UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q~~STATES

~~[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE~~ SECURITIES ~~EXCHANGE~~ ~~ACT~~AND ~~OF 1934For the quarterly period ended April 30, 2011[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE~~ EXCHANGE ~~ACTFor the transition period from ___________ to ___________~~COMMISSION

~~Commission~~Washington, ~~file~~D.C. ~~number 000-119546~~20549

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)

FORM 10-Q

~~Check~~x ~~whether~~QUARTERLY ~~the~~REPORT ~~issuer:~~UNDER ~~(1)~~SECTION ~~filed all reports required to be filed by Section~~ 13 orOR 15(d) ofOF ~~the~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ~~during~~ACT ~~the~~OF ~~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 [ ]~~1934

For the quarterly period ended October 31, 2011

o 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.)

1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7
(Address of principal executive offices)

(647) 783-3206
(Issuer's telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) has 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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 [o ] Accelerated filer [o ] Non-accelerated filer [o ] (Do not check if a smaller reporting company) Smaller reporting company ~~[X]~~x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS 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~~494,940 common shares issued and outstanding as of ~~June~~December 2014, 2011

~~Transitional~~Check ~~Small~~whether ~~Business~~the ~~Disclosure~~registrant ~~Format~~is a shell company (~~Check~~as ~~one): Yes~~defined [in ]Rule No12b-2 ~~[X]~~of the Exchange Act). Yes x No o

~~Check~~Item ~~whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~1.~~Yes~~ [Financial ~~X] No [ ]~~Statements

~~Page~~Our 1financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Item~~VICTORY 1.EAGLE ~~Financial~~RESOURCES ~~Statements~~CORP.

~~Our financial statements are stated in United States Dollars~~ (~~US$)~~AN ~~and~~EXPLORATION ~~are~~STAGE ~~prepared in accordance with United States Generally Accepted Accounting Principles.~~COMPANY)

~~VICTORY EAGLE RESOURCES CORP. (AN EXPLORATION STAGE COMPANY)~~ BALANCE SHEETS

		April 30, 2011			July 31, 2010
		October 31, 2011 (Unaudited)				July 31, 2011
		(Unaudited)
ASSETS
ASSETS
Current assets
Current assets
Cash		$	22,459			$	2,343
Cash	$	7,642		$	3,381
Prepaid expenses			-				550
Prepaid expenses		1,750			3,550
Total current assets			22,459				2,893
Total current assets		9,392			6,931
Total assets		$	22,459			$	2,893
Total assets	$	9,392		$	6,931
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	7,205			$	13,525
Accounts payable and accrued liabilities	$	6,994		$	7,220
Note payable and advance-related parties			35,518				27,155
Note payable - stockholder		26,500			26,500
Accrued interest on stockholder note payable			20,090				19,422
Accrued interest on stockholder note payable		18,754			16,750
Total current liabilities			62,813				60,102
Total current liabilities		52,248			50,470
Total liabilities			62,813				60,102
Total liabilities		52,248			50,470
STOCKHOLDERS' DEFICIT:
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 25,000,000 shares authorized, 3,394,940 shares issued and outstanding at October 31, 2011 and July 31, 2011			3,395				3,395
Common stock, $.001 par value, 25,000,000 shares authorized; 3,394,940 and 2,733,940 shares issued and outstanding at April 30, 2011 and July 31, 2010		3,395			2,734
Additional paid-in capital			170,968				145,968
Additional paid-in capital		145,968			116,629
Subscription receivable			(3,880	)			(3,880	)
Subscription receivable		(3,880	)		-
Deficit accumulated during the exploration stage			(210,837	)			(202,692	)
Deficit accumulated during the exploration stage		(188,339	)		(162,902	)
Total stockholders' deficit			(40,354	)			(57,209	)
Total stockholders' deficit		(42,856	)		(43,539	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	22,459			$	2,893
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,392		$	6,931

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

VICTORY EAGLE RESOURCES CORP. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS Three and Nine Months Ended April 30, 2011 and 2010 and the Period from March 18, 2004 (Inception) through April 30, 2011 (Unaudited)2

														Inception
		Three Months						Nine Months						Through
		Ended April 30,						Ended April 30,						April 30,
		2011			2010			2011			2010			2011
Operating expenses:
Exploration cost	$	-		$	-		$	-		$	-		$	9,500
General and administrative		4,536			7,122			23,433			20,353			160,085
Operating loss		(4,536	)		(7,122	)		(23,433	)		(20,353	)		(169,585	)
Interest expense		(668	)		(668	)		(2,004	)		(2,004	)		(18,754	)
Net loss		(5,204	)		(7,790	)		(25,437	)		(22,357	)		(188,339	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		3,394,940			2,733,940			3,060,808			2,733,940

VICTORY EAGLE RESOURCES CORP.

~~See~~(AN ~~accompanying~~EXPLORATION ~~summary~~STAGE ~~of accounting policies and notes to financial statements.~~COMPANY)

~~VICTORY EAGLE RESOURCES CORP. (AN EXPLORATION STAGE COMPANY)~~ STATEMENTS OF ~~CASH FLOWS Nine Months Ended April 30, 2011 and 2010 and the Period from March 18, 2004 (Inception) through April 30, 2011 (Unaudited)~~OPERATIONS

		Nine Months			Nine Months			Inception
		Ended			Ended			Through
		April 30,			April 30,			April 30,
		2011			2010			2011
CASH FLOWS FROM OPERATINGACTIVITIES:
Net loss	$	(25,437	)	$	(22,357	)	$	(188,339	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property rights		-			-			11,500
Net change in:
Prepaid expenses		1,800			(3,950	)		(1,750	)
Accounts payable and accrued liabilities		(226	)		(9,580	)		6,994
Accrued interest on shareholder notes payable		2,004			2,004			18,754
NET CASH USED IN OPERATING ACTIVITIES		(21,859	)		(33,883	)		(152,841	)
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		26,120			36,100			135,983
NET CASH PROVIDED BY FINANCING ACTIVITIES		26,120			36,100			162,483
NET CHANGE IN CASH		4,261			2,217			7,642
Cash, beginning of period		3,381			4,034			-
Cash, end of period	$	7,642		$	6,251		$	7,642
SUPPLEMENTAL DISCLOSURES
Stock issued for mineral property costs	$	-		$	-		$	9,500
Issuance of common stock for subscription receivable	$	3,880		$	-		$	3,880

Three Months Ended October 31, 2011 and 2010

~~See~~and ~~accompanying~~the ~~summary~~Period offrom ~~accounting~~March ~~policies~~18, ~~and~~2004 ~~notes~~(Inception) ~~to financial~~through ~~statements.~~October 31, 2011

~~VICTORY EAGLE RESOURCES CORP.~~ (~~AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (~~Unaudited)

NOTE 1 - BASIS OF PRESENTATION

	Three Months Ended October 31, 2011			Three Months Ended October 31, 2010			Inception through October 31, 2011
Operating expenses:
Exploration cost	$	-		$	-		$	9,500
General and administrative		7,477			5,230			181,247
Operating loss		(7,477	)		(5,230	)		(190,747	)
Interest expense		(668	)		(668	)		(20,090	)
Net loss	$	(8,145	)	$	(5,898	)	$	(210,837	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		3,394,940			2,733,940

~~The~~See accompanying ~~unaudited~~summary ~~interim financial statements~~ of ~~Victory~~ ~~Eagle Resources Corp. (the “Company”) have been prepared in accordance with~~ accounting ~~principles~~policies ~~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~~3

InVICTORY ~~July~~EAGLE ~~2004,~~RESOURCES ~~the president of the Company acquired eight mineral claims by arranging the staking of the same through a third party~~CORP. 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 April 30, 2011 the claims were still in the 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~~(AN 3EXPLORATION -STAGE ~~NOTE PAYABLE - STOCKHOLDER~~COMPANY)

~~During~~STATEMENTS ~~April~~OF ~~2004~~CASH 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 April 30, 2011, the interest accrued on the loan is $18,754. The note payable and accrued interest are payable on demand.FLOWS

~~NOTE~~Three 4Months -Ended ~~COMMON~~October ~~STOCK~~31, 2011 and 2010

Onand ~~December 10, 2009~~ the ~~Company~~Period ~~received~~from ~~$36,100~~March ~~for subscriptions for 361~~18,~~000~~ ~~shares~~2004 at(Inception) ~~$0.10~~through ~~per~~October ~~share. The shares were issued on December 16~~31, ~~2010.~~ 2011

During the nine months ended April 30, 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 April 30, 2011 and the date of these financial statements $3,880 of the proceeds for the shares was outstanding.(Unaudited)

Item 2. Management's Discussion and Analysis and Plan of Operation.

	Three Months Ended			Three Months Ended			Inception Through
	October 31, 2011			October 31, 2010			October 31, 2011
CASH FLOWS FROM OPERATINGACTIVITIES:
Net loss	$	(8,145	)	$	(5,898	)	$	(210,837	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property rights		-			-			11,500
Net change in:
Prepaid expenses		550			(4,030	)		-
Accounts payable and accrued liabilities		(6,320	)		(5,740	)		7,205
Accrued interest on stockholder notes payable		668			668			20,090
NET CASH USED IN OPERATING ACTIVITIES		(13,247	)		(15,000	)		(172,042	)
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 and advance-related parties		8,363			-			35,518
Proceeds from sale of common stock		25,000			12,000			160,983
NET CASH PROVIDED BY FINANCING ACTIVITIES		33,363			12,000			196,501
NET CHANGE IN CASH		20,116			(3,000	)		22,459
Cash, beginning of period		2,343			3,381			-
Cash, end of period	$	22,459		$	381		$	22,459
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing transactions
Stock issued for mineral property costs	$	-		$	-		$	9,500
Issuance of common stock for subscription receivable	$	-		$	18,000		$	3,880

~~FORWARD-LOOKING~~See ~~STATEMENTS~~accompanying summary of accounting policies and notes to financial 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.4

~~Although~~VICTORY weEAGLE ~~believe~~RESOURCES ~~that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements~~CORP. 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$)~~AN ~~and~~EXPLORATION ~~are~~STAGE prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.COMPANY)

AsNOTES ~~used~~TO inFINANCIAL ~~this quarterly report, the terms "we", "us", "our", and "Victory Eagle" mean Victory Eagle Resources Corp., unless otherwise indicated.~~STATEMENTS

~~Corporate History~~(Unaudited)

WeNOTE ~~were~~1 ~~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~~BASIS ~~Liberty Street,~~OF ~~Reno, Nevada 89501 and our business office is located at 133 Atlas Toronto, Ontario M6C 3P4.~~PRESENTATION

~~Other~~The ~~than~~accompanying asunaudited ~~set~~interim ~~out~~financial ~~herein,~~statements weof ~~have~~Victory ~~not~~Eagle Resources Corp. (the “Company”) have been ~~involved~~prepared in ~~any bankruptcy,~~accordance ~~receivership~~with oraccounting ~~similar~~principles ~~proceedings~~generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), ~~nor~~and ~~have~~should webe ~~been~~read ain ~~party~~conjunction towith ~~any material~~the ~~reclassification~~audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, ~~merger~~all adjustments, ~~consolidation~~consisting orof ~~purchase~~normal orrecurring ~~sale~~adjustments, ofnecessary for a ~~significant~~ ~~amount~~fair presentation of ~~assets~~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 ~~ordinary~~audited ~~course~~financial ofstatements ~~our~~for ~~business~~the most recent fiscal year as reported on Form 10-K, have been omitted.

~~Our~~NOTE ~~Current~~2 ~~Business~~- NOTE PAYABLE - STOCKHOLDER

WeDuring ~~are~~April an2004, ~~exploration~~the ~~stage~~majority ~~resource~~shareholder ~~company,~~of ~~and~~the ~~are~~Company ~~primarily engaged~~loaned in the ~~exploration~~Company ~~for~~$26,500. ~~and~~Interest ~~development~~is inbeing ~~the~~accrued ~~properties~~on inthis ~~which~~note ~~we have~~at ~~acquired~~the ~~interests~~rate of 10% per annum. WeAs doat ~~not~~October ~~currently~~31, ~~have~~2011, ~~any~~the ~~properties~~interest accrued on the loan is $20,090. WeThe ~~are actively~~note ~~pursuing~~payable anand ~~acquisition~~accrued ofinterest aare ~~resource~~payable ~~property~~on demand.

~~Product~~During ~~Research~~the ~~and~~year ~~Development~~ended July 31, 2011, the President of the Company made payments of $655 on behalf of the Company, which was outstanding at July 31, 2011.

~~Our~~During ~~business~~the ~~plan~~three ismonths ~~focused~~ended October 31, 2011, the President of the Company made payments of $8,363 on behalf of the ~~long~~Company, which was outstanding at October 31, 2011. These advances from the President are unsecured, non-~~term~~interest ~~exploration~~bearing and ~~development~~ ofpayable ~~our~~upon ~~mineral properties~~demand.

WeNOTE do3 ~~not~~- ~~anticipate~~COMMON ~~that we will expend any significant funds on research and development over the next twelve months ending April 30, 2012.~~STOCK

~~Employees~~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. As at October 31, 2011 and the date of these financial statements, $3,880 of the proceeds for the shares was outstanding.

~~Currently~~On ~~there~~October ~~are~~26, no2011, ~~full~~the ~~time or part-time employees of our~~ Company ~~(other~~received ~~than~~$25,000 ~~our~~from ~~directors~~subscriptions ~~and~~for ~~officer who~~100,000 atcommon ~~present,~~shares ~~have~~at ~~not signed employment or consulting agreements with us)~~$0.25 Weper ~~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)~~share. WeThe doshares ~~and~~were ~~will~~issued ~~continue~~on toNovember ~~outsource contract employment as needed. However~~10, ~~if we are successful in our initial and any subsequent drilling programs we may retain additional employees~~2011.

~~Purchase or Sale of Equipment~~5

We Item 2. doManagement's ~~not~~Discussion ~~intend~~and toAnalysis ~~purchase~~and ~~any~~Plan ~~significant~~of ~~equipment over the next twelve months ending April 30, 2012~~Operation.

~~Competition~~FORWARD-LOOKING STATEMENTS

~~The~~This ~~gold~~quarterly ~~mining~~report ~~industry~~contains forward-looking statements as that term is ~~fragmented.~~defined Wein ~~compete~~the ~~with~~Private ~~other exploration~~Securities ~~companies~~Litigation ~~looking~~Reform ~~for~~Act ~~gold~~of 1995. WeThese ~~are~~statements ~~one~~relate ofto ~~the~~future ~~smallest~~events ~~exploration companies~~or inour ~~existence~~future financial performance. WeIn ~~are~~some ancases, ~~infinitely~~you ~~small~~can ~~participant~~identify inforward-looking ~~the~~statements ~~gold mining~~by ~~market.~~terminology ~~While~~such weas ~~compete~~"may", ~~with~~"should", ~~other~~"expects", ~~exploration~~"plans", ~~companies~~"anticipates", ~~there~~"believes", is"estimates", ~~no competition~~"predicts", ~~for~~"potential" ~~the~~or ~~exploration~~"continue" or ~~removal~~the negative of ~~minerals~~these ~~from~~terms ~~our~~or ~~property~~other comparable terminology. ~~Readily~~ ~~available~~These ~~gold~~statements ~~markets~~are ~~exist~~only inpredictions ~~Canada~~and involve known and ~~around~~unknown risks, uncertainties and other factors, including the ~~world~~risks ~~for~~in the ~~sale~~ section entitled "Risk Factors", that may cause our or our industry's actual results, levels of ~~gold~~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.

WeAlthough ~~may~~we ~~not~~believe ~~have~~that ~~access~~the toexpectations ~~all~~reflected ofin the ~~supplies~~forward-looking ~~and~~statements ~~materials~~are reasonable, we ~~need~~ tocannot ~~begin~~guarantee ~~exploration~~future ~~that~~results, ~~could~~levels ~~cause~~of usactivity, toperformance ~~delay~~ or ~~suspend operations~~achievements. ~~Competition~~ ~~and~~Except ~~unforeseen~~as ~~limited~~required ~~sources~~by ofapplicable ~~supplies~~law, inincluding the ~~industry~~securities ~~could result~~laws ~~in occasional spot shortages~~ of ~~supplies,~~the ~~such~~United ~~as explosives~~States, ~~and certain equipment such as bulldozers and excavators that~~ we ~~might~~do ~~need to conduct exploration. We have~~ not ~~attempted~~intend to ~~locate~~update ~~or negotiate with~~ any ~~suppliers~~ of ~~products,~~ ~~equipment~~the orforward-looking ~~materials.~~statements ~~We will attempt~~ to ~~locate~~conform ~~products,~~these ~~equipment and~~statements ~~materials after this offering is complete. If we cannot find the products and equipment we need, we will have~~ to ~~suspend~~actual ~~our exploration plans until we do find the products and equipment we need~~results.

~~Government~~Our ~~Regulations~~financial statements are stated in United States Dollars (US$) and ~~Supervision~~are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

~~Our~~As ~~future~~used ~~mineral~~in ~~exploration~~this ~~program~~quarterly ~~will~~report, ~~be subject to applicable rules and regulations of~~ the ~~jurisdiction~~terms ~~in which~~ "we", ~~hold properties.~~"us", ~~As of April 30~~"our", ~~2011~~and we"Victory doEagle" ~~not~~mean ~~hold~~Victory ~~rights~~Eagle toResources ~~any mineral properties~~Corp., ~~Our~~unless ~~future~~otherwise ~~property will likely be subject to rules similar to the Mineral Tenure Act (Ontario) and Regulation~~indicated. ~~This act sets forth rules for:~~

~~Locating~~Corporate ~~claims~~ History

~~Posting~~We ~~claims~~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, Ontario.

~~Working~~Other ~~claims~~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.

~~Reporting~~Our ~~work~~Current ~~performed~~ Business

We ~~also~~are ~~anticipate~~an ~~being~~exploration ~~subject~~stage toresource ~~regulations~~company, ~~similar to the British Columbia Mineral Exploration Code (the "Code") that tells us how~~ and ~~where~~are weprimarily ~~can~~engaged ~~explore for minerals. We must comply with these laws to operate our business. The purpose of the Code is to assist persons who wish to explore for minerals~~ in ~~British Columbia to understand~~ the ~~process whereby~~ exploration ~~activities are permitted and regulated. The Code establishes province wide standards~~ for ~~mineral exploration~~ and development ~~activities.~~ ~~The~~in ~~Code~~the ~~also~~properties ~~manages~~in ~~and~~which ~~administers~~we ~~exploration~~have ~~and development~~acquired ~~activities to ensure maximum extraction with a minimum of environmental disturbance~~interests. We ~~The~~do ~~Code does~~ not ~~apply~~currently tohave ~~certain~~any ~~exploration work we will be conducting~~properties. We ~~Specifically,~~are ~~work~~actively ~~that~~pursuing ~~does~~an ~~not~~acquisition ~~involve mechanical disturbance~~ of ~~the~~a ~~surface~~resource ~~including:~~property.

~~Prospecting~~Product ~~using~~Research ~~hand-held~~and ~~tools~~ Development

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

~~Airborne~~We ~~geophysical~~do ~~surveying~~not anticipate that we will expend any significant funds on research and development over the next twelve months ending October 31, 2012.

~~Hand-trenching without the use of explosives~~ 6

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

~~Exploration~~Currently ~~activities~~there ~~that~~are weno ~~intend~~full ontime ~~carrying~~or ~~out~~part-time ~~which~~employees ~~are~~of ~~subject~~our to 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 ~~provisions~~number of employees over the ~~Code~~next ~~are~~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 ~~follows:~~needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

~~Drilling,~~Purchase ~~trenching~~or ~~and~~Sale ~~excavating~~of ~~using machinery~~ Equipment

~~Disturbance~~We ofdo not intend to purchase any significant equipment over the ~~ground~~next bytwelve ~~mechanical~~months ~~means~~ending October 31, 2012.

Compliance with these rules and regulations will require us to meet the minimum annual work requirements. Also, prior to proceeding with any exploration work subject to the Code we must apply for a notice of work permit. In this notice we will be required to set out the location, nature, extent and duration of the proposed exploration activities. The notice is submitted to the regional office of the Mines Branch, Energy Division.Competition

WeThe ~~currently~~gold domining ~~not~~industry ~~have~~is ~~any~~fragmented. ~~pending~~We ~~applications~~compete with other exploration companies looking for ~~government~~ ~~approval~~gold. We are one of ~~our~~the smallest exploration ~~program~~companies in existence. We ~~only~~are ~~require~~an ~~one~~infinitely ~~permit~~small ~~for exploration~~participant ~~and~~in wethe ~~have~~gold ~~not~~mining ~~yet~~market. ~~applied~~While ~~for~~we itcompete ~~since~~with itother exploration companies, there is ~~not~~no ~~required~~competition ~~until later~~for ~~stages~~the exploration or removal of ~~exploration~~minerals ~~(i.e.~~from ~~drilling)~~our property. WeReadily ~~estimate~~available ~~that~~gold ~~this~~markets ~~exploration permit~~exist ~~can~~in beCanada ~~obtained~~and ~~within~~around 2the ~~weeks~~world for the sale of gold.

~~Environmental~~We ~~Law~~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.

~~The~~Government ~~Code~~Regulations ~~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:~~Supervision

~~Health~~Our future mineral exploration program will be subject to applicable rules and ~~Safety~~regulations of the jurisdiction in which we hold properties. As of October 31, 2011 we do not hold rights to any mineral properties. Our future property will likely be subject to rules similar to the Mineral Tenure Act (Ontario) and Regulation. This act sets forth rules for:

~~Archaeological~~· ~~Sites~~Locating claims

~~Exploration~~· ~~Access~~Posting claims

We· ~~are~~Working ~~responsible to provide a safe working environment, to not disrupt archaeological sites, and to conduct our activities to prevent unnecessary damage to the property.~~claims

We· ~~anticipate~~Reporting nowork 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.performed

~~Three Months Ended April 30, 2011 and 2010~~7

~~During~~We also anticipate being subject to regulations similar to the ~~three~~British ~~months~~Columbia ~~ended~~Mineral ~~April~~Exploration ~~30,~~Code ~~2011,~~(the ~~operating expenses~~"Code") ~~totaled~~that ~~$4,536~~tells us how and where we ~~experienced~~can aexplore ~~net~~for ~~loss~~minerals. ofWe ~~$5,204~~must ~~against~~comply ~~no revenues~~with these laws to operate our business. ~~During~~The purpose of the ~~three~~Code ~~months~~is ~~ended~~to ~~April~~assist ~~30,~~persons ~~2010,~~who ~~operating~~wish ~~expenses totaled~~to ~~$7,122,~~explore for minerals in British Columbia to understand the process whereby exploration activities are permitted and weregulated. ~~experienced~~The aCode ~~net~~establishes ~~loss~~province wide standards for mineral exploration and development activities. The Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of ~~$7,790~~environmental disturbance. The Code does not apply to certain exploration work we will be conducting. Specifically, work that does not involve mechanical disturbance of the surface including:

~~Nine~~· ~~Months~~Prospecting ~~Ended~~using ~~April~~hand-held ~~30, 2011 and 2010~~tools

~~During~~· ~~the~~Geological ~~nine months ended April 30, 2011, operating expenses totaled $23,433~~ and wegeochemical experienced a net loss of $25,437 against no revenues. During the nine months ended April 30, 2010, operating expenses totaled $20,353, and we experienced a net loss of $22,357. From inception to April 30, 2011, our operating expenses total $169,585 and we experienced a net loss of $188,339 against no revenues.surveying

~~Financial~~· ~~Condition,~~Airborne ~~Liquidity~~geophysical ~~and Capital Resources~~surveying

At· ~~April~~Hand-trenching ~~30,~~without ~~2011,~~the ~~our~~use ~~total assets were $9,392, which consisted~~ of ~~cash of $7,642 and prepaid expenses of $1,750.~~explosives

At· ~~April~~The ~~30,~~establishment ~~2011,~~of ~~our~~gridlines ~~total~~that ~~current~~do ~~liabilities~~not ~~were $52,248.~~require the felling of trees

~~Historically,~~· weExploration ~~have~~activities ~~financed~~that ~~our~~we ~~cash~~intend ~~flow~~on ~~and~~carrying ~~operations from~~out ~~the~~which ~~sale~~are ofsubject ~~stock~~to ~~and~~the ~~advances~~provisions ~~from~~of ~~shareholders.~~the ~~Our~~Code ~~total~~are ~~cash and cash equivalent position~~ as ~~at April 30, 2011 is $7,642.~~follows:

~~For~~· ~~the nine months ended April 30~~Drilling, ~~2011,~~trenching ~~we had a net loss of $25,437, which primarily consisted of general~~ and ~~administrative~~excavating ~~expenses~~using ~~of $23,433 and interest expenses of $2,004.~~ machinery

We· ~~have~~Disturbance ~~no external sources~~ of ~~liquidity in~~ the ~~form~~ground ofby ~~credit lines~~mechanical 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.means

~~Plan~~Compliance with these rules and regulations will require us to meet the minimum annual work requirements. Also, prior to proceeding with any exploration work subject to the Code we must apply for a notice of ~~Operation~~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.

~~Cash~~We ~~Requirements~~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.

~~Over~~Environmental the twelve months ending April 30, 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 April 30, 2012.Law

~~Based~~The onCode ~~our~~deals ~~current~~with ~~plan~~environmental ofmatters ~~operations,~~relating ~~we require immediate funds~~ to ~~commence~~the ~~our~~ exploration ~~operations.~~and ~~For~~development ~~the year ended July 31, 2006 we successfully raised $56,025 through the sale~~ of ~~560,250~~mining ~~common shares pursuant to our SB2 registration statement~~properties. ~~This~~The ~~allowed~~goal ~~us to complete Phase 1~~ of ~~our~~this ~~proposed~~Act ~~exploration~~is ~~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~~protect the ~~capital~~environment ~~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~~series ~~sufficient~~of ~~for~~regulations ~~an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.~~affecting:

~~There~~· ~~are~~Health noand 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.Safety

On· ~~December~~Archaeological ~~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.~~Sites

~~Over~~· ~~the~~Exploration ~~twelve months ending April 30, 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:~~Access

~~Estimated Funding Required During the Next Twelve Months~~8

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

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.

~~Going~~We ~~Concern~~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.

~~The~~Three ~~continuation~~Months ofEnded ~~our~~October 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 loans31, ~~assuming~~2011 ~~those loans would be available, will increase our liabilities~~ and ~~future cash commitments.~~2010

WeDuring ~~have~~the three months ended October 31, 2011, we had no revenue and incurred ~~losses~~general and administrative expenses of $~~188~~7,~~339~~477 ~~from~~and ~~March~~interest 18expense of $668 resulting in a net loss of $8,145. ~~2004 (inception)~~During ~~through~~the ~~April~~three 30months ended October 31, 2010, we had no revenue and incurred general and administrative expenses of $5,230 and interest expense of $668 resulting in a net loss of $5,898. The increase in general and administrative expenses from the first quarter of 2011 to the first quarter of fiscal 2012 was due to legal fees incurred on our financing in fiscal 2012.

~~There~~Financial 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 placementsCondition, ~~public~~Liquidity ~~offerings~~ and~~/or~~ ~~bank~~Capital 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.Resources

~~These~~At ~~conditions~~October ~~raise~~31, ~~substantial~~2011, ~~doubt about~~ our ~~ability~~total ~~to continue~~assets aswere a$22,459, ~~going~~which ~~concern.~~consisted ~~The financial statements do not include any adjustments relating to the recoverability and classification~~ of ~~asset~~cash ~~carrying amounts or the amount and classification~~ of ~~liabilities that might be necessary should we be unable to continue as a going concern~~$22,459.

~~Our~~At ~~independent~~October ~~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~~2011, ~~indicated that there was substantial doubt about~~ our ~~ability~~total ~~to continue~~current asliabilities awere ~~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~~$62, ~~liquidity and capital resources~~813.

~~Item~~Historically, 3we have financed our cash flow and operations from the sale of stock and advances from shareholders. ~~Quantitative~~Our total cash and ~~Qualitative~~cash ~~Disclosures~~equivalent ~~About~~position ~~Market~~as ~~Risk~~at October 31, 2011 is $22,459.

~~Not~~We ~~applicable~~have tono ~~smaller~~external ~~reporting~~sources ~~companies~~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.

~~Item~~Plan 4.of ~~Controls and Procedures~~Operation

AsCash required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being April 30, 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. Requirements

~~Disclosure~~Over ~~controls~~the ~~and~~twelve ~~procedures~~months ~~and~~ending ~~other~~October ~~procedures~~31, ~~that are~~2012, ~~designed~~we toplan ~~ensure that information required~~ to beexpend ~~disclosed~~a intotal ~~our~~of ~~reports filed~~approximately ~~or submitted under the Exchange Act is recorded~~$180,000 ~~processed, summarized and reported, within the time period specified~~ in ~~the~~respect ~~Securities~~of ~~and~~acquiring ~~Exchange Commission's~~new ~~rules~~mineral ~~and forms~~properties. ~~Disclosure~~We ~~controls~~estimate ~~and procedures include, without limitation, controls and procedures designed to ensure~~ that ~~information required~~we towill bealso ~~disclosed~~require inworking ~~our~~capital ~~reports~~of ~~filed~~approximately ~~under~~$40,000 over the ~~Exchange~~twelve ~~Act~~months ~~is accumulated~~ending ~~and~~October ~~communicated to management~~31, ~~including our President and Secretary as appropriate, to allow timely decisions regarding required disclosure~~2012.

~~There~~Based ~~have~~on ~~been~~our nocurrent ~~changes~~plan inof operations, we require immediate funds. For the year ended July 31, 2006, we successfully raised $56,025 through the sale of 560,250 common shares pursuant to our ~~company's~~SB2 ~~internal~~registration ~~controls over~~statement. ~~financial~~This ~~reporting~~allowed ~~that~~us ~~occurred~~to ~~during~~complete Phase 1 of our ~~most~~proposed ~~recent~~exploration ~~fiscal~~program. We ~~quarter that~~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 ~~materially~~no ~~affected~~agreements in place to do this at this time. If we fail to raise sufficient funds, orwe ~~are~~may ~~reasonably~~modify ~~likely~~our operations plan accordingly. Even if we do raise funds for operations, there is no assurance that we will be able to ~~materially~~maintain ~~affect~~operations at a level sufficient for an investor to obtain a return on his investment in our ~~internal~~ ~~controls~~common ~~over~~stock. ~~financial~~Further, ~~reporting~~we may continue to be unprofitable.

~~Part II - OTHER INFORMATION~~9

~~Item~~There 1are no assurances that we will be able to obtain additional funds required for our continued operations. ~~Legal~~In ~~Proceedings~~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.

WeOver ~~know~~the oftwelve nomonths ~~material,~~ending ~~active~~October or31, ~~pending legal proceedings against our company~~2012, ~~nor are~~ we ~~involved~~intend asto ause ~~plaintiff~~all inavailable ~~any~~funds ~~material proceeding~~to oracquire ~~pending~~new ~~litigation.~~mineral ~~There~~resource ~~are~~properties noas ~~proceedings~~follows inif ~~which~~we ~~any~~are ofsuccessfully ~~our directors,~~able ~~officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse~~ to ~~our~~raise ~~interest.~~funds:

~~Item~~Estimated ~~1A.~~Funding ~~Risk~~Required ~~Factors~~During the Next Twelve Months

RISK FACTORS

Operations: acquiring new properties	$	140,000
Working Capital		40,000
Total	$	180,000

~~Much~~Going 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.Concern

~~Such~~The ~~estimates,~~continuation ~~projections~~of orour ~~other~~business ~~"forward-looking statements"~~is ~~involve~~dependent ~~various~~upon ~~risks~~us ~~and~~raising ~~uncertainties~~additional asfinancial ~~outlined below~~support. ~~We caution~~The ~~readers~~issuance of ~~this~~additional ~~quarterly~~equity ~~report~~securities ~~that~~by ~~important~~us ~~factors~~could result in ~~some~~a ~~cases have~~significant ~~affected~~dilution ~~and,~~ in the ~~future,~~equity ~~could~~interests ~~materially~~of ~~affect~~our ~~actual~~current ~~results~~stockholders. ~~and cause~~Obtaining ~~actual~~commercial ~~results~~loans, toassuming ~~differ~~those ~~materially~~loans ~~from~~would ~~the~~be ~~results expressed in any such estimates~~available, ~~projections~~will orincrease ~~other "forward-looking statements". In evaluating us,~~ our ~~business~~liabilities and ~~any~~future ~~investment~~cash ~~in our business, readers should carefully consider the following factors~~commitments.

~~Our~~We ~~independent~~have ~~auditors~~incurred ~~have~~losses ~~expressed~~of ~~substantial~~$210,837 ~~doubt about~~from ~~our~~March ~~ability~~18, to2004 ~~continue~~(inception) asthrough aOctober ~~going~~31, ~~concern~~2011.

WeThere ~~have~~are ~~incurred~~no aassurances ~~net~~that ~~loss~~we will be able to either (1) ever achieve a level of ~~$25~~revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through future private placements,~~437~~ ~~for~~public offerings and/or bank financing necessary to support our working capital requirements. To the ~~nine~~extent ~~months ended~~that ~~April~~funds 30generated from our recently completed offering, ~~2011~~operations and any future private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. ~~There~~No assurance can be nogiven ~~assurance~~ that additional financing will ~~generate~~be ~~significant revenues~~available, or ~~achieve~~if ~~profitable~~available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

These ~~circumstances~~conditions raise substantial doubt about our ability to continue as a going concern,. asThe ~~described~~financial instatements ~~the~~do ~~explanatory~~not ~~paragraph~~include any adjustments relating to ~~our independent~~the ~~auditors'~~recoverability ~~report~~and onclassification ~~our~~of ~~financial~~asset ~~statements~~carrying ~~for~~amounts or the ~~year~~amount ~~ended~~and ~~July 31,~~classification ~~2010,~~of ~~which~~liabilities ~~are~~that ~~included~~might inbe ~~our~~necessary ~~annual~~should ~~report~~we onbe ~~Form~~unable ~~10-K~~to continue as a going concern.

~~Because~~Our ofindependent ~~the~~auditor's ~~unique~~report ~~difficulties~~on ~~and~~our ~~uncertainties inherent~~audited financial statements, in ~~mineral~~our ~~exploration~~Form ~~ventures~~10-K filed November 14, we2011 ~~face~~for the fiscal year ended July 31, 2011, indicated that there was substantial doubt about our ability to continue as a ~~high~~going ~~risk~~concern. The qualifying explanatory paragraph contained in their audit report should be read in connection with our management's discussion of ~~business failure~~our financial condition, liquidity and capital resources.

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.10

WeItem ~~have~~3. Quantitative ~~limited operating history~~ and ~~losses~~Qualitative ~~that~~Disclosures ~~we expect~~About toMarket ~~continue into the future~~Risk.

WeNot ~~have~~applicable ~~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 $188,339. Our ability~~ to ~~achieve~~smaller ~~and maintain~~reporting ~~profitability and positive cash flow is dependent upon the following:~~companies.

~~Our~~Item ~~ability~~4. toControls ~~locate~~and ~~a profitable resource property;~~ Procedures

~~Our~~As ~~ability~~required toby ~~generate~~Rule ~~revenues;~~13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being October 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 President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Reporting Officer). Based upon that evaluation, our President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Reporting Officer) concluded that our disclosure controls and procedures are effective as at the end of the period covered by this report.

~~Our~~There ~~ability~~have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to ~~reduce~~materially ~~exploration~~affect ~~costs.~~our internal controls over financial reporting.

~~Based~~Disclosure ~~upon~~controls ~~current~~and ~~plans,~~procedures weand ~~expect~~other procedures that are designed to ~~incur~~ensure ~~operating~~that ~~losses~~ information required to be disclosed in ~~future~~our ~~periods.~~reports ~~This~~filed ~~will~~or ~~happen~~submitted ~~because~~under ~~there~~the ~~are~~Exchange ~~expenses~~Act ~~associated~~is ~~with exploration~~recorded, ofprocessed, ~~our~~summarized ~~mineral~~and ~~properties~~reported, within the time period specified in the Securities and Exchange Commission's rules and forms. WeDisclosure ~~may~~controls ~~not~~and procedures include, without limitation, controls and procedures designed to ensure that information required to be ~~successful~~disclosed in ~~generating revenues~~our inreports filed under the ~~future.~~Exchange ~~Failure~~Act is accumulated and communicated to ~~generate~~management, ~~revenues~~including ~~will~~our ~~cause~~President usand Secretary as appropriate, to goallow ~~out~~timely ~~of business~~decisions regarding required disclosure.

If Part weII do- ~~not~~OTHER ~~raise enough money for exploration we will have to delay exploration or go out of business.~~INFORMATION

WeItem ~~are in the very early exploration stage and we need additional financing before we are able to continue our exploration efforts~~1. ~~We have~~Legal ~~not made any arrangements for financing and we may be unable to raise financing~~Proceedings. ~~If we are not able to raise any financing we will have to delay our exploration or go out of business.~~

We ~~may~~know ~~not~~of ~~have~~no ~~access~~material, toactive ~~all~~or ofpending ~~the~~legal ~~supplies~~proceedings ~~and materials~~against our company, nor are we ~~need~~involved toas ~~begin~~a ~~exploration~~plaintiff ~~that~~in ~~could~~any ~~cause~~material usproceeding toor ~~delay~~pending litigation. There are no proceedings in which any of our directors, officers or ~~suspend operations~~affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~Competition~~Item 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 exploration1A. WeRisk 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.Factors

~~Because~~RISK 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.FACTORS

WeMuch ~~plan~~of tothe ~~continue~~information ~~acquire~~included ~~mineral~~in ~~claims.~~this ~~The~~quarterly ~~search~~report ~~for valuable~~includes ~~minerals~~or asis abased ~~business~~upon isestimates, ~~extremely~~projections ~~risky.~~or Weother ~~can~~"forward-looking ~~provide~~statements". ~~investors with~~Such noforward-looking ~~assurance~~statements ~~that~~include ~~additional~~any ~~exploration~~projections onor ~~our~~estimates ~~properties~~made ~~will~~by ~~establish that~~us ~~additional~~and ~~commercially~~our ~~exploitable~~management ~~reserves~~in ofconnection ~~gold~~with ~~exist~~our onbusiness ~~our properties~~operations. ~~Problems~~While ~~such~~these asforward-looking ~~unusual~~statements, orand ~~unexpected~~any ~~geological~~assumptions ~~formations~~upon orwhich ~~other variable~~they ~~conditions~~are based, are ~~involved~~made in ~~exploration~~good faith and ~~often~~reflect ~~result~~our incurrent ~~exploration efforts~~judgment ~~being~~regarding ~~unsuccessful.~~the ~~The~~direction ~~additional~~of ~~potential~~our ~~problems include~~business, ~~but~~actual ~~are not~~results ~~limited~~will ~~to,~~almost ~~unanticipated~~always ~~problems~~vary, ~~relating~~sometimes tomaterially, ~~exploration~~from ~~and~~any ~~attendant additional~~estimates, ~~costs~~predictions, ~~and~~projections, ~~expenses~~assumptions, ~~that~~or ~~may~~other ~~exceed~~future ~~current~~performance ~~estimates~~suggested herein. ~~These~~We ~~risks~~undertake ~~may result~~no inobligation ~~us being unable~~ to ~~establish~~update ~~the~~forward-looking ~~presence~~statements ofto ~~additional~~reflect ~~commercial quantities~~events ofor ~~ore~~circumstances onoccurring ~~our~~after ~~mineral claims with~~ the ~~result~~date ~~that~~of ~~our~~such ~~ability to fund future exploration activities may be impeded~~statements.

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.11

~~Our~~Such ~~shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934~~estimates, ~~which~~projections ~~imposes~~or ~~additional~~other ~~sales practice~~"forward-looking ~~requirements~~statements" oninvolve ~~broker/dealers~~various ~~who~~risks ~~sell~~and ~~our~~uncertainties ~~securities~~as inoutlined ~~this offering or in the aftermarket~~below. InWe ~~particular,~~caution ~~prior~~readers toof ~~selling~~this aquarterly ~~penny~~report ~~stock, broker/dealers must give the prospective customer a risk disclosure document~~ that: ~~contains~~important afactors ~~description of the nature and level of risk~~ in ~~the~~some ~~market~~cases ~~for penny~~have ~~stocks~~affected ~~in both public offerings~~ and, ~~secondary~~in ~~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 brieffuture, ~~clear, narrative~~could ~~description~~materially ofaffect aactual ~~dealer~~results ~~market, including "bid"~~ and ~~"ask"~~cause ~~prices~~actual ~~for penny~~results ~~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~~differ ~~15(A)(i);~~materially ~~defines~~from ~~significant terms used in~~ the ~~disclosure~~ ~~document~~results orexpressed in ~~the~~any ~~conduct of trading in penny stocks; and contains~~ such ~~other information~~estimates, ~~and~~projections isor inother ~~such~~"forward-looking ~~form~~statements". ~~(including~~In ~~language,~~evaluating ~~type size~~us, ~~and format), as the SEC requires by rule or regulation. Further, for sales of~~ our ~~securities,~~ ~~the~~business ~~broker/dealer must make a special suitability determination~~ and ~~receive~~ ~~from~~any ~~you~~investment ~~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.~~business, ~~This~~readers ~~could~~should ~~prevent~~carefully ~~you from~~consider ~~reselling your shares and may cause~~ the ~~price~~following ~~of the shares to decline~~factors.

WeOur ~~have~~independent noauditors ~~known~~have ~~ore~~expressed ~~reserves~~substantial ~~and~~doubt weabout ~~cannot~~our ~~guarantee~~ability ~~we will~~to ~~find~~continue ~~any~~as ~~gold~~a orgoing ~~if we find gold, that production will be profitable~~concern. ~~We did not rely upon any expert advice in selecting our property for exploration.~~

WeOur ~~have~~net noloss ~~known~~since ~~ore~~inception 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~~$210,837. There wecan ~~cannot guarantee that we will~~ be ~~able~~no toassurance ~~recover the gold. Even if we recover the gold, we cannot guarantee~~ that we will ~~make~~generate asignificant ~~profit.~~revenues ~~If we cannot find gold~~ or itachieve isprofitable ~~not economical to recover the gold, we will have to cease~~ operations.

~~Our~~These ~~officer~~circumstances ~~and~~raise ~~directors~~substantial ~~will~~doubt beabout ~~devoting~~our ability to continue as a ~~small~~going ~~amount of~~concern, ~~their~~as ~~professional~~described ~~time~~in the explanatory paragraph to our ~~activities~~independent auditors' report on our financial statements for the year ended July 31, 2011, contained in our annual report on Form 10-K filed November 14, 2011.

~~Our~~Because ~~officer and directors will be devoting a small amount~~ of ~~their~~ ~~professional~~the ~~time~~unique todifficulties ~~our~~and ~~operations.~~uncertainties ~~Our~~inherent ~~management's~~in ~~lack~~mineral ofexploration ~~devotion of time may make us more vulnerable than other companies to certain risks~~ventures, ~~and~~we ~~it may~~face ~~also~~a ~~cause~~high usrisk toof ~~be more vulnerable to~~ business ~~risks associated with errors in judgment that could have been prevented by more experienced management~~failure.

~~Rain~~Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and ~~snow~~the ~~may~~high ~~make~~rate of failure of such enterprises. The likelihood of success must be considered in light of the ~~road~~problems, ~~leading~~expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to ~~our~~undertake. ~~property impassable~~These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. ~~This~~The ~~will~~expenditures ~~delay~~to ~~our~~be ~~proposed~~made by us in the exploration ~~operations~~of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and ~~could prevent~~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 ~~from~~possessing ~~working~~capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

~~While~~We wehave ~~plan~~limited tooperating ~~conduct~~history ~~our~~and ~~exploration~~losses ~~year round, it is possible~~ that ~~snow~~we orexpect ~~rain could cause roads leading~~ to ~~our~~continue ~~claims~~into tothe ~~be impassable~~future. ~~When roads are impassable, we are unable to work.~~

~~Because~~We wehave ~~are~~not ~~small~~yet ~~and~~realized doany ~~not~~revenues. We have ~~much~~limited ~~capital,~~operating ~~we must~~history ~~limit~~upon ~~our~~which ~~exploration~~an ~~and~~evaluation ~~consequently~~of ~~may~~our ~~not~~future ~~find~~success ~~mineralized~~or ~~material~~failure can be made. If weOur donet ~~not~~loss ~~find~~since ~~mineralized~~inception ~~material~~is $210,837. weOur ~~will~~ability ~~cease~~to ~~operations.~~achieve and maintain profitability and positive cash flow is dependent upon the following:

~~Because~~- weOur ~~are~~ability ~~small and do not have much capital, we must limit our exploration. Because we may have~~ to ~~limit~~locate ~~our~~a ~~exploration,~~profitable weresource ~~may not find mineralized material, although our~~ property ~~may contain mineralized material. If we do not find mineralized material, we will cease operations.~~;

~~Ludvik~~- ~~Rolin,~~Our aability ~~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,~~generate ~~which~~revenues; ~~will reduce the value of your shares.~~and

~~Ludvik~~- ~~Rolin,~~Our aability ~~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 April 30, 2011. Subject~~ to ~~all~~reduce ~~holding~~exploration ~~periods under applicable securities laws, he will likely sell a portion or all of his stock in the future~~costs. ~~If he does sell his stock into the market, the sales may cause the market price of the stock to drop.~~

AsBased upon current plans, we ~~face~~expect ~~intense~~to ~~competition~~incur inoperating ~~the~~losses ~~mining~~in ~~industry,~~future weperiods. This will ~~have~~happen tobecause ~~compete~~there are expenses associated with exploration of our ~~competitors~~mineral ~~for~~properties. ~~financing~~We ~~and~~may ~~for~~not ~~qualified~~be ~~managerial~~successful ~~and~~in ~~technical~~generating ~~employees~~revenues in the future. Failure to generate revenues will cause us to go out of business.

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.12

~~Trading~~If ofwe ~~our~~do ~~stock~~not ~~may~~raise beenough ~~restricted~~money byfor ~~the~~exploration ~~SEC's~~we ~~Penny~~will ~~Stock~~have ~~Regulations,~~to ~~which~~delay ~~may~~exploration ~~limit~~or ago ~~stockholder's~~out ~~ability~~of ~~to buy and sell our stock~~business.

~~The~~Once ~~U.S.~~we ~~Securities~~acquire ~~and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has~~ a ~~market~~suitable ~~price~~mineral ~~(as defined) less than $5.00 per share or an exercise price of less than $5.00 per share~~property, ~~subject~~we towill ~~certain~~need ~~exceptions. Our securities are covered by the penny stock rules, which impose~~ additional ~~sales~~financing ~~practice~~before ~~requirements~~we onare ~~broker-dealers~~able ~~who sell~~ to ~~persons~~commence ~~other~~exploration ~~than established customers and "accredited investors"~~efforts. ~~The term~~We ~~"accredited~~currently ~~investor"~~do 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~~have ~~exempt~~any ~~from~~arrangements ~~the~~for ~~rules,~~financing ~~to deliver a standardized risk disclosure document~~ in aplace 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~~such ~~penny~~eventuality ~~stock, the compensation of the broker-dealer~~ and ~~its~~we ~~salesperson~~may 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~~unable to ~~the~~raise ~~customer~~such ~~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~~financing. InIf ~~addition,~~we ~~the~~are ~~penny~~not ~~stock~~able ~~rules require that prior~~ to araise ~~transaction~~any infinancing aafter ~~penny~~acquiring ~~stock~~such ~~not otherwise exempt from these rules~~property, ~~the~~we ~~broker-dealer~~will 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~~delay ~~penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade~~ our ~~securities.~~exploration Weor ~~believe~~go ~~that~~out ~~the penny stock rules discourage investor interest in and limit the marketability~~ of, ~~our common stock~~business.

We domay not ~~expect~~have access to ~~declare~~all orof ~~pay~~the ~~any~~supplies ~~dividends~~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 ~~declared~~attempted to locate or ~~paid~~negotiate with any ~~dividends~~suppliers onof ~~our~~products, ~~common~~equipment ~~stock~~or ~~since~~materials. ~~our~~We ~~inception~~will attempt to locate products, equipment and materials once we dohave ~~not~~acquired ~~anticipate~~a ~~paying~~mineral ~~any~~property. ~~such~~If ~~dividends~~we ~~for~~cannot find the ~~foreseeable~~products ~~future~~and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

~~Anti-Takeover~~Because ~~Provisions~~of the speculative nature of exploration of mineral properties, there is no assurance that our future exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We doplan ~~not~~to ~~currently~~continue ~~have~~to acquire mineral claims. The search for valuable minerals as a ~~shareholder~~business ~~rights~~is ~~plan~~extremely risky. We can provide investors with no assurance that exploration on our future properties will establish that additional commercially exploitable reserves of gold exist. Problems such as unusual or ~~any~~unexpected ~~anti-takeover~~geological ~~provisions~~formations or other variable conditions are involved in ~~our~~exploration ~~By-laws~~and often result in exploration efforts being unsuccessful. ~~Without~~The ~~any~~additional ~~anti-takeover~~potential ~~provisions~~problems include, ~~there~~but isare nonot ~~deterrent~~limited ~~for~~to, aunanticipated ~~take-over~~problems ofrelating ~~our~~to ~~company,~~exploration ~~which~~and attendant additional costs and expenses that may exceed current estimates. These risks may result in aus ~~change~~being inunable to establish the presence of additional commercial quantities of ore on our ~~management~~mineral ~~and directors~~claims with the result that our ability to fund future exploration activities may be impeded.

~~Our~~Because ~~By-laws~~the ~~contain~~SEC ~~provisions~~imposes ~~indemnifying~~additional ~~our~~sales ~~officer~~practice ~~and~~requirements ~~directors~~on ~~against~~brokers ~~all~~who ~~costs~~deal in our shares that are penny stocks, ~~charges~~some ~~and~~brokers ~~expenses~~may ~~incurred~~be byunwilling 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 ~~By-laws~~shares ~~contain~~qualify ~~provisions~~as ~~with~~penny ~~respect~~stocks toand are covered by Section 15(g) of the ~~indemnification~~Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our ~~officer~~securities ~~and~~in ~~directors~~this ~~against~~offering ~~all~~or ~~costs~~in the aftermarket. In particular, ~~charges~~prior ~~and~~to ~~expenses~~selling a penny stock, ~~including~~broker/dealers anmust ~~amount~~give ~~paid~~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 ~~settle~~the ancustomer ~~action~~and of the rights and remedies available to the customer with respect to violations of such duties or ~~satisfy~~other requirements of Federal securities laws; contains a ~~judgment~~brief, ~~actually~~clear, ~~and~~narrative ~~reasonably~~description ~~incurred~~of bya ~~him~~dealer market, including an"bid" ~~amount~~and ~~paid~~"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 ~~settle~~section an15(A)(i); ~~action~~defines significant terms used in the disclosure document or ~~satisfy~~in athe ~~judgment~~conduct of trading in apenny ~~civil~~stocks; and contains such other information, ~~criminal~~and oris ~~administrative~~in ~~action~~such form (including language, type size, and format), as the SEC requires by rule or ~~proceeding~~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 ~~which~~you. heBecause of the imposition of the foregoing additional sales practices, it is ~~made~~possible that brokers will not want to make a ~~party~~market byin ~~reason~~our ofshares. ~~his~~This ~~being~~could orprevent ~~having~~you ~~been~~from ~~one~~reselling your shares and may cause the price of ~~our~~the ~~directors~~shares orto ~~officer~~decline.

~~Volatility~~We ofhave ~~Stock~~no ~~Price~~known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable.

~~Our~~We ~~common~~currently ~~shares~~have ~~are~~no ~~not~~mineral ~~currently publicly traded~~properties. We Indid ~~the~~not ~~future,~~identify ~~the~~any ~~trading~~gold ~~price~~on of our ~~common~~prior ~~shares~~properties ~~may~~and bewe ~~subject~~cannot toguarantee ~~wide~~that ~~fluctuations.~~we ~~Trading~~will ~~prices~~find ofany ~~the~~gold ~~common~~on ~~shares~~our ~~may~~future ~~fluctuate~~properties. inEven ~~response~~if towe afind ~~number~~that ofthere ~~factors,~~is ~~many~~gold ofon ~~which~~a ~~will be~~property, ~~beyond~~we ~~our~~cannot ~~control.~~guarantee Inthat ~~addition,~~we ~~the~~will ~~stock~~be ~~market~~able into ~~general,~~recover ~~and~~ the ~~market~~gold. Even ~~for~~if ~~software~~we ~~technology~~recover ~~companies~~the ~~in particular~~gold, ~~has~~we ~~experienced~~cannot ~~extreme~~guarantee ~~price and volume fluctuations~~ that ~~have~~we ~~often~~will ~~been~~make ~~unrelated~~a ~~or disproportionate to the operating performance of such companies~~profit. If ~~Market~~we ~~and~~cannot ~~industry~~find ~~factors~~gold ~~may~~or ~~adversely~~it ~~affect~~is ~~the~~not ~~market~~economical ~~price~~to ofrecover the ~~common shares~~gold, ~~regardless~~we ofwill ~~our~~have ~~operating~~to ~~performance~~cease operations.

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.13

~~Item~~Our 2.officer ~~Unregistered~~and ~~Sales~~directors ofwill ~~Equity~~be ~~Securities~~devoting ~~and~~a ~~Use~~small amount of ~~Proceeds~~their professional time to our activities.

~~None~~Our officer and director 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.

~~Item~~Ludvik 3Rolin, our former director, owns a total of 2,000,000 shares of our company. ~~Defaults~~He ~~Upon~~may ~~Senior~~sell ~~Securities~~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.

~~None~~Ludvik Rolin, our former officer and director own a total of 2,000,000 shares of stock, which is 57% of the issued and outstanding number of shares, as of December 14, 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.

~~Item~~As 4.we ~~Submission~~face ofintense ~~Matters~~competition in the mining industry, we will have to acompete ~~Vote~~with ofour ~~Security~~competitors ~~Holders~~for financing and for qualified managerial and technical employees.

~~None~~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.

~~Item~~Trading 5.of ~~Other~~our ~~Information~~stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

~~None~~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.

~~Item 6. Exhibits.~~14

~~Exhibits~~We ~~Required~~do bynot ~~Item~~expect ~~601~~to ofdeclare ~~Regulation~~or ~~S-B~~pay any dividends.

~~Exhibit~~We ~~Number/Description~~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.

~~(3) Charter and By~~Anti-~~laws~~Takeover 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 CruzProvisions

~~SIGNATURES~~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.

~~Pursuant~~Our toBy-laws ~~the~~contain ~~requirements~~provisions ofindemnifying ~~Section~~our 13officer orand ~~15(d)~~directors ofagainst ~~the Securities~~all ~~Exchange Act of 1934~~costs, ~~the~~charges ~~registrant~~and ~~has~~expenses ~~duly~~incurred ~~caused this report to be signed on its behalf~~ by ~~the undersigned, thereunto duly authorized~~them.

~~VICTORY~~Our ~~EAGLE~~By-laws ~~RESOURCES~~contain ~~CORP. By:~~provisions ~~/s/~~with ~~Angel Cruz Angel~~respect ~~Cruz~~to the indemnification of our officer and directors against all costs, ~~President~~charges and expenses, ~~Secretary~~including an amount paid to settle an action or satisfy a judgement, ~~Treasurer~~actually and ~~Director(Principal~~ ~~Executive~~reasonably ~~Officer~~incurred by him, ~~Principal~~including ~~Financial~~an ~~Officer~~amount ~~and Principal~~paid ~~Accounting~~to ~~Officer)Date:~~settle ~~June~~an 20action or satisfy a judgement in a civil, ~~2011~~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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

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 Angel Cruz

(32) Section 906 Certification

32.1 Certification of Angel Cruz

101.INS **	XBRL Instance Document

101.SCH **	XBRL Taxonomy Extension Schema Document

101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **	XBRL Taxonomy Extension Label Linkbase Document

101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

Date: December 14, 2011	By:	/s/ Angel Cruz
		Angel Cruz, President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · VICTORY EAGLE RESOURCES CORP.