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 endedJanuary 31, 2011





[ ] 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.)
  1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7(Address of principal executive offices)(647) 238-7383(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:





3,394,940 common shares issued and outstanding as of March 15, 2011





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




January 31, 2011

(Unaudited)


July 31, 2010ASSETSCurrent assetsCash

$
10,034


$
3,381Prepaid expenses


2,250



3,550Total current assets


12,284



6,931Total assets

$
12,284


$
6,931LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable and accrued liabilities

$
5,350


$
7,220Note payable - stockholder


26,500



26,500Accrued interest on stockholder note payable


18,086



16,750Total current liabilities


49,936



50,470Total liabilities


49,936



50,470STOCKHOLDERS' DEFICIT:Common stock, $.001 par value, 25,000,000 shares authorized;   3,394,940 and 2,733,940 shares issued and outstanding at January 31, 2011 and July 31, 2010


3,395



2,734Additional paid-in capital


145,968



116,629Subscription receivable


(3,880
)


-Deficit accumulated during the exploration stage


(183,135
)


(162,902
)Total stockholders' deficit


(37,652
)


(43,539
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$
12,284


$
6,931




See accompanying notes to financial statements.






F-1


VICTORY EAGLE RESOURCES CORP.


(AN EXPLORATION STAGE COMPANY)


STATEMENTS OF OPERATIONS


Three and Six Months Ended January 31, 2011 and 2010


and the Period from March 18, 2004 (Inception) through January 31, 2011


(Unaudited)




Three Months

Ended January 31,


Six Months

Ended January 31,


Inception

Through

January 31,2011


2010


2011


2010


2011Operating expenses:Exploration cost

$
-


$
-


$
-


$
-


$
9,500General and administrative


13,667



8,421



18,897



13,231



155,549Operating loss


(13,667
)


(8,421
)


(18,897
)


(13,231
)


(165,049
)Interest expense


(668
)


(668
)


(1,336
)


(1,336
)


(18,086
)Net loss


(14,335
)


(9,089
)


(20,233
)


(14,567
)


(183,135
)Net loss per share:Basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.01
)Weighted average shares outstanding:Basic and diluted


3,064,440



2,733,940



2,899,190



2,733,940




See accompanying notes to financial statements.
















F-2


VICTORY EAGLE RESOURCES CORP.
 (AN EXPLORATION STAGE COMPANY)
 STATEMENTS OF CASH FLOWS
 Six Months Ended January 31, 2011 and 2010
 and the Period from March 18, 2004 (Inception) through January 31, 2011
 (Unaudited)
 
 Six Months Ended


Six Months Ended


Inception ThroughJanuary 31, 2011


January 31, 2010


January 31,

2011CASH FLOWS FROM OPERATINGACTIVITIES:Net loss

$
(20,233
)

$
(14,567
)

$
(183,135
)Adjustments to reconcile net loss to net cash used in operating activities:Impairment of mineral property rights


-



-



11,500Net change in:Prepaid expenses


1,300



(4,400
)


(2,250
)Accounts payable and accrued liabilities


(1,870
)


(11,505
)


5,350Accrued interest on shareholder notes payable


1,336



1,336



18,086NET CASH USED IN OPERATING ACTIVITIES


(19,467
)


(29,136
)


(150,449
)CASH FLOWS FROM INVESTING ACTIVITIESExpenditures on mineral property rights


-



-



(2,000
)NET CASH USED IN INVESTING ACTIVITES


-



-



(2,000
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from note payable - shareholder


-



-



26,500Proceeds from sale of common stock


26,120



36,100



135,983NET CASH PROVIDED BY FINANCING ACTIVITIES


26,120



36,100



162,483NET CHANGE IN CASH


6,653



6,964



10,034Cash, beginning of period


3,381



4,034



-Cash, end of period

$
10,034


$
10,998


$
10,034SUPPLEMENTAL DISCLOSURESStock issued for mineral property costs

$
-


$
-


$
9,500Issuance of common stock for subscription receivable

$
3,880


$



$
3,880
 
 See accompanying notes to financial statements.
  
 F-3
 VICTORY EAGLE RESOURCES CORP.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS
 JANUARY 31, 2011
 (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 Form 10-K. 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 disclosure contained in the audited financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been omitted.
 
 NOTE 2 - RELATED PARTY TRANSACTIONS
 
 In July 2004, the former 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 January 31, 2011 the claims were still in the former President’s name. The claims are expected to be transferred to the Company at the stockholder's basis ($1,100) when the Company determines it is economical to mine the claims.
 
 NOTE 3 - NOTE PAYABLE - STOCKHOLDER
 
 During April 2004 the majority shareholder of the Company loaned the company $26,500. Interest is being accrued on this note at the rate of 10% per annum. As at January 31, 2011, the interest accrued on the loan is $18,086. The note payable and accrued interest are payable on demand.
 
 NOTE 4 - COMMON STOCK
 
 On December 10, 2009 the Company received $36,100 for subscriptions for 361,000 shares at $0.10 per share. The shares were issued on December 16, 2010.
 
 During the six months ended January 31, 2011 the Company received $26,120 for subscriptions for 300,000 shares at $0.10 per share. The shares were issued on December 16, 2010. As at January 31, 2011 and the date of these financial statements $3,880 of the proceeds for the shares were outstanding.
  NOTE 5 - SUBSEQUENT EVENTS
  
 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.
 
 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 1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7.
 
 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.
 
 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 January 31, 2012.
 
 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 January 31, 2012.
 
 Competition
 
 The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no competition for the exploration or removal of minerals from our property. Readily available gold markets exist in Canada and around the world for the sale of gold.
 -2-
 We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.
 
 Government Regulations and Supervision
 
 Our future mineral exploration program will be subject to applicable rules and regulations of the jurisdiction in which we hold properties.  As of January 31, 2011 we do not hold rights to any mineral properties. Our future property will likely be subject to rules similar to theMineral Tenure Act (Ontario) and Regulation. This act sets forth rules for:
 
 Locating claims
 
 Posting claims
 
 Working claims
 
 Reporting work performed
 
 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
 -3-
 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 January 31, 2011 and 2010
 
 During the three months ended January 31, 2011, operating expenses totaled $13,667 and we experienced a net loss of $14,335 against no revenues. During the three months ended January 31, 2010, operating expenses totaled $8,421, and we experienced a net loss of $9,089.
 
 Six Months Ended January 31, 2011 and 2010
 
 During the six months ended January 31, 2011, operating expenses totaled $18,897 and we experienced a net loss of $20,233 against no revenues. During the six months ended January 31, 2010, operating expenses totaled $13,231, and we experienced a net loss of $14,567. From inception to January 31, 2011, our operating expenses total $165,049 and we experienced a net loss of $183,135 against no revenues.
 
 Financial Condition, Liquidity and Capital Resources
 
 At January 31, 2011, our total assets were $12,284,which consisted of cash of $10,034 and prepaid expenses of $2,250.
 
 At January 31, 2011, our total current liabilities were $49,936.
 
 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 January 31, 2011 is $10,034.
 
 For the six months ended January 31, 2011, we had a net loss of $20,233, which primarily consisted of general and administrative expenses of $18,897 and interest expenses of $1,336.
 
 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 January 31, 2012 we plan to expend a total of approximately $140,000 in respect of acquiring new  mineral properties. We estimate that we will also require working capital of approximately $10,000 over the twelve months ending January 31, 2012.
 
 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.
 
 On December 10, 2009 the Company received $36,100 for subscriptions for 361,000 shares at $0.10 per share. The shares were issued on December 16, 2010.
 -4-
 Over the twelve months ending January 31, 2012 we intend to use all available funds to commence exploration of our mineral properties, as follows if we are successfully able to raise funds:
 
 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 January 31, 2012.
 
 Purchase of Significant Equipment
 
 We do not intend to purchase any significant equipment over the next twelve months ending January 31, 2012.
 
 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 $183,135 from March 18, 2004 (inception) through January 31, 2011.
 
 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-K filed November 15, 2010 for the fiscal year ended July 31, 2010, raised substantial doubt about our ability to continue as a going concern. The qualifying 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 January 31, 2011, 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.
 -5-
 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 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.
 
 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 $20,233 for the six months ended January 31, 2011.  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, 2010, which are included in our annual report on Form 10-K.




Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
 
 Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.
 -6-
 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 $183,135. 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.
 
 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.
 -7-
 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.
 
 Ludvik Rolin, a former officer and director owns a total of 2,000,000 shares of our company. He may sell some of his shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.
 
 Ludvik Rolin, a former officer and director, owns a total of 2,000,000 shares of stock, which is 59% of the issued and outstanding number of shares, as of January 31, 2011. Subject to all holding periods under applicable securities laws, he will likely sell a portion or all of his stock in the future. If he does sell his stock into the market, the sales may cause the market price of the stock to drop.
 
 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.
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 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.
 
 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.
 
 On March 16, 2011 Kelly Dodge, our President, Treasurer and Secretary resigned.  Mr. Dodge shall remain on the board of directors.  Mr. Dodge was replaced by Angel Cruz.
 
 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).
 
 (14) Code of Ethics
 
 14.1 Code of Business Conduct and Ethics
 
 (31) Section 302 Certification
 
 31.1 Certification of Angel Cruz
 
 (32) Section 906 Certification
 
 32.1 Certification of Angel Cruz
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 SIGNATURES
 
 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/ Angel Cruz
 Angel Cruz, President, Secretary and Treasurer
 (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 Date: March 15, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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