---

UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, 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 endedOctober 31, 2009

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

For the transition period from _________ to __________

Commission file number 000-52308

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 December
15, 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 [   ]

Page 1

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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                

|                                                                                                                                                       |   | October 31, 2009 |   |   | July 31, 2009 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------------- | - | - | ------------- | -
|                                                                                                                                                       |   | (Unaudited)      |   |   |               |  
|ASSETS                                                                                                                                                 |   |                  |   |   |               |  
|Current assets                                                                                                                                         |   |                  |   |   |               |  
|Cash                                                                                                                                                   | $ | 2,599            |   | $ | 4,034         |  
|Total current assets                                                                                                                                   |   | 2,599            |   |   | 4,034         |  
|Total assets                                                                                                                                           | $ | 2,599            |   | $ | 4,034         |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                  |   |                  |   |   |               |  
|Current liabilities                                                                                                                                    |   |                  |   |   |               |  
|Accounts payable and accrued liabilities                                                                                                               | $ | 18,600           |   | $ | 15,225        |  
|Note payable - shareholder                                                                                                                             |   | 26,500           |   |   | 26,500        |  
|Accrued interest on shareholder note payable                                                                                                           |   | 14,746           |   |   | 14,078        |  
|Total current liabilities                                                                                                                              |   | 59,846           |   |   | 55,803        |  
|Total liabilities                                                                                                                                      |   | 59,846           |   |   | 55,803        |  
|STOCKHOLDERS' DEFICIT                                                                                                                                  |   |                  |   |   |               |  
|                                                                                                                                                       |   |                  |   |   |               |  
|Common stock, $.001 par value,
      25,000,000 shares    authorized, 2,733,940 shares issued and
      outstanding at    October 31 and July 31, 2009 |   | 2,734            |   |   | 2,734         |  
|
|
|Additional paid-in capital                                                                                                                             |   | 80,529           |   |   | 80,529        |  
|Deficit accumulated during the exploration
      stage                                                                                                 |   | (140,510         | ) |   | (135,032      | )
|Total stockholders' deficit                                                                                                                            |   | (57,247          | ) |   | (51,769       | )
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                            | $ | 2,599            |   | $ | 4,034         |  

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

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|VICTORY EAGLE RESOURCES CORP.                                     
|------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                    
|STATEMENTS OF OPERATIONS                                          
|Three Months Ended October 31, 2009 and 2008                      
|and from March 18, 2004 (Inception) through October
      31, 2009
|(Unaudited)                                                       

|                                     |   | Three Months |   |   | Three Months |   |   | Inception   |  
|------------------------------------ | - | ------------ | - | - | ------------ | - | - | ----------- | -
|                                     |   | Ended        |   |   | Ended        |   |   | through     |  
|                                     |   | October 31,  |   |   | October 31,  |   |   | October 31, |  
|                                     |   | 2009         |   |   | 2008         |   |   | 2009        |  
|Operating expenses:                  |   |              |   |   |              |   |   |             |  
|Exploration cost                     | $ | -            |   | $ | -            |   | $ | 9,500       |  
|General and administrative           |   | 4,810        |   |   | 11,252       |   |   | 116,264     |  
|Operating loss                       |   | (4,810       | ) |   | (11,252      | ) |   | (125,764    | )
|Interest expense                     |   | (668         | ) |   | (668         | ) |   | (14,746     | )
|Net loss                             |   | (5,478       | ) |   | (11,920      | ) |   | (140,510    | )
|Net loss per share:                  |   |              |   |   |              |   |   |             |  
|Basic and diluted                    | $ | (0.00        | ) | $ | (0.00        | ) |   |             |  
|Weighted average shares outstanding: |   |              |   |   |              |   |   |             |  
|Basic and diluted                    |   | 2,733,940    |   |   | 2,681,765    |   |   |             |  

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

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|VICTORY EAGLE RESOURCES CORP.                                            
|-------------------------------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                                           
|STATEMENTS OF CASH FLOWS                                                 
|Three Months Ended October 31, 2009 and 2008                             
|And Period from March 18, 2004 (Inception) through
      October 31, 2009
|(Unaudited)                                                              

|                                                    |   | Three       |   |   | Three       |   |   |             |  
|--------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                    |   | Months      |   |   | Months      |   |   | Inception   |  
|                                                    |   | Ended       |   |   | Ended       |   |   | Through     |  
|                                                    |   | October 31, |   |   | October 31, |   |   | October 31, |  
|                                                    |   | 2009        |   |   | 2008        |   |   | 2009        |  
|CASH FLOWS FROM OPERATING ACTIVITIES:               |   |             |   |   |             |   |   |             |  
|Net loss                                            | $ | (5,478      | ) | $ | (11,920     | ) | $ | (140,510    | )
|Adjustments to reconcile net loss to net cash used  |   |             |   |   |             |   |   |             |  
|in operating activities:                            |   |             |   |   |             |   |   |             |  
|Impairment of mineral property rights               |   | -           |   |   | 6,500       |   |   | 11,500      |  
|Net change in:                                      |   |             |   |   |             |   |   |             |  
|Prepaid expenses                                    |   | -           |   |   | (10,000     | ) |   | -           |  
|Accounts payable and
      accrued liabilities      |   | 3,375       |   |   | 2,580       |   |   | 18,600      |  
|Accrued interest on shareholder notes
      payable |   | 668         |   |   | 668         |   |   | 14,746      |  
|NET CASH USED IN OPERATING ACTIVITIES               |   | (1,435      | ) |   | (12,172     | ) |   | (95,664     | )
|CASH FLOWS FROM INVESTING ACTIVITIES                |   |             |   |   |             |   |   |             |  
|Expenditures on mineral property rights             |   | -           |   |   | -           |   |   | (2,000      | )
|NET CASH USED IN INVESTING ACTIVITES                |   | -           |   |   | -           |   |   | (2,000      | )
|CASH FLOWS FROM FINANCING ACTIVITIES:               |   |             |   |   |             |   |   |             |  
|Proceeds from note payable - shareholder            |   | -           |   |   | -           |   |   | 26,500      |  
|Proceeds from sale of common stock                  |   | -           |   |   | 15,738      |   |   | 73,763      |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES           |   | -           |   |   | 15,738      |   |   | 100,263     |  
|NET CHANGE IN CASH                                  |   | (1,435      | ) |   | 3,566       |   |   | 2,599       |  
|Cash, beginning of period                           |   | 4,034       |   |   | 11,418      |   |   | -           |  
|Cash, end of period                                 | $ | 2,599       |   | $ | 14,984      |   | $ | 2,599       |  
|SUPPLEMENTAL DISCLOSURES                            |   |             |   |   |             |   |   |             |  
|Stock issued for mineral property costs             | $ | -           |   | $ | 4,500       |   | $ | 9,500       |  
|Cash paid for interest                              | $ | -           |   | $ | -           |   | $ | -           |  
|Cash paid for income taxes                          | $ | -           |   | $ | -           |   | $ | -           |  

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

---

|VICTORY EAGLE RESOURCES CORP. 
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|NOTES TO FINANCIAL STATEMENTS 
|(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-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 2009 as reported in Form 10-K, have been omitted.

The Company has evaluated subsequent events for recognition or disclosure through the date these financial statements were available to be issued December 18, 2009.

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 October 31, 2009 the claims were still in the former Presidents name. The claims are expected to be transferred to the Company at the shareholder's basis ($1,100) when the Company determines it is
economical to mine the claims.

NOTE 3 - NOTE PAYABLE - SHAREHOLDER

In April 2004 the majority shareholder of the Company loaned the company $26,500. Interest is being accrued on this note at the rate of 10% per annum. As of October 31, 2009, the interest accrued on the loan is $14,746. The note payable and
accrued interest are payable on demand.

NOTE 4- SUBSEQUENT EVENT

On December 10, 2009 the Company received $20,000 for subscriptions for 200,000 shares at $0.10 per share. The shares have not been issued.

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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" "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.

Page 5

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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.

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 October 31, 2010.

Employees

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

Purchase or Sale of Equipment

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

Competition

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

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

---



Government Regulations and Supervision

Our future mineral exploration program will be subject to applicable rules and regulations of the jurisdiction in which we hold properties. As of October 31, 2009 we do not hold rights to any mineral properties. Our future property will likely be
  subject to rules similar to theMineral Tenure Act (British Columbia) and Regulation. This act sets forth rules for:

Locating claims

Posting claims

Working claims

Reporting work performed

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

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 October 31, 2009 and 2008

During the three months ended October 31, 2009, operating
expenses totaled $4,810 and we experienced a net loss of $5,478 against no
revenues. During the three months ended October 31, 2008, operating expenses
totaled $11,252, and we experienced a net loss of $11,920. From inception to
October 31, 2009, our operating expenses total $125,764 and we experienced a net
loss of $140,510 against no revenues.

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Financial Condition, Liquidity and Capital Resources

At October 31, 2009, our total assets were $2,599,which
consisted of cash of $2,599.

At October 31, 2009, our total current liabilities were
$59,846.

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 October 31, 2009 is $2,599.

For the three months ended October 31, 2009, we had a net loss
of $5,478, which primarily consisted of general and administrative expenses of
$4,810 and interest expenses of $668.

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 October 31, 2010 we plan to
expend a total of approximately $140,000 in respect of acquiring new mineral
properties. We estimate that we will also require working capital of
approximately $10,000 over the twelve months ending October 31, 2010.

Based on our current plan of operations, we require immediate
funds to commence our exploration operations. For the year ended July 31, 2006
we successfully raised $56,025 through the sale of 560,250 common shares
pursuant to our 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 $20,000 for subscriptions
  for 200,000 shares at $0.10 per share. The shares have not been issued.

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

Estimated Funding Required During the Next
      Twelve MonthsOperations: 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 October 31, 2010.

---

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
next twelve months ending October 31, 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 $140,510 from March 18, 2004
(inception) through October 31, 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-K filed November 13, 2009 for the fiscal year ended
July 31, 2009, 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 3. 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 October 31, 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 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 $5,478 for the three months
ended October 31, 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, 2009, 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.

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 $140,510. 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.

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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.

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.

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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 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, a former officer and directors own a total of 2,000,000 shares of stock, which is 73% of the issued and outstanding number of shares, as of October 31, 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.

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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 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.

On December 10, 2009 the Company received $20,000 for
subscriptions for 200,000 shares at $0.10 per share. The shares have not been
issued

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).
|                                                                                                                                                                                             
|(14) Code of Ethics                                                                                                                                                                          
|                                                                                                                                                                                             
|14.1 Code of Business Conduct and Ethics                                                                                                                                                     
|                                                                                                                                                                                             
|(31) Section 302 Certification                                                                                                                                                               
|                                                                                                                                                                                             
|31.1 Certification of Kelly Dodge                                                                                                                                                            
|                                                                                                                                                                                             
|(32) Section 906 Certification                                                                                                                                                               
|                                                                                                                                                                                             
|32.1 Certification of Kelly Dodge                                                                                                                                                            

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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/ Kelly
      Dodge                                                                         | 
|Kelly Dodge, President, Secretary, Treasurer and Director                                         | 
|(Principal Executive Officer, Principal Financial Officer
      and Principal Accounting Officer) | 
|Date: December 18, 2009                                                                           | 

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