UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 [X] QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period
endedApril 30,
2009
 
 [ ] TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
 For the transition period
from_________to__________
 
 Commission file
number000-119546
  Victory
      Eagle Resources Corp.(Exact
      name of small business issuer as specified in its
  charter)Nevada
                                      
                                      N/A(State
      or other jurisdiction of incorporation or organization)
                                      
                                      (I.R.S.
      Employer Identification No.)
  133
      Atlas Toronto, Ontario M6C 3P4(Address
      of principal executive offices)(416)
      720-9256(Issuer's
      telephone number)N/A(Former
      name, former address and former fiscal year, if changed since last
      report)
 
 Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
     Yes [X]     No [
]
 
 Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
 
 Large
      accelerated filer   ̈
                Accelerated
      filer   ̈Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
                Smaller
      reporting
company  X
 
 
 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
 
 Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.     Yes [
]     No [ ]
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
 
 2,733,940
common shares issued and outstanding as of June 14, 2009
 
 Transitional
Small Business Disclosure Format (Check one):
     Yes [
]     No [X]
 
 Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). .  Yes [  X] No [ ]
 
 Item
1. Financial Statements
 
 Our
financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
  VICTORY EAGLE RESOURCES CORP.
 (AN
EXPLORATION STAGE COMPANY)
 BALANCE
SHEETS
  April
      30, 2009
                      (Unaudited)
                    
                    
                    July
      31, 2008ASSETSCurrent
      assetsCash
                    
                    $
                    6,183
                    
                    
                    $
                    11,418Total
      current assets
                    
                    
                    6,183
                    
                    
                    
                    11,418Mineral
      property rights
                    
                    
                    -
                    
                    
                    
                    6,500Total
      assets
                    
                    $
                    6,183
                    
                    
                    $
                    17,918LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued liabilities
                    
                    $
                    13,170
                    
                    
                    $
                    4,280Note
      payable - shareholder
                    
                    
                    26,500
                    
                    
                    
                    26,500Accrued
      interest on shareholder note payable
                    
                    
                    13,410
                    
                    
                    
                    11,406Total
      current liabilities
                    
                    
                    53,080
                    
                    
                    
                    42,186Total
      liabilities
                    
                    
                    53,080
                    
                    
                    
                    42,186STOCKHOLDERS'
      DEFICIT:Common
      stock, $.001 par value, 25,000,000 shares authorized, 2,733,940 and
      2,655,250 shares issued and outstanding at April 30, 2009 and July 31,
      2008 respectively
                    
                    
                    2,734
                    
                    
                    
                    2,655Additional
      paid-in capital
                    
                    
                    80,529
                    
                    
                    
                    64,870Deficit
      accumulated during the exploration stage
                    
                    
                    (130,160
                    )
                    
                    
                    (91,793
                    )Total
      stockholders' deficit
                    
                    
                    (46,897
                    )
                    
                    
                    (24,268
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                    
                    $
                    6,183
                    
                    
                    $
                    17,918
  See
accompanying summary of accounting policies and notes to financial
statements.
 F-1
 VICTORY
EAGLE RESOURCES CORP.
 (AN
EXPLORATION STAGE COMPANY)
 STATEMENTS
OF OPERATIONS
 Three
and Nine Months Ended April 30, 2009 and 2008
 and
the period from March 18, 2004 (Inception) through April 30, 2009
 (Unaudited)
  Three
      Months
                  Ended
      April 30,
                
                
                Nine
      Months
                  Ended
      April 30,
                
                
                Inception
                  Through
                  April
      30,2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009Operating
      expenses:Exploration
      cost
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                9,500General
      and administrative
                
                
                2,363
                
                
                
                2,719
                
                
                
                36,363
                
                
                
                10,690
                
                
                
                107,250Operating
      loss
                
                
                (2,363
                )
                
                
                (2,719
                )
                
                
                (36,363
                )
                
                
                (10,690
                )
                
                
                (116,750
                )Interest
      expense
                
                
                (668
                )
                
                
                (653
                )
                
                
                (2,004
                )
                
                
                (1,989
                )
                
                
                (13,410
                )Net
      loss
                
                $
                (3,031
                )
                
                $
                (3,372
                )
                
                $
                (38,367
                )
                
                $
                (12,679
                )
                
                $
                (130,160
                )Net
      loss per share:Basic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding:Basic
      and diluted
                
                
                2,733,940
                
                
                
                2,655,250
                
                
                
                2,716,357
                
                
                
                2,643,918
  See
accompanying summary of accounting policies and notes to financial
statements.
 F-2
 VICTORY
EAGLE RESOURCES CORP.
 (AN
EXPLORATION STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS
 Nine
Months Ended April 30, 2009 and 2008
 And
Period from March 18, 2004 (Inception) through April 30, 2009
 (Unaudited)
 
 Nine
      Months EndedApril 30,
      2009
                
                
                Nine
      Months EndedApril 30,
      2008
                
                
                Inception
      ThroughApril 30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (38,367
                )
                
                $
                (12,679
                )
                
                $
                (130,160
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Impairment
      of mineral property rights
                
                
                6,500
                
                
                
                -
                
                
                
                11,500Net
      change in:Accounts
      payable and accrued liabilities
                
                
                8,890
                
                
                
                2,405
                
                
                
                13,170Accrued
      interest on shareholder notes payable
                
                
                2,004
                
                
                
                1,989
                
                
                
                13,410NET
      CASH USED IN OPERATING ACTIVITIES
                
                
                (20,973
                )
                
                
                (8,285
                )
                
                
                (92,080
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Expenditures
      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
                
                
                15,738
                
                
                
                -
                
                
                
                73,763NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                15,738
                
                
                
                -
                
                
                
                100,263NET
      CHANGE IN CASH
                
                
                (5,235
                )
                
                
                (10,285
                )
                
                
                6,183Cash,
      beginning of period
                
                
                11,418
                
                
                
                25,472
                
                
                
                -Cash,
      end of period
                
                $
                6,183
                
                
                $
                15,187
                
                
                $
                6,183SUPPLEMENTAL
      DISCLOSURESStock
      issued for mineral property costs
                
                $
                -
                
                
                $
                4,500
                
                
                $
                9,500
  See
accompanying summary of accounting policies and notes to financial
statements.
 F-3
 VICTORY
EAGLE RESOURCES CORP.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 April
30, 2009
 (Unaudited)
   NOTE 1 - BASIS OF
PRESENTATION
  The
accompanying unaudited interim financial statements of Victory Eagle Resources
Corp. (the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
the Company's registration statement filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosures
contained in the audited financial statements for the most recent fiscal year
July 31, 2008 as reported in Form 10-KSB, have been omitted.
  NOTE 2 - NOTE PAYABLE -
SHAREHOLDER
  In April
2004 the majority shareholder of Victory Eagle loaned the company $26,500.
Interest is being accrued on this unsecured note at the rate of 10% per annum.
As of April 30, 2009, the interest accrued on the loan is $13,410. The note
payable and accrued interest are payable on demand.
  NOTE 3 – IMPAIRMENT OF
MINERAL PROPERTY RIGHTS
  During
the nine months ended April 30, 2009, all mineral property options owned by the
Company expired.  An impairment charge of $6,500 was recorded to
reflect this, and is included in general and administrative
expenses.
  NOTE 4 - COMMON
STOCK
  In
September 2008, the Company issued 78,690 shares for total cash proceeds of
$15,738.
 F-4
 Item 2.
Management's Discussion and Analysis and Plan of Operation.
 
 FORWARD-LOOKING
STATEMENTS
 
 This
quarterly 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 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$) and are prepared
in accordance with United States Generally Accepted Accounting Principles. In
this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "CDN$" refer to Canadian
dollars and all references to "common shares" refer to the common shares in our
capital stock.
 -2-
 As used
in this quarterly report, the terms "we", "us", "our", and "Victory Eagle" mean
Victory Eagle Resources Corp., unless otherwise indicated.
 
 Corporate
History
 
 We were
incorporated in the State of Nevada on March 18, 2004. We are engaged in the
acquisition and exploration of mining properties. We maintain our statutory
registered agent's office at Suite 880-50 West Liberty Street, Reno, Nevada
89501 and our business office is located at 133 Atlas Toronto, Ontario M6C
3P4.
 
 Other
than as set out herein, we have not been involved in any bankruptcy,
receivership or similar proceedings, nor have we been a party to any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of our business.
 
 Our
Current Business
  We are an
exploration stage resource company, and are primarily engaged in the exploration
for and development in the properties in which we have acquired interests. We do
not currently have any properties.  We are actively pursuing an
acquisition of a resource property.
  During
the nine months ended April 30, 2009, all mineral property options owned by the
Company expired.  An impairment charge of $6,500 was recorded to
reflect this, and is included in general and administrative
expenses.
  Product
Research and Development
 
 Our
business plan is focused on the long-term exploration and development of our
mineral properties.
 
 We do not
anticipate that we will expend any significant funds on research and development
over the next twelve months ending April 30, 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
April 30, 2009.
 
 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.
 -3-
 Government
Regulations and Supervision
 
 Our
future mineral exploration program will be subject to applicable rules and
regulations of the jurisdiction in which we hold properties.  As of
April 30, 2009 we do not hold rights to any mineral properties. Our future
property will likely be subject to rules similar to theMineral Tenure Act (British
Columbia) and Regulation. This act sets forth rules for:
 
 Locating
claims
 
 Posting
claims
 
 Working
claims
 
 Reporting
work performed
  We also
anticipate being subject to regulations similar to theBritish Columbia Mineral
Exploration Code (the"Code") that tells us how and where we can explore for minerals. We must
comply with these laws to operate our business. The purpose of theCode is to assist persons
who wish to explore for minerals in British Columbia to understand the process
whereby exploration activities are permitted and regulated. TheCode establishes province
wide standards for mineral exploration and development activities. TheCode also manages and
administers exploration and development activities to ensure maximum extraction
with a minimum of environmental disturbance. TheCode does not apply to
certain exploration work we will be conducting. Specifically, work that does not
involve mechanical disturbance of the surface including:
 
 Prospecting
using hand-held tools
 
 Geological
and geochemical surveying
 
 Airborne
geophysical surveying
 
 Hand-trenching
without the use of explosives
 
 The
establishment of gridlines that do not require the felling of trees
 
 Exploration
activities that we intend on carrying out which are subject to the provisions of
theCode are as
follows:
 
 Drilling,
trenching and excavating using machinery
 
 Disturbance
of the ground by mechanical means
 
 Compliance
with these rules and regulations will require us to meet the minimum annual work
requirements. Also, prior to proceeding with any exploration work subject to
theCode we must apply
for a notice of work permit. In this notice we will be required to set out the
location, nature, extent and duration of the proposed exploration activities.
The notice is submitted to the regional office of the Mines Branch, Energy
Division.
 
 We
currently do not have any pending applications for government approval of our
exploration program. We only require one permit for exploration and we have not
yet applied for it since it is not required until later stages of exploration
(i.e. drilling). We estimate that this exploration permit can be obtained within
2 weeks.
 
 Environmental
Law
 
 The Code
deals with environmental matters relating to the exploration and development of
mining properties. The goal of this Act is to protect the environment through a
series of regulations affecting:
 
 1. Health
and Safety
 
 2.
Archaeological Sites
 
 3.
Exploration Access
 
 We are
responsible to provide a safe working environment, to not disrupt archaeological
sites, and to conduct our activities to prevent unnecessary damage to the
property.
 
 We
anticipate no discharge of water into active stream, creek, river, lake or any
other body of water regulated by environmental law or regulation. No endangered
species will be disturbed. Restoration of the disturbed land will be completed
according to law. All holes, pits and shafts will be sealed upon abandonment of
the property. It is difficult to estimate the cost of compliance with the
environmental law since the full nature and extent of our proposed activities
cannot be determined until we start our operations and we know what that will
involve from an environmental standpoint.
  Three
Months Ended April 30, 2009 and 2008
 
 During
the three months ended April 30, 2009, operating expenses totaled $3,031 and we
experienced a net loss of $3,031 against no revenues. During the three months
ended April 30, 2008, operating expenses totaled $3,372, and we experienced a
net loss of $3,372. From inception to April 30, 2009, our operating expenses
total $130,160 and we experienced a net loss of $130,160 against no
revenues.
 -4-
 Nine
Months Ended April 30, 2009 and 2008
 
 During
the nine months ended April 30, 2009, operating expenses totaled $38,367 and we
experienced a net loss of $38,367 against no revenues. During the nine months
ended April 30, 2008, operating expenses totaled $12,679, and we experienced a
net loss of $12,679. From inception to April 30, 2009, our operating expenses
total $130,160 and we experienced a net loss of $130,160 against no
revenues.  The increase in operating expenses is attributable to
general and administrative costs.
 
 
 Financial
Condition, Liquidity and Capital Resources
 
 At April
30, 2009, our total assets were $6,183,which consisted of cash of
$6,183.
 
 At April
30, 2009, our total current liabilities were $53,080.
 
 Historically,
we have financed our cash flow and operations from the sale of stock and
advances from shareholders. Our total cash and cash equivalent position as at
April 30, 2009 is $6,183.
 
 For the
nine months ended April 30, 2009, we had a net loss of $38,367, which primarily
consisted of general and administrative expenses of $36,363 and interest
expenses of $2,004.
 
 We
have no external sources of liquidity in the form of credit lines from banks.
Based on the plan of operation described below, management believes that our
available cash will not be sufficient to fund our immediate working capital
requirements and therefore, we will have to raise financing through the sale of
our equity securities or arrange another advance from a shareholder of our
company as soon as possible.
  Plan
of Operation
 
 Cash
Requirements
 
 Over the
twelve months ending April 30, 2010 we plan to expend a total of approximately
$140,000 in respect of acquiring new  mineral properties. We estimate
that we will also require working capital of approximately $10,000 over the
twelve months ending April 30, 2010.
 
 Based on
our current plan of operations, we require immediate funds to commence our
exploration operations. For the year ended July 31, 2006 we successfully raised
$56,025 through the sale of 560,250 common shares pursuant to our SB2
registration statement. This allowed us to complete Phase 1 of our proposed
exploration program.  We will not undertake Phase 2 unless we obtain
additional funding.   We will require additional financing before
we generate any significant revenues. We intend to raise the capital required to
meet any additional needs through sales of our securities in secondary offerings
or private placements. We have no agreements in place to do this at this time.
If we fail to raise sufficient funds, we may modify our operations plan
accordingly. Even if we do raise funds for operations, there is no assurance
that we will be able to maintain operations at a level sufficient for an
investor to obtain a return on his investment in our common stock. Further, we
may continue to be unprofitable.
 
 There are
no assurances that we will be able to obtain additional funds required for our
continued operations. In such event that we do not raise sufficient additional
funds by secondary offering or private placement, we will consider alternative
financing options, if any, or be forced to scale down or perhaps even cease our
operations.
 
 Over the
twelve months ending April 30, 2010 we intend to use all available funds to
commence exploration of our mineral properties, as follows:
 
 Estimated Funding Required
During the Next Twelve Months
  Operations:
      acquiring new properties
                  
                  $
                  140,000Working
      Capital
                  
                  $
                  10,000Total
                  
                  $
                  150,000
 
 Product
Research and Development
 
 Our
business plan is focused on the long-term exploration and, if warranted, the
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 April 30, 2010.
 -5-
 Purchase
of Significant Equipment
 
 We do not
intend to purchase any significant equipment over the next twelve months ending
April 30, 2010.
 
 Employees
 
 Currently
there are no full time or part-time employees of our company (other than our
directors and officers 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 officers or directors). We do and will
continue to outsource contract employment as needed. However, if we are
successful in our initial and any subsequent drilling programs we may retain
additional employees.
 
 Going
Concern
 
 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.
 
 We have
incurred losses of $130,160 from March 18, 2004 (inception) through April 30,
2009.
 
 There are
no assurances that we will be able to either (1) ever achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through future private placements, public offerings
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from our recently completed offering, operations
and any future private placements, 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.
 
 Our
independent auditor's report on our audited financial statements, in our Form
10-KSB filed November 13, 2008 for the fiscal year ended July 31, 2008,
raised substantial doubt about our ability to continue as a going concern. The
explanatory paragraph contained in their audit report should be read in
connection with our management's discussion of our financial condition,
liquidity and capital resources.
 
 Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.
 
 Not
applicable to smaller reporting companies.
 
 Item
4. Controls and Procedures
 
 As
required by Rule 13a-15 under the Exchange Act, as of the end of the period
covered by this quarterly report, being April 30, 2009, 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.
 
 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
Exchange Act 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 Exchange Act is accumulated and communicated to
management, including our President and Secretary as appropriate, to allow
timely decisions regarding required disclosure.
 
 There
have been no significant changes in our company's 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.
 
 
 Part
II - OTHER INFORMATION
 
 Item
1. Legal Proceedings.
 
 We know
of no material, active or pending legal proceedings against our company, nor are
we involved as a plaintiff in any material proceeding or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial shareholder, is an adverse party or has a
material interest adverse to our interest.
 -6-
 Item
1A. Risk Factors
 
 RISK
FACTORS
 
 Much of
the information included in this quarterly 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. We undertake no obligation to update
forward-looking statements to reflect events or circumstances occurring after
the date of such statements.
 
 Such
estimates, projections or other "forward-looking statements" involve various
risks and uncertainties as outlined below. We caution readers of this quarterly
report 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". In evaluating us, our business and any
investment in our business, readers should carefully consider the following
factors.
  Our
independent auditors have expressed substantial doubt about our ability to
continue as a going concern.
  We have
incurred a net loss of $38,367 for the nine months ended April 30,
2009.  There can be no assurance that will generate significant
revenues or achieve profitable operations.
  These
circumstances raise substantial doubt about our ability to continue as a going
concern, as described in the explanatory paragraph to our independent auditors'
report on our financial statements for the year ended July 31, 2008, which are
included in our annual report on Form 10-KSB.
  Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.
 
 Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The expenditures to be made by us in the exploration of the mineral
claim may not result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. If the results
of our exploration do not reveal viable commercial mineralization, we may decide
to abandon our claim and acquire new claims for new exploration. The acquisition
of additional claims will be dependent upon us possessing capital resources at
the time in order to purchase such claims. If no funding is available, we may be
forced to abandon our operations.
 
 We
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 $130,160. 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; andOur
      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 acquire 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 did not rely upon any expert advice in
selecting our property for exploration.
 
 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.
 
 Our officer and
directors will be devoting a small amount of their professional time to our
activities.
 
 Our
officer and directors will be devoting a small amount of their professional time
to our operations. Our management's lack of devotion of time may make us more
vulnerable than other companies to certain risks, and it may also cause us to be
more vulnerable to business risks associated with errors in judgment that could
have been prevented by more experienced management.
 
 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.
 
 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.
 -8-
 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 75% of the issued and outstanding number of shares, as of April
30, 2009. Subject to all holding periods under applicable securities laws, he
will likely sell a portion or all of his stock in the future. If he does sell
his stock into the market, the sales may cause the market price of the stock to
drop.
 
 As
we face intense competition in the mining industry, we will have to compete with
our competitors for financing and for qualified managerial and technical
employees.
 
 The
mining industry is intensely competitive in all of its phases. Competition
includes large established mining companies with substantial capabilities and
with greater financial and technical resources than we have. As a result of this
competition, we may be unable to acquire additional attractive mining claims or
financing on terms we consider acceptable. We also compete with other mining
companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or for
qualified employees, our exploration and development programs may be slowed down
or suspended.
  Trading
of our stock may be restricted by the SEC's Penny Stock Regulations, which may
limit a stockholder's ability to buy and sell our stock.
 
 The U.S.
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of, our common stock.
 
 We do not expect
to declare or pay any dividends.
 
 We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.
 
 Anti-Takeover
Provisions
 
 We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws. Without any anti-takeover provisions, there is no deterrent for a
take-over of our company, which may result in a change in our management and
directors.
 
 Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.
 
 Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment 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.
 -9-
 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. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.
 
 Item
3. Defaults Upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 None.
  Item
5. Other Information.
 
 None.
  Item
6. Exhibits.
 
 Exhibits
Required by Item 601 of Regulation S-B.
 
 Exhibit
Number/Description
 
 (3)
Charter and By-laws
 
 3.1
Articles of Incorporation (incorporated by reference to the Company's SB-2
Registration Statement filed January 5, 2004).
 
 3.2
Bylaws (incorporated by reference to the Company's SB-2 Registration Statement
filed January 5, 2004).
 
 (10)
Material Contracts
 
 10.1 Loan
Agreement between Ludvik Rolin and the Company dated April 12, 2004
(incorporated by reference from our Registration Statement on Form SB-2, filed
on January 5, 2004).
  (31)
Section 302 Certification
 
 31.1
Certification of Ludvik Rolin
 
 (32)
Section 906 Certification
 
 32.1
Certification of Ludvik Rolin
 -10-
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 VICTORY
EAGLE RESOURCES CORP.
 
 By: /s/
Ludvik Rolin
 Ludvik
Rolin, President, Secretary, Treasurer and Director
 (Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)
 Date:
June 14, 2009
 -11-