL ACCOUNTING POLICIES




Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies.  We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.




We have
historically incurred losses, and through July 31, 2008 have incurred losses of
$91,793 from our inception.   During this period, we have
successfully raised $56,025 from an  SB-2 offering. 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
7.  Financial Statements.




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




-18-




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




Report of
Independent Registered Public Accounting Firm, dated November 10,
2008




Balance
Sheets as at July 31, 2008 and 2007




Statements
of Operations for each of the years ended July 31, 2008 and 2007 and for the
period from March 18, 2004 (incorporation) to July 31, 2008




Statements
of Changes in Stockholders' Equity (Deficit) for the period from March 18, 2004
(incorporation) to July 31, 2008




Statements
of Cash Flows for each of the years ended July 30, 2008 and 2007 and for the
period from March 18, 2004 (incorporation) to July 31, 2008




Notes to
the Financial Statements




-19-


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, 2008 and 2007, 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,
2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Victory Eagle Resources Corp. as of
July 31, 2008 and 2007, 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, 2008 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 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 
 LBB &
Associates Ltd., LLP
 Houston,
TX
 November
10, 2008
 
 F-1
  VICTORY
EAGLE RESOURCES CORP.


(AN
EXPLORATION STAGE COMPANY)


BALANCE
SHEETS




July
      31, 2008
            
            
            July
      31, 2007ASSETSCurrent
      assetsCash
            
            $
            11,418
            
            
            $
            25,472Total
      current assets
            
            
            11,418
            
            
            
            25,472Mineral
      property rights
            
            
            6,500
            
            
            
            -Total
      assets
            
            $
            17,918
            
            
            $
            25,472LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
            
            $
            4,280
            
            
            $
            2,875Note
      payable - shareholder
            
            
            26,500
            
            
            
            26,500Accrued
      interest on shareholder note payable
            
            
            11,406
            
            
            
            8,749Total
      current liabilities
            
            
            42,186
            
            
            
            38,124Total
      liabilities
            
            
            42,186
            
            
            
            38,124STOCKHOLDERS'
      DEFICIT:Common
      stock, $.001 par value, 25,000,000 shares authorized, 2,655,250 and
      2,610,250 shares issued and outstanding at July 31, 2008 and 2007
      respectively
            
            
            2,655
            
            
            
            2,610Additional
      paid-in capital
            
            
            64,870
            
            
            
            60,415Deficit
      accumulated during the exploration stage
            
            
            (91,793
            )
            
            
            (75,677
            )Total
      stockholders' deficit
            
            
            (24,268
            )
            
            
            (12,652
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            17,918
            
            
            $
            25,472











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, 2008 and 2007


and
From March 18, 2004 (Inception) through July 31, 2008




Year
      ended
            
            
            Year
      ended
            
            
            Inception
      throughJuly
      31, 2008
            
            
            July
      31, 2007
            
            
            July
      31, 2008Operating
      expenses:Exploration
      cost
            
            $
            -
            
            
            $
            9,500
            
            
            $
            9,500General
      and administrative
            
            
            13,459
            
            
            
            10,824
            
            
            
            70,887Operating
      loss
            
            
            (13,459
            )
            
            
            (20,324
            )
            
            
            (80,387
            )Interest
      expense
            
            
            (2,657
            )
            
            
            (2,650
            )
            
            
            (11,406
            )Net
      loss
            
            $
            (16,116
            )
            
            $
            (22,974
            )
            
            $
            (91,793
            )Net
      loss per share:Basic
      and diluted
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            2,646,766
            
            
            
            2,576,414


















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, 2008




Common
      Stock
            
            
            Additional
      paid-in capitalShares
            
            
            Amount
            
            
            Deficit
      accumulated during the exploration stage
            
            
            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
            )


















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, 2008 and 2007


And
Period from March 18, 2004 (Inception) through July 31, 2008




Year
      Ended
            
            
            Year
      Ended
            
            
            Inception
      ThroughJuly
      31, 2008
            
            
            July
      31, 2007
            
            
            July
      31, 2008CASH
      FLOWS FROM OPERATINGACTIVITIES:Net
      loss
            
            $
            (16,116
            )
            
            $
            (22,974
            )
            
            $
            (91,793
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Impairment
      of mineral property rights
            
            
            -
            
            
            
            5,000
            
            
            
            5,000Net
      change in:Accounts
      payable and accrued liabilities
            
            
            1,405
            
            
            
            (285
            )
            
            
            4,280Accrued
      interest on shareholder notes payable
            
            
            2,657
            
            
            
            2,650
            
            
            
            11,406NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (12,054
            )
            
            
            (15,609
            )
            
            
            (71,107
            )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 ACTIVITIES:Proceeds
      from note payable - shareholder
            
            
            -
            
            
            
            -
            
            
            
            26,500Proceeds
      from sale of common stock
            
            
            -
            
            
            
            -
            
            
            
            58,025NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            84,525NET
      CHANGE IN CASH
            
            
            (14,054
            )
            
            
            (15,609
            )
            
            
            11,418Cash,
      beginning of period
            
            
            25,472
            
            
            
            41,081
            
            
            
            -Cash,
      end of period
            
            $
            11,418
            
            
            $
            25,472
            
            
            $
            11,418SUPPLEMENTAL
      DISCLOSURESStock
      issued for mineral property costs
            
            $
            4,500
            
            
            $
            5,000
            
            
            $
            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. On
October, 2008 the Company is listed on the OTC Bulletin Board under the symbol
VERCE.




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 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





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




NOTE 3 - GOING
CONCERN




The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has incurred net
losses of $16,116 for the year ended July 31, 2008, and a cumulative loss of
$91,793 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.




F-7




NOTE 4 - RELATED PARTY
TRANSACTIONS




In July
2004, the president of the Company acquired eight mineral claims by arranging
the staking of the same through a third party. He paid $1,100 to stake the
claims, and has agreed to contribute the claims to the Company in order for the
company to mine these claims. As of July 31, 2008 the claims were still in the
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, 2008, the interest accrued on the loan is $11,406. The note payable and
accrued interest are payable on demand.




NOTE 6 - EXPLORATION
COST




On April
4, 2007, the Company entered into a Property Option Agreement with Shadow Creek
Mining. Under the terms of the agreement, the Company has received an exclusive
option to acquire an undivided 100% interest in the mining claim known as the
West Kootenay Boundary Property situated in southeast British Columbia. In
consideration of the option, the Company issued 50,000 common shares valued at
$5,000 and paid Shadow Creek $4,500. In addition, the Company is obligated to
expend $40,000 in exploration and property development in the first year and
make an additional payment of $40,000 payable in cash or shares within a year,
subject to a maximum allowable issuance of 400,000 shares. As of July 31, 2008
the company has expended $nil related to the Shadow Creek Mining
property.




On
October 8, 2007, the Company entered into a Property Option Agreement with
Universal Resources Ltd. ("Universal"). Under the terms of the agreement, the
Company received an exclusive option to acquire an undivided 100% interest in
the mining claim known as the Universal Property situated in central British
Columbia. In consideration of the option, the Company issued 45,000 common
shares valued at $4,500 to Universal. In addition, the Company is required to
expend $75,000 in exploration and property development within one year. As of
July 31, 2008 the company has expended $nil related to the Universal
property.




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




NOTE 7 - INCOME TAXES
(Continued)




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




July
      31, 2008
            
            
            July
      31, 2007Refundable
      Federal income tax attributable to:Current
      operations
            
            $
            5,400
            
            
            $
            7,800Less,
      change in valuation allowance
            
            
            (5,400
            )
            
            
            (7,800
            )Net
      refundable 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, 2008
            
            
            July
      31, 2007Deferred
      tax asset attributable to:Net
      operating loss carryover
            
            $
            30,950
            
            
            $
            25,550Less,
      valuation allowance
            
            
            (30,950
            )
            
            
            (25,550
            )Net
      deferred tax asset
            
            $
            -
            
            
            $
            -






As of
July 31, 2008, the Company had an unused net operating loss carryover
approximating $91,000 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.




NOTE 9- SUBSEQUENT
EVENTS




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




F-9




Item
8.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.




None




Item
8A.  Controls and Procedures




Management's
assessment of internal control over financial reporting




As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by the annual report, being July 31, 2005, we have carried
out an evaluation of the effectiveness of the design and operation of our
company's disclosure controls and procedures.  This evaluation was
carried out under the supervision and with the participation of our company's
management, including our company's president along with our company's
secretary.  Based upon that evaluation, our company's president along
with our company's secretary concluded that our company's disclosure controls
and procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.




Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission's
rules and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934
is accumulated and communicated to management including our president and
secretary as appropriate, to allow timely decisions regarding required
disclosure.




Item
8B.  Other Information




None.




PART
III




Item
9.  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, 2008, 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, 2004Kelly
      Dodge
            Director
            29
            April
      22, 2004




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.




-20-




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.




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





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 Ludvik Rolin and 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 Ludvik
Rolin and 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 Ludvik Rolin and 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




-21-




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.




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, 2008, 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




-22-




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




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




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




Our Code
of Business Conduct and Ethics is filed herewith with the Securities and
Exchange Commission as Exhibit 14.1 to this annual report.  We will
provide a copy of the Code of Business Conduct and Ethics to any person without
charge, upon request.  Requests can be sent to: Victory Eagle
Resources Corp., 1559 Rupert Street, North Vancouver, British Columbia V7J
1G3




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
10.  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.




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Stock
Option Plan




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




Stock
Options/SAR Grants




There
were no grants of stock options or stock appreciation rights to any officer,
directors, consultants or employees of ours during the fiscal year ended July
31, 2008.




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




There
were no stock options outstanding as at July 31, 2008.




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, 2008.




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, 2008, 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
            76.6%Directors
      and Executive Officer as a Group
            2,000,000
      common shares
            76.6%




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(1)
            Based
      on 2,610,250 shares of common stock issued and outstanding as of October
      31, 2008.  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




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
12.  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
13.  Exhibits.




Exhibit Number andExhibit
      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
              Victory
      1 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.2
              Victory
      2 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.3
              Victory
      3 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.4
              Victory
      4 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.5
              Victory
      5 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.6
              Victory
      6 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.7
              Victory
      7 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).
  -25-
  10.8
              Victory
      8 Claim dated July 18, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.
              Warranty
      Deed dated August 6, 2004 (incorporated by reference from our Registration
      Statement on Form SB-2, filed on October 5, 2004).10.10
              Loan
      Agreement dated April 12th, 2004 (incorporated by reference from our
      Registration Statement on Form SB-2, filed on October 5,
      2004).10.11
              Property
      Option Agreement dated April 4, 2007 (incorporated by reference from our
      Current Report on Form 8-K, filed on April 4, 2007)(14)
              Code
      of Ethics14.1
              Code
      of Business Conduct and Ethics(31)
              Section
      302 Certification31.1
              Certification
      of Ludvik Rolin(32)
              Section
      906 Certification32.1
              Certification
      of Ludvik RolinItem
      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-KSB for the fiscal year ended July 31, 2008 were
estimated to be $6,500.




Audit
Related Fees




For the
fiscal year ended July 31, 2008, the aggregate fees billed for assurance and
related services by LBB & Associates Ltd., LLP relating to the performance
of the audit of our financial statements which are not reported under the
caption "Audit Fees" above, was $6,050.




Tax
Fees




For the
fiscal year ended July 31, 2008, 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:




-26-




·
            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.





-27-




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:


Ludvik
Rolin, President, Secretary and Treasurer


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











By:


Kelly
Dodge, Director




Date:  October
31, 2008




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
            DateLudvik
      Rolin
            President,
      Secretary and Treasurer
            October
      31, 2008Kelly
      Dodge
            Director
            October
      31, 2008




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