UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

~~Form~~SECURITIES ~~10-K~~AND EXCHANGE COMMISSION

~~(Mark~~Washington, ~~One)~~D.C. 20549

~~[X]~~FORM ~~ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 10-K

~~For~~x ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~July~~SECTION ~~31,~~13 ~~2011~~ OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[_]~~For ~~TRANSITION~~the ~~REPORT~~fiscal ~~UNDER~~year ~~SECTION~~ended July 1331, ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ 2012

~~For~~o ~~the~~TRANSITION ~~transition~~REPORT ~~period~~UNDER ~~from~~SECTION ~~[ ]~~13 toOR ~~[ ]~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ _____ ] to [ _____ ]

Commission file number 333-119546

VICTORY EAGLE RESOURCES CORP.

(Name of registrant in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)
1 Yonge Street, Suite 1801, Toronto, ON		M5E 1W7
(Address of principal executive offices)		(Zip Code)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Issuer's telephone number (647) 238-7383

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Nil		Nil

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001

(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ 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 Smaller reporting company x (Do not check if a smaller reporting company) ~~Smaller reporting company [X]~~

~~Check~~Indicate ifby ~~there~~check ismark noif disclosure of delinquent filers ~~in response~~pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained ~~in this form~~herein, and ~~no disclosure~~ will not be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[_]~~ x

Our shares are quoted on the Over-the-Counter Bulletin Board under the symbol “VERC”. Based on the last sale price of our shares in October 2011 of $0.25, our aggregate market value is $~~873~~903,735.

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

3,~~494~~614,940 common shares are issued and outstanding as of ~~November~~ 10October 29, ~~2011~~2012.

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

PART I

~~Item~~Cautionary 1.Statement ~~Description~~Regarding ofForward-looking ~~Business.~~Information

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable ~~law,~~laws including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Victory Eagle" mean Victory Eagle Resources Corp., unless otherwise indicated.

~~Corporate~~ITEM ~~History~~1. BUSINESS

WeCorporate were incorporated in the State of Nevada on March 18, 2004. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at Suite 880-50 West Liberty Street, Reno, Nevada 89501, and our business office is located at 1 Yonge Street, Suite 1801, Toronto, ON. History

~~Other~~We ~~than~~were asincorporated ~~set~~in ~~out~~the ~~herein,~~State weof ~~have~~Nevada ~~not~~on ~~been~~March ~~involved~~18, 2004. We are engaged in ~~any bankruptcy,~~the ~~receivership~~acquisition orand ~~similar~~exploration ~~proceedings,~~of ~~nor~~mining ~~have~~properties. weWe ~~been~~maintain aour ~~party~~statutory toregistered ~~any material~~agent's ~~reclassification,~~office ~~merger,~~at ~~consolidation~~Suite or880-50 ~~purchase~~West orLiberty ~~sale~~Street, ofReno, ~~a significant~~Nevada ~~amount~~89501, ofand ~~assets~~our ~~not~~business inoffice ~~the~~is ~~ordinary~~located ~~course~~at of1 ~~our~~Yonge ~~business.~~Street, Suite 1801, Toronto, ON.

~~Our~~Other ~~Current~~than ~~Business~~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.

WeOur ~~are~~Current 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. Business

~~During~~We ~~the~~are ~~year~~an ~~ended~~exploration ~~July~~stage ~~31,~~resource ~~2009~~company, ~~all~~and ~~mineral~~are ~~property options~~primarily ~~owned~~engaged byin the ~~Company~~exploration ~~expired~~for and development in the properties in which we have acquired interests. AnWe ~~impairment~~do ~~charge~~not ofcurrently ~~$6,500~~have ~~was recorded~~any toproperties. We ~~reflect~~are ~~this,~~actively ~~and~~pursuing isan ~~included~~acquisition inof ~~general~~a ~~and~~resource ~~administrative expenses~~property.

~~- 4 -~~ 2

~~Product~~During ~~Research~~the year ended July 31, 2009, all mineral property options owned by the Company expired. An impairment charge of $6,500 was recorded to reflect this, and ~~Development~~is included in general and administrative expenses.

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

WeOur dobusiness ~~not~~plan ~~anticipate~~is ~~that~~focused weon ~~will~~the ~~expend~~long-term ~~any~~exploration ~~significant funds on research~~ and development ~~over~~of ~~the~~our ~~next~~mineral ~~twelve months ending July 31, 2012~~properties.

~~Employees~~We do not anticipate that we will expend any significant funds on research and development over the twelve months ending July 31, 2013.

Currently there are no full time or part-time employees of our company (other than our director 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.Employees

~~Purchase~~Currently there are no full time or ~~Sale~~part-time employees of ~~Equipment~~our company (other than our director 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.

WePurchase door ~~not~~Sale ~~intend~~of ~~to purchase any significant equipment over the next twelve months ending July 31, 2012.~~ Equipment

~~Competition~~We do not intend to purchase any significant equipment over the twelve months ending July 31, 2013.

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.Competition

WeThe ~~may~~gold ~~not~~mining ~~have~~industry ~~access~~is tofragmented. ~~all~~We ofcompete ~~the~~with ~~supplies~~other ~~and~~exploration ~~materials~~companies ~~we need~~looking tofor ~~begin~~gold. ~~exploration~~We ~~that~~are ~~could~~one ~~cause~~of usthe tosmallest ~~delay~~exploration orcompanies ~~suspend~~in ~~operations~~existence. ~~Competition~~ ~~and~~We ~~unforeseen~~are ~~limited~~an ~~sources~~infinitely ofsmall ~~supplies~~participant in the ~~industry~~gold ~~could result~~mining inmarket. ~~occasional~~While ~~spot~~we ~~shortages~~compete ofwith ~~supplies,~~other ~~such~~exploration ~~as explosives~~companies, ~~and~~there ~~certain equipment~~is ~~such~~no ascompetition ~~bulldozers~~for ~~and~~the ~~excavators that we might need to conduct~~ exploration. ~~We have not attempted to locate~~ or ~~negotiate~~removal ~~with any suppliers~~ of ~~products,~~ ~~equipment~~minerals orfrom ~~materials~~our property. WeReadily ~~will~~available ~~attempt~~gold tomarkets ~~locate~~exist ~~products, equipment and materials~~ in ~~the~~Canada ~~near~~and ~~future.~~around ~~If we cannot find~~ the ~~products~~world ~~and~~for ~~equipment we need, we will have to suspend our exploration plans until we do find~~ the ~~products~~ ~~and~~sale ~~equipment~~of ~~we need~~gold.

~~Government~~We ~~Regulations~~may not have access to all of the supplies and ~~Supervision~~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 in the near future. 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.

Our future mineral exploration program will be subject to applicable rules and regulations of the jurisdiction in which we hold properties. As of July 31, 2011 and the date of this report, 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: 3

~~Locating~~Government ~~claims~~ Regulations and Supervision

~~Posting~~Our ~~claims~~ future mineral exploration program will be subject to applicable rules and regulations of the jurisdiction in which we hold properties. As of July 31, 2012 and the date of this report, 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:

~~Working~~- Locating claims

~~Reporting~~- ~~work~~Posting ~~performed~~ claims

- 5Working -claims, and

We- ~~also~~Reporting anticipate being subject to regulations similar to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. The purpose of the 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 Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of 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:~~ performed

~~Prospecting~~We ~~using~~also ~~hand-held~~anticipate ~~tools~~ being subject to regulations similar to the British Columbia Mineral Exploration Code (the "Code") that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. The purpose of the 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 Code also manages and administers exploration and development activities to ensure maximum extraction with a minimum of 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:

~~Geological~~- ~~and~~Prospecting ~~geochemical~~using ~~surveying~~ hand-held tools

~~Airborne~~- ~~geophysical~~Geological and geochemical surveying

~~Hand~~-~~trenching~~ ~~without~~Airborne ~~the~~geophysical ~~use of explosives~~ surveying

~~The~~- ~~establishment~~Hand-trenching ofwithout ~~gridlines that do not require~~ the ~~felling~~use of ~~trees~~ explosives

~~Exploration~~- ~~activities~~The ~~that~~establishment weof ~~intend~~gridlines onthat ~~carrying~~do ~~out~~not ~~which~~require ~~are subject to~~ the ~~provisions~~felling of ~~the Code are as follows:~~ trees

~~Drilling,~~- ~~trenching~~Exploration ~~and~~activities ~~excavating~~that ~~using~~we ~~machinery~~ intend on carrying out which are subject to the provisions of the Code are as follows:

~~Disturbance~~o ofDrilling, ~~the~~trenching ~~ground~~and byexcavating ~~mechanical~~using ~~means~~ machinery

~~Compliance~~o ~~with~~Disturbance ~~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,~~ground ~~nature, extent~~by ~~and~~mechanical ~~duration of the proposed exploration activities. The notice is submitted to the regional office of the Mines Branch, Energy Division.~~ means

WeCompliance ~~currently~~with dothese ~~not~~rules ~~have~~and ~~any~~regulations ~~pending~~will ~~applications~~require ~~for government~~us ~~approval~~to ofmeet ~~our~~the ~~exploration~~minimum ~~program~~annual work requirements. WeAlso, ~~only~~prior ~~require~~to ~~one~~proceeding ~~permit~~with ~~for~~ any exploration ~~and~~work wesubject ~~have~~to ~~not~~the ~~yet~~Code ~~applied~~we must apply for ita ~~since~~notice itof iswork ~~not~~permit. In this notice we will be required ~~until later~~to ~~stages~~set out the location, nature, extent and duration of the proposed exploration (iactivities.e. ~~drilling).~~The Wenotice ~~estimate~~is ~~that~~submitted ~~this~~to ~~exploration permit~~the ~~can~~regional beoffice ~~obtained~~of ~~within~~the 2Mines ~~weeks.~~Branch, Energy Division.

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

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: 4

~~Health~~Environmental ~~and Safety~~ Law

~~Archaeological~~The ~~Sites~~ 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:

~~Exploration~~- ~~Access~~Health and Safety

- 6Archaeological -Sites, and

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

We ~~anticipate~~are noresponsible ~~discharge~~to ofprovide ~~water~~a ~~into~~safe ~~active~~working ~~stream~~environment, ~~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.~~not ~~All~~disrupt ~~holes~~archaeological sites, ~~pits~~ and ~~shafts will be sealed upon abandonment of the property. It is difficult~~ to ~~estimate~~conduct ~~the cost of compliance with the environmental law since the full nature and extent of~~ our ~~proposed~~ activities ~~cannot~~to beprevent ~~determined~~unnecessary ~~until~~damage weto ~~start~~the ~~our operations and we know what that will involve from an environmental standpoint~~property.

~~RISK~~We ~~FACTORS~~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.

~~Much~~ITEM ~~of the information included in this current report includes or is based upon estimates, projections or other "forward looking statements"~~1A. ~~Such~~RISK 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. FACTORS

~~Such~~Much of the information included in this current report includes or is based upon estimates, projections or other "forward looking statements". Such ~~involve~~forward ~~various~~looking ~~risks~~statements ~~and~~include ~~uncertainties~~any asprojections ~~outlined~~or ~~below.~~estimates ~~We caution~~made ~~the~~by ~~reader~~us ~~that~~and ~~important~~our ~~factors~~management in ~~some~~connection ~~cases~~with ~~have~~our ~~affected~~business ~~and~~operations. While these forward-looking statements, ~~in the~~and ~~future~~any assumptions upon which they are based, ~~could~~are ~~materially~~made ~~affect~~in ~~actual~~good ~~results~~faith and ~~cause~~reflect our current judgment regarding the direction of our business, actual results ~~to differ~~will ~~materially~~almost ~~from~~always ~~the~~vary, ~~results~~sometimes ~~expressed~~materially, infrom any ~~such~~ estimates, predictions, projections , assumptions or other ~~"forward~~future ~~looking~~performance ~~statements".~~suggested herein.

~~Our~~Such ~~common~~estimates, ~~shares~~projections ~~are~~or ~~considered~~other ~~speculative~~"forward ~~during~~looking ~~the development~~statements" ofinvolve ~~our~~various ~~new~~risks ~~business~~and ~~operations.~~uncertainties ~~Prospective~~as ~~investors~~outlined ~~should consider~~below. We ~~carefully~~caution the ~~risk~~reader that important factors ~~set~~in ~~out~~some ~~below.~~cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our ~~independent~~common ~~auditors~~shares ~~have~~are ~~expressed~~considered ~~substantial~~speculative ~~doubt about~~during the development of our ~~ability~~new tobusiness ~~continue~~operations. Prospective asinvestors ashould ~~going~~consider ~~concern~~carefully the risk factors set out below.

Our ~~net~~independent ~~loss~~auditors ~~since~~have ~~inception~~expressed issubstantial ~~$202,692.~~doubt ~~There~~about ~~can~~our beability ~~no assurance~~to ~~that~~continue ~~will~~as ~~generate~~a ~~significant~~going ~~revenues or achieve profitable operations~~concern.

~~These~~Our ~~circumstances~~net ~~raise~~loss ~~substantial~~since ~~doubt~~inception ~~about~~is ~~our ability to continue as a going concern~~$239,482. There ascan ~~described~~be inno ~~the~~assurance ~~explanatory~~that ~~paragraph~~will togenerate ~~our independent~~significant ~~auditors'~~revenues ~~report~~or onachieve ~~our~~profitable ~~financial statements for the year ended July 31, 2011, which are included in this annual report on Form 10-K~~operations.

~~Because~~These ofcircumstances ~~the~~raise ~~unique~~substantial ~~difficulties~~doubt ~~and~~about ~~uncertainties inherent~~our ability to continue as a going concern, as described in ~~mineral~~the ~~exploration~~explanatory ~~ventures~~paragraph to our independent auditors' report on our financial statements for the year ended July 31, we2012, ~~face~~which aare ~~high~~included ~~risk~~in ofthis ~~business failure~~annual report on Form 10-K.

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.5

-Because 7of -the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

WePotential ~~have~~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 ~~operating~~to, ~~history~~unanticipated problems relating to exploration, and ~~losses~~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 ~~expect~~ may decide to ~~continue~~abandon ~~into~~our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the ~~future~~time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

We have ~~not yet realized any revenues. We have~~ limited operating history ~~upon~~and ~~which~~losses anthat ~~evaluation~~we ofexpect ~~our future success or failure can be made. Our net loss since inception is $202,692. Our ability~~ to ~~achieve~~continue ~~and maintain~~into ~~profitability and positive cash flow is dependent upon~~ the ~~following:~~ 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 $239,482. Our ability to ~~locate~~achieve aand ~~profitable~~maintain ~~resource~~profitability ~~property;~~ and positive cash flow is dependent upon the following:

- Our ability to ~~generate~~locate ~~revenues;~~a ~~and~~ profitable resource property;

- Our ability to ~~reduce~~generate ~~exploration~~revenues; ~~costs.~~ and

~~Based~~- ~~upon~~Our ~~current~~ability ~~plans, we expect~~ to ~~incur~~reduce ~~operating losses in future periods. This will happen because there are expenses associated with~~ exploration ~~of our mineral properties~~costs. ~~We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.~~

IfBased upon current plans, we doexpect ~~not~~to ~~raise~~incur ~~enough~~operating ~~money~~losses ~~for~~in ~~exploration~~future weperiods. This will ~~have~~ tohappen ~~delay~~because there are expenses associated with exploration orof 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.

~~Once~~If we ~~acquire a suitable mineral property, we will need additional financing before we are able to commence exploration efforts. We currently~~ do not ~~have~~raise ~~any~~enough ~~arrangements~~money for ~~financing~~exploration ~~in place for such eventuality and~~ we ~~may be unable to raise such financing. If we are not able to raise any financing after acquiring such property, we~~ will have to delay ~~our~~ exploration or go out of business.

Once we acquire a suitable mineral property, we will need additional financing before we are able to commence exploration efforts. We ~~may~~currently do not have ~~access~~any toarrangements ~~all~~for offinancing ~~the~~in ~~supplies~~place for such eventuality and ~~materials~~ we ~~need~~may be unable to ~~begin~~raise ~~exploration~~such ~~that~~financing. ~~could~~If ~~cause~~we usare not able to raise any financing after acquiring such property, we will have to delay our exploration or ~~suspend operations~~go out of business.

~~Competition~~We ~~and~~may ~~unforeseen~~not ~~limited~~have ~~sources~~access ofto ~~supplies~~all inof the ~~industry~~ ~~could result in occasional spot shortages of~~ supplies, ~~such as explosives,~~ and ~~certain~~materials ~~equipment such as bulldozers and excavators that~~ we ~~might~~ need to ~~conduct~~begin exploration. Wethat ~~have~~could ~~not~~cause ~~attempted~~us to ~~locate~~delay or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials once we have acquired a mineral property. 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~~operations.

~~Because~~Competition and unforeseen limited sources of supplies in the ~~speculative~~industry ~~nature~~could ofresult ~~exploration~~in occasional spot shortages of ~~mineral~~ ~~properties~~supplies, ~~there~~such isas noexplosives, ~~assurance~~and certain equipment such as bulldozers and excavators that ~~our~~we ~~future~~might need to conduct exploration. ~~activities will~~We ~~result~~have innot ~~the~~attempted ~~discovery~~to oflocate ~~new~~or ~~commercially~~negotiate ~~exploitable~~with ~~quantities~~any suppliers of ~~minerals~~ products, equipment or materials. We will attempt to locate products, equipment and materials once we have acquired a mineral property. 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.

We plan to continue to acquire mineral claims. The search for valuable minerals as a business is 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 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. 6

-Because 8of -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.

~~Because~~We ~~the~~plan ~~SEC~~to ~~imposes~~continue ~~additional~~to ~~sales~~acquire ~~practice requirements~~mineral onclaims. ~~brokers~~The ~~who~~search ~~deal~~for invaluable minerals as a business is extremely risky. We can provide investors with no assurance that exploration on our ~~shares~~future properties will establish that additional commercially exploitable reserves of gold exist. Problems such as unusual or unexpected geological formations or other variable conditions are ~~penny~~involved ~~stocks~~in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, ~~some brokers~~but ~~may~~are benot ~~unwilling~~limited to, ~~trade~~unanticipated ~~them.~~problems ~~This~~relating ~~means~~to exploration and attendant additional costs and expenses that ~~you~~may exceed current estimates. These risks may ~~have~~result ~~difficulty~~ in ~~reselling~~us ~~your~~being ~~shares~~unable ~~and~~to ~~may~~establish ~~cause~~ the ~~price~~presence of additional commercial quantities of ore on our mineral claims with the ~~shares~~result that our ability to ~~decline~~fund future exploration activities may be impeded.

~~Our~~Because ~~shares qualify as penny stocks and are covered by Section 15(g) of~~ the ~~Securities~~SEC ~~Exchange Act of 1934, which~~ imposes additional sales practice requirements on ~~broker/dealers~~brokers who ~~sell~~deal ~~our securities~~ in ~~this~~our ~~offering or~~shares ~~in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document~~ that: ~~contains~~are ~~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~~some ~~description~~brokers ofmay abe ~~dealer~~unwilling 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~~trade 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 regulationthem. ~~Further,~~This ~~for~~means ~~sales~~that ~~of our securities, the broker/dealer must make a special suitability determination and receive from~~ you amay ~~written~~have ~~agreement~~difficulty ~~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.

WeOur ~~have~~shares noqualify ~~known~~as ~~ore~~penny ~~reserves~~stocks and weare ~~cannot~~covered ~~guarantee~~by ~~we will~~Section ~~find~~15(g) ~~any~~of ~~gold~~the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or ifin wethe ~~find~~aftermarket. ~~gold~~In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: ~~production~~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 ~~be profitable~~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 ~~currently~~ have no known ore reserves ~~or mineral properties. We did not identify any gold on our prior properties~~ and we cannot guarantee ~~that~~ we will find any gold onor ~~our future properties. Even~~ if we find ~~that there is~~ gold ~~on a property~~, ~~we cannot guarantee~~ that weproduction will be ~~able to recover the gold~~profitable. ~~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~~We ~~officer~~currently have no known ore reserves or mineral properties. We did not identify any gold on our prior properties and ~~directors~~we cannot guarantee that we will befind ~~devoting~~any gold on our future properties. Even if we find that there is gold on a ~~small~~property, ~~amount of~~we ~~their~~cannot ~~professional~~guarantee ~~time~~that we will be able to ~~our~~recover ~~activities~~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 ~~director~~directors will be devoting a small amount of their professional time to our ~~operations~~activities. 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.

~~Ludvik~~Our ~~Rolin,~~officer ~~our~~and ~~former~~ director, ~~owns~~will be devoting a ~~total~~small amount of ~~2,000,000~~ ~~shares~~their ofprofessional time to our ~~company~~operations. HeOur ~~may~~management's ~~sell~~lack ~~some~~of devotion of ~~his~~time ~~shares~~may inmake ~~the~~us ~~future~~more vulnerable than other companies to certain risks, ~~which~~ ~~could~~and ~~cause~~it ~~the~~may ~~price~~also ofcause ~~our~~us ~~common~~to ~~stock~~be more vulnerable to ~~fall,~~business ~~which~~risks ~~will~~associated ~~reduce~~with ~~the value~~errors ofin ~~your~~judgment ~~shares~~that could have been prevented by more experienced management.

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 November 10, 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. 7

-Ludvik 9Rolin, -our former director, owns a total of 2,000,000 shares of our company. He may sell some of his shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.

AsLudvik weRolin, ~~face~~our ~~intense~~former ~~competition~~officer inand director own a total of 2,000,000 shares of stock, which is 55.33% of the ~~mining~~issued ~~industry~~and outstanding number of shares as of the date of this report. Subject to all holding periods under applicable securities laws, we he will ~~have~~likely tosell ~~compete~~a ~~with~~portion ~~our~~or ~~competitors~~all ~~for~~of ~~financing~~his ~~and~~stock ~~for~~in ~~qualified managerial~~the ~~and~~future. ~~technical~~If ~~employees~~he does sell his stock into the market, the sales may cause the market price of the stock to drop.

~~The~~As ~~mining~~we ~~industry~~face isintense ~~intensely~~competition ~~competitive~~ in ~~all~~the ~~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~~industry, we ~~may~~will behave ~~unable~~ to ~~acquire additional attractive mining claims or financing on terms we consider acceptable. We also~~ compete with ~~other~~ ~~mining~~our ~~companies~~competitors infor ~~the~~financing ~~recruitment~~ and ~~retention~~for 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~~The mining industry is intensely competitive in all of ~~our~~its ~~stock~~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 ~~restricted~~unable byto acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the ~~SEC's~~recruitment ~~Penny Stock~~and ~~Regulations~~retention ~~which~~of ~~may~~qualified ~~limit~~managerial aand ~~stockholder's~~technical ~~ability~~employees. If we are unable to ~~buy~~successfully ~~and~~compete ~~sell~~for financing or for qualified employees, our ~~stock~~ exploration and development programs may be slowed down or suspended.

~~The~~Trading ~~U.S.~~of ~~Securities~~our ~~and Exchange Commission has adopted regulations which generally define "penny~~ stock" tomay be ~~any~~restricted ~~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.~~Penny ~~The~~Stock ~~bid~~Regulations ~~and~~which ~~offer~~may ~~quotations,~~limit 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 purchaserstockholder'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~~buy ~~our securities. We believe that the penny stock rules discourage investor interest in~~ and ~~limit~~sell ~~the marketability of,~~ our ~~common~~ stock.

WeThe doU.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 ~~expect~~otherwise exempt from the rules, to ~~declare~~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 ~~pay~~in ~~any dividends~~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 ~~have~~do not ~~declared~~expect orto ~~paid~~declare ~~any~~or ~~dividends~~pay ~~on our common stock since our inception, and we do not anticipate paying~~ any ~~such~~ dividends ~~for the foreseeable future~~.

~~Anti-Takeover~~We ~~Provisions~~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.

~~We do not currently have a shareholder rights plan or any anti~~Anti-~~takeover~~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.~~ Provisions

~~Our~~We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without ~~contain~~any anti-takeover provisions, ~~indemnifying~~there ~~our~~is ~~officer and~~no ~~directors~~deterrent ~~against~~for ~~all~~a ~~costs~~take-over of our company, ~~charges~~which ~~and~~may ~~expenses~~result ~~incurred~~in bya ~~them~~change in our management and directors.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgement in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer. 8

Our By-laws 10contain -provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

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

~~Our~~Volatility ~~common shares are not currently publicly traded. In the future, the trading price~~ of ~~our~~Stock ~~common shares may be subject to wide fluctuations~~Price. 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.

Our common shares are not currently publicly traded. In the ~~past~~future, ~~following~~the ~~periods~~trading price of ~~volatility~~our incommon ~~the~~shares ~~market price~~may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a ~~company's~~number ~~securities~~of factors, ~~securities~~many ~~class-action~~of ~~litigation~~which ~~has~~will ~~often been~~be ~~instituted.~~beyond ~~Such~~our ~~litigation~~control. In addition, ifthe ~~instituted~~stock market in general, ~~could~~and ~~result~~the market for mining companies in ~~substantial costs~~particular, has experienced extreme price and avolume ~~diversion~~fluctuations that have often been unrelated or disproportionate to the operating performance of ~~management's~~such ~~attention~~companies. Market and ~~resources.~~industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

~~Item~~In 2the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such ~~Description~~litigation, if instituted, could result in substantial costs and a diversion of ~~Property~~management's attention and resources.

~~Our~~ITEM ~~administrative mailing office is located at 1 Yonge Street, Suite 1801, Toronto, ON, M5E 1W7~~1B. WeUNRESOLVED ~~currently~~STAFF ~~do not have any exploration properties.~~ COMMENTS

~~Item 3~~None. ~~Legal Proceedings.~~

WeITEM ~~know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation~~2. ~~There are no proceedings in which any of our directors, officer or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.~~ PROPERTIES

~~Item~~Our 4.administrative ~~Submissions~~mailing ofoffice ~~Matters~~is tolocated aat ~~Vote~~1 ofYonge ~~Security~~Street, ~~Holders~~Suite 1801, Toronto, ON, M5E 1W7. We currently do not have any mineral exploration properties.

~~There~~ITEM ~~were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended July 31, 2011~~3. LEGAL PROCEEDINGS

~~PART~~We IIknow of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officer or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

~~Item~~ITEM 54. ~~Market~~MINE ~~for~~SAFETY ~~Common Equity and Related Stockholder Matters.~~DISCLOSURES

~~There~~Not ~~is currently no market for our common stock~~applicable.

~~As of November 10, 2011 there were 50 shareholders and 3,494,940 shares outstanding.~~9

~~There~~PART are no outstanding options or warrants to purchase, or securities convertible into, our common shares. All of our issued and outstanding shares can be sold pursuant to Rule 144 of the Securities Act of 1933. II

WeITEM ~~have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future~~5. ~~Although~~MARKET ~~there~~FOR ~~are no~~REGISTRANT’S ~~restrictions~~COMMON ~~that limit the ability to pay dividends on our common shares~~EQUITY, ~~our~~ ~~intention~~RELATED isSTOCKHOLDER toMATTERS ~~retain~~AND ~~future~~ISSUER ~~earnings~~PURCHASES ~~for~~OF ~~use~~EQUITY ~~in our operations and the expansion of our business.~~ SECURITIES

-There 11is -currently no market for our common stock.

~~Recent~~As ~~Sales~~of the date of ~~Unregistered~~this ~~Securities~~report there were 51 shareholders and 3,614,940 shares outstanding.

OnThere ~~October~~are ~~26,~~no ~~2011,~~outstanding ~~the~~options ~~Company~~or ~~received~~warrants ~~$25~~to purchase,~~000~~ ~~from subscriptions~~or ~~for~~securities ~~100~~convertible into,~~000~~ our common shares. All atof ~~$0.25~~our ~~per~~issued ~~share.~~and ~~The~~outstanding shares ~~were~~can be sold to ~~non-U.S. persons~~ pursuant to ~~the~~Rule ~~provisions~~144 of ~~Regulation S of~~ the Securities Act of 1933.

~~Equity~~We ~~Compensation~~have ~~Plan~~not ~~Information~~declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.

WeRecent ~~currently~~Sales doof ~~not~~Unregistered ~~have any stock option or equity plans.~~ Securities

~~Item~~On 6November 10, 2011, the Company issued 100,000 common shares at $0.25 ~~Selected~~for ~~Financial~~gross ~~Data~~proceeds of $25,000.

~~Not~~On ~~required~~April ~~for~~27, ~~smaller~~2012, ~~reporting~~the ~~companies~~Company issued 120,000 common shares at $0.25 per share for gross proceeds of $30,000.

~~Item~~The 7above shares were sold to non-U.S. ~~Management's~~persons ~~Discussion~~pursuant ~~and~~to ~~Analysis~~the orprovisions ~~Plan~~of Regulation S of ~~Operation~~the Securities Act of 1933.

~~Overview~~Equity Compensation Plan Information

~~You~~We ~~should~~currently ~~read~~do ~~the~~not ~~following~~have ~~discussion~~any ofstock ~~our~~option ~~financial condition~~or ~~and~~equity results of operations together with the consolidated audited financial statements and the notes to consolidated audited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans~~, estimates and beliefs~~. ~~Our actual results could differ materially from those anticipated in these forward-looking statements.~~

~~Plan~~ITEM of6. ~~Operations~~SELECTED FINANCIAL DATA

~~Cash~~Not ~~Requirements~~required for smaller reporting companies.

~~Over~~ITEM ~~the twelve months ending July 31, 2012, we plan to expend a total of approximately $140,000 in respect of acquiring new mineral properties~~7. WeMANAGEMENT’S ~~estimate~~DISCUSSION ~~that~~AND weANALYSIS ~~will~~OF ~~also~~FINANCIAL ~~require~~CONDITION ~~working~~AND ~~capital~~RESULTS ~~of approximately~~OF ~~$40,000 over the twelve months ending July 31, 2012.~~ OPERATIONS

Based on our current plan of operations, we will require funds to commence exploration operations on any properties we may acquire. 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. Overview

~~There~~You ~~are~~should noread ~~assurances~~the ~~that~~following wediscussion ~~will~~of beour ~~able~~financial tocondition ~~obtain additional~~and ~~funds~~results ~~required~~of ~~for~~operations ~~our~~together ~~continued~~with ~~operations.~~the Inaudited ~~such~~financial ~~event~~statements ~~that~~and wethe ~~do not~~notes ~~raise~~to ~~sufficient~~audited ~~additional~~financial ~~funds~~statements byincluded ~~secondary~~elsewhere ~~offering~~in orthis ~~private placement,~~filing weprepared ~~will~~in ~~consider~~accordance ~~alternative~~with ~~financing~~accounting ~~options,~~principles ifgenerally ~~any,~~accepted orin bethe ~~forced to~~United ~~scale~~States. This ~~down~~discussion orcontains ~~perhaps~~forward-looking ~~even~~statements ~~cease~~that reflect our ~~operations~~plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.

~~- 12 -~~ 10

~~Over~~Plan ~~the~~of ~~twelve months ending July 31, 2012 we intend to use all available funds as follows:~~ Operations

~~Estimated~~Over ~~Funding~~the ~~Required~~twelve ~~During~~months ending July 31, 2013, 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 $40,000 over the ~~Next~~twelve ~~Twelve~~months ~~Months~~ ending July 31, 2013.

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

~~Financial~~There ~~Condition~~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, ~~Liquidity~~we ~~and~~will ~~Capital~~consider ~~Resources~~ alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

~~Since~~Over ~~inception~~the ontwelve ~~March~~months ~~18,~~ending ~~2004~~July 31, 2013 we ~~have~~intend ~~been~~to ~~engaged~~use ~~in exploration~~all ~~and~~available ~~acquisition~~funds ofas ~~mineral properties. Our principal capital resources have been acquired through a shareholder loan and the issuance of common stock.~~ follows:

At July 31, 2011, we had a working capital deficit of $57,209 compared to a working capital deficit of $43,539 at July 31, 2010.

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

AtFinancial ~~July 31~~Condition, ~~2011,~~Liquidity ~~our total assets of $2,893 consist of cash~~ and ~~prepaid~~Capital ~~expenses. This compares with our assets at July 31, 2010 of $6,931which consisted of cash and prepaid expenses.~~ Resources

AtSince ~~July~~inception 31on March 18, ~~2011~~2004, ~~our~~we ~~total~~have ~~liabilities~~been ~~were~~engaged ~~$60,102~~in ~~compared to~~exploration ~~our~~and ~~liabilities~~acquisition of ~~$50,470~~mineral asproperties. atOur ~~July~~principal ~~31,~~capital ~~2010.~~resources have been acquired through a shareholder loan and the issuance of common stock.

WeAt ~~have~~July ~~had~~31, no2012, ~~revenues~~we ~~from~~had ~~inception.~~a ~~There~~working ~~is currently insufficient~~ capital todeficit ~~acquire~~of ~~mineral properties. A former director~~$38,999 ~~Ludvik Rolin~~compared ~~has~~to ~~loaned~~a usworking ~~funds.~~capital ~~Mr.~~deficit ~~Rolin~~of ~~has loaned us~~ $2657,~~500~~209 ~~for~~at ~~the partial~~July ~~payment of costs associated with general and administrative expenses. If we do not successfully raise $180~~31,~~000,~~ ~~we will not be able to fully implement our business plan~~2011. ~~There is no guarantee we will be able to do this.~~

WeAt ~~have~~July no31, ~~notes~~2012, ~~payable~~our ortotal ~~long-term~~asset ~~debt~~of $16,147 ~~other~~consists ~~than~~of ~~the~~ cash balance of $2616,~~500~~147. ~~owing~~This tocompares with our ~~former~~assets ~~director~~at July 31, ~~Ludvik~~2011 ~~Rolin~~of $2,893 ~~and~~which ~~associated~~consisted of cash of $192,~~422~~343 ~~in accrued~~and ~~interest.~~prepaid expenses of $550.

~~Results~~At July 31, 2012, our total liabilities were $55,146 compared to our liabilities of ~~Operations.~~$60,102 as at July 31, 2011.

We ~~posted~~have ~~losses~~had ofno ~~$39,790~~revenues ~~for~~from ~~the~~inception. ~~year~~There ~~ended~~is ~~July~~currently ~~31,~~insufficient ~~2011, losses~~capital ofto ~~$27,870~~acquire ~~for~~mineral ~~the~~properties. A ~~year~~former ~~ended~~director, ~~July~~Ludvik ~~31,~~Rolin ~~2010,~~has ~~and~~loaned ~~losses~~us offunds. Mr. ~~$202,692~~Rolin ~~since inception~~has toloaned ~~July~~us 31$26,500 ~~2011. Operating expenses~~ for the ~~year~~partial ~~ended~~payment ~~July~~of ~~31,~~costs ~~2011 were~~associated ~~$37,118~~with ~~compared~~general toand ~~$25,198~~administrative ~~in 2010~~expenses. As ~~Significant~~of ~~increases~~the ~~were~~date ~~in professional fees~~ of ~~$19,720~~this ~~in 2010 to $28~~report,~~045~~ inour ~~2011,~~current asPresident ~~well~~Angel asCruz ~~consulting fees~~has ~~from~~advanced $21,~~500~~449 ~~in 2010~~ to ~~$5,280 in 2011, both resulting from additional legal services required for change of management and~~ the ~~financing in 2011~~Company.

~~Product~~During ~~Research~~the ~~and~~year ~~Development~~ended July 31, 2012 we raised $55,000 from sales of our common stocks; during the year ended July 31, 2011 we raised $26,120 from sales of our common stocks.

~~Our business plan is focused on the long-term exploration and development of our mineral properties.~~11

~~Purchase~~We ofhave ~~Significant~~no ~~Equipment~~notes payable or long-term debt, other than the $26,500 owing to our former director, Ludvik Rolin, and associated $22,094 in accrued interest.

We do not ~~intend~~currently tohave ~~purchase~~ any ~~significant~~formal ~~equipment~~commitments ~~over~~or ~~the twelve~~identified ~~months~~sources ~~ending~~of ~~July~~additional 31capital from third parties or from our officers, ~~2012~~directors or shareholders. We can provide no assurance that if we require additional financing, it will be available on favourable terms, if at all. If we are not able to raise the capital necessary to continue our business operations, we may be forced to abandon or curtail our business plan and/or suspend our business activities.

~~Employees~~Results of Operations

-We 13posted -losses of $36,790 for the year ended July 31, 2012 compared to losses of $39,790 for the year ended July 31, 2011. We have had total losses of $239,482 from inception to July 31, 2012.

~~Currently~~Operating ~~there~~expenses ~~are~~for nothe ~~full~~year ~~time~~ended orJuly ~~part-time~~31, ~~employees~~2012 ofwere ~~our company~~$34,118 ~~(other~~compared ~~than~~to ~~our~~$37,118 ~~directors~~in ~~and~~2011. ~~officer~~The ~~who,~~decrease atwas ~~present,~~largely ~~have~~due ~~not~~to ~~signed employment~~the ordecrease ~~consulting~~of ~~agreements~~professional ~~with~~fees ~~us).~~from We$33,325 doin ~~not~~2011 ~~expect~~to ~~any~~$25,412 ~~material changes~~ in ~~the~~2012 ~~number~~as ofwe ~~employees~~engaged ~~over~~more ~~the~~professional ~~next~~services 12for ~~month~~management ~~period~~change ~~(although~~during ~~we may~~2011. ~~enter~~Transfer ~~into~~agent ~~employment~~fees orincreased ~~consulting~~from ~~agreements~~$775 ~~with~~in ~~our~~2011 ~~officer~~to ~~or directors).~~$1,905 Wein do2012 ~~and~~as ~~will~~we ~~continue~~had tomore ~~outsource~~share ~~contract~~issuances ~~employment~~in ~~as needed~~2012. ~~However~~ Our corporate filing fees increased from $2,810 ifin we2011 ~~are~~to ~~successful~~$6,736 in ~~our~~2012 ~~initial~~due ~~and~~to ~~any~~the ~~subsequent~~increased ~~drilling programs~~filing werequirements ~~may~~by ~~retain~~the ~~additional~~SEC ~~employees.~~in 2012.

~~Going~~We ~~Concern~~incurred interest expense of $2,672 on note payable to our former director during each of the years ended July 31, 2012 and 2011.

~~Due~~Product toResearch ~~our being an exploration stage company~~ and not having generated revenues, in their report on the audited financial statements for the year ended July 31, 2011, our auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure. Development

~~The~~Our ~~continuation of our~~ business plan is ~~dependent~~focused ~~upon~~on usthe ~~raising additional~~long-term ~~financial~~exploration ~~support.~~and ~~The~~development ~~issuance~~ of ~~additional equity securities by us could result in a significant dilution in the equity interests of~~ our ~~current stockholders.~~mineral ~~Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments~~properties.

~~Recently~~Purchase ~~Issued~~of ~~Accounting~~Significant ~~Standards~~ Equipment

~~Victory~~We ~~Eagle~~do ~~does~~ not ~~expect~~intend ~~the adoption of recently issued accounting pronouncements~~ to ~~have~~purchase aany significant ~~impact~~equipment onover ~~Victory~~the ~~Eagle's results~~twelve ofmonths ~~operations,~~ending ~~financial~~July ~~position~~31, ~~or cash flow~~2013.

~~APPLICATION~~Going ~~OF CRITICAL ACCOUNTING POLICIES~~ Concern

~~Our~~Due ~~financial~~to ~~statements~~our being an exploration stage company and ~~accompanying~~not ~~notes~~having ~~are~~generated ~~prepared~~revenues, in ~~accordance~~ ~~with~~their ~~generally~~report ~~accepted~~on ~~accounting~~the ~~principles~~audited infinancial statements for the ~~United~~year ~~States. Preparing~~ended ~~financial~~July ~~statements~~31, ~~requires~~2012, ~~management~~our toauditors ~~make~~included ~~estimates~~an ~~and assumptions~~explanatory ~~that~~paragraph ~~affect~~regarding ~~the~~concerns ~~reported~~about ~~amounts~~our ofability ~~assets,~~to ~~liabilities,~~continue ~~revenue, and~~as ~~expenses~~a going concern. Our ~~These~~financial ~~estimates~~statements ~~and~~contain ~~assumptions~~additional ~~are~~note ~~affected~~disclosures bydescribing ~~management's application~~the ofcircumstances ~~accounting~~that ~~policies~~lead to this disclosure.

WeManagement ~~have~~anticipates ~~historically~~that ~~incurred~~the ~~losses,~~Company ~~and~~will ~~through~~be ~~July 31~~dependent, ~~2011 have~~for ~~incurred~~the ~~losses~~near ~~of $202~~future,~~692~~ ~~from~~on ~~our~~additional ~~inception.~~investment ~~During this period~~capital, weprimarily ~~have successfully raised $56,025~~ from anits ~~SB-2 offering. On August 18~~shareholders, ~~2008,~~to wefund ~~closed a~~operating ~~private placement of 78,690 common shares for gross proceeds of $15,738~~expenses. ~~On December~~The ~~10,~~Company ~~2009,~~intends weto ~~received~~position ~~$36,100~~itself ~~for~~so ~~subscriptions~~that ~~for~~it ~~361,000~~may ~~shares~~be ~~at $0.10~~able ~~per~~to ~~share.~~raise ~~The~~additional ~~shares~~funds ~~were~~through ~~issued~~the oncapital ~~December 16, 2010~~markets. OnIn ~~November~~light ~~11, 2010,~~of wemanagement’s ~~received subscriptions for 300~~efforts,~~000~~ ~~shares~~there atare ~~$0.10~~no ~~per~~assurances ~~share.~~that ~~The shares~~the ~~were~~Company ~~issued~~will onbe ~~December~~successful ~~16,~~in ~~2010.~~this Toor ~~date,~~any weof ~~have~~its ~~received~~endeavours ~~$26,120~~or ~~for these~~become ~~subscriptions~~financially ~~with~~viable ~~$3,880~~and ofcontinue ~~the~~as ~~proceeds~~a ~~for~~going ~~the shares still outstanding~~concern.

We issued the common shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on Regulation S promulgated under the Securities Act of 1933. Because of our historical losses, we will require additional working capital to develop our business operations. 12

WeRecently ~~intend~~Issued toAccounting raise additional working capital through a private placement. We may apply for quotation on the Over-the-Counter Bulletin Board and intend to offer our stock in a private placement after obtaining such quotation. Standards

~~There~~We ~~are~~do nonot ~~assurances~~expect ~~that~~the weadoption ~~will~~of berecently ~~able~~issued toaccounting ~~either~~pronouncements ~~(1) achieve a level of revenues adequate~~ to ~~generate~~have ~~sufficient~~a ~~cash~~significant ~~flow~~impact ~~from operations;~~on ~~or (2) obtain additional financing and/or bank financing necessary to support~~ our ~~working~~results ~~capital~~of ~~requirements. To the extent that funds generated from~~ operations, ~~our~~financial ~~SB-2~~position ~~public offerings and/~~or ~~bank~~cash ~~financing are insufficient, we will have to raise additional working capital~~flow. 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.

-Application 14of -Critical Accounting Policies

~~These~~Our ~~conditions~~financial ~~raise~~statements ~~substantial~~and ~~doubt~~accompanying ~~about~~notes ~~our~~are ~~ability~~prepared ~~to continue~~in asaccordance awith ~~going~~generally ~~concern.~~accepted ~~The~~accounting ~~financial~~principles ~~statements~~in dothe ~~not~~United ~~include~~States. Preparing ~~any adjustments~~financial ~~relating~~statements requires management to ~~the~~make ~~recoverability~~estimates and ~~classification~~assumptions ofthat ~~asset~~affect ~~carrying amounts or~~ the ~~amount~~reported ~~and~~amounts ~~classification~~ of assets, liabilities, ~~that~~revenue, ~~might~~and beexpenses. ~~necessary should~~These weestimates beand ~~unable~~assumptions toare ~~continue~~affected asby amanagement's ~~going~~application ~~concern.~~of accounting policies.

~~Item~~ITEM 87A. ~~Financial~~QUANTITATIVE ~~Statements.~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Our~~Pursuant ~~financial~~to ~~statements~~Item ~~are~~305(e) ~~stated~~of inRegulation ~~United~~S-K ~~States~~(§ ~~dollars~~ 229.305(~~US$~~e)), ~~and~~the ~~are~~Company ~~prepared~~is innot ~~accordance~~required ~~with~~to ~~United~~provide ~~States~~the ~~Generally~~information ~~Accepted Accounting~~required ~~Principles.~~by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

~~The~~ITEM ~~following~~8. ~~financial~~FINANCIAL ~~statements are filed as part of this annual report:~~ STATEMETNS

~~Report~~Our offinancial ~~Independent~~statements ~~Registered~~are ~~Public Accounting~~stated ~~Firm~~in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Balance~~The ~~Sheets~~following asfinancial atstatements ~~July~~are ~~31,~~filed ~~2011~~as ~~and 2010~~part of this annual report:

~~Statements~~- ofReport ~~Operations for each~~ of ~~the~~ ~~years~~Independent ~~ended~~Registered ~~July~~Public ~~31,~~Accounting ~~2011 and 2010 and for the period from March 18, 2004 (inception) to July 31, 2011~~ Firm

~~Statements~~- ofBalance ~~Stockholders'~~Sheets ~~Equity (Deficit)~~as ~~for~~at ~~the period from March 18, 2004 (inception) to~~ July 31, ~~2011~~2012 and 2011

- Statements of ~~Cash~~Operations ~~Flows~~ for each of the years ended July 31, ~~2011~~2012 and ~~2010~~2011 and for the period from March 18, 2004 (inception) to July 31, ~~2011~~ 2012

~~Notes~~- toStatements of Stockholders' Equity (Deficit) for the ~~Financial~~period ~~Statements~~from March 18, 2004 (inception) to July 31, 2012

- 15Statements - of Cash Flows for each of the years ended July 31, 2012 and 2011 and for the period from March 18, 2004 (inception) to July 31, 2012

~~LBB & ASSOCIATES LTD., LLP 10260 Westheimer Road, Suite 310 Houston, TX 77042 Phone: (713) 800~~-~~4343~~ ~~Fax:~~Notes ~~(713)~~to ~~456-2408~~the ~~Report~~Financial ~~of Independent Registered Public Accounting Firm~~Statements

~~To the Board of Directors of Victory Eagle Resources Corp. (An Exploration Stage Company) Toronto, Ontario~~13

WeLBB ~~have~~& ~~audited~~ASSOCIATES ~~the accompanying balance sheets of Victory Eagle Resources Corp~~LTD. ~~(the “Company”) as of July 31~~, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years the ended and for the period from March 18, 2004 (inception) through July 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.LLP

We10260 ~~conducted~~Westheimer our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to haveRoad, ~~nor~~Suite were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.310

~~In our opinion~~Houston, ~~the~~TX financial statements referred to above present fairly, in all material respects, the financial position of Victory Eagle Resources Corp. as of July 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years then ended and for the period from March 18, 2004 (inception) through July 31, 2011 in conformity with accounting principles generally accepted in the United States of America.77042

AsPhone: ~~discussed~~(713) in800-4343 ~~Note~~Fax: 3(713) to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.456-2408

~~/s/~~Report ~~LBB~~of &Independent ~~Associates~~Registered ~~Ltd.,~~Public ~~LLP~~Accounting ~~LBB & Associates Ltd., LLP~~Firm

~~Houston,~~To ~~Texas~~the ~~November~~Board 9,of ~~2011~~Directors of

-Victory 16Eagle -Resources Corp.

~~VICTORY EAGLE RESOURCES CORP.~~ (ANAn ~~EXPLORATION~~Exploration ~~STAGE~~Stage ~~COMPANY~~Company) ~~BALANCE SHEETS~~

		July 31, 2011			July 31, 2010
ASSETS
Current assets
Cash	$	2,343		$	3,381
Prepaid expenses		550			3,550
Total current assets		2,893			6,931
Total assets	$	2,893		$	6,931
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	13,525		$	7,220
Note payable and advance-related parties		27,155			26,500
Accrued interest on stockholder note payable		19,422			16,750
Total current liabilities		60,102			50,470
Total liabilities		60,102			50,470
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 25,000,000 shares authorized, 3,394,940 and 2,733,940 shares issued and outstanding at July 31, 2011 and 2010, respectively		3,395			2,734
Additional paid-in capital		145,968			116,629
Subscription receivable		(3,880	)		-
Deficit accumulated during the exploration stage		(202,692	)		(162,902	)
Total stockholders' deficit		(57,209	)		(43,539	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,893		$	6,931

Toronto, Ontario

~~See~~We have audited the accompanying ~~summary~~balance sheets of ~~accounting~~Victory ~~policies~~Eagle Resources Corp. (the “Company”) as of July 31, 2012 and ~~notes~~2011, to and the related statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended and for the period from March 18, 2004 (Inception) through July 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

-We 17conducted -our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~VICTORY~~In ~~EAGLE~~our ~~RESOURCES~~opinion, ~~CORP.~~the ~~(AN~~financial ~~EXPLORATION~~statements ~~STAGE~~referred ~~COMPANY)~~to ~~STATEMENTS~~above OFpresent ~~OPERATIONS~~fairly, ~~Years~~in ~~Ended~~all material respects, the financial position of Victory Eagle Resources Corp. as of July 31, 2012 and 2011, and ~~2010~~the results of its operations and its cash flows for each of the ~~Period~~years ~~From~~then ended and for the period from March 18, 2004 (Inception) through July 31, ~~2011~~2012 in conformity with accounting principles generally accepted in the United States of America.

		Year Ended			Year Ended			Inception through
		July 31, 2011			July 31, 2010			July 31, 2011
Operating expenses:
Exploration cost	$	-		$	-		$	9,500
General and administrative		37,118			25,198			173,770
Operating loss		(37,118	)		(25,198	)		(183,270	)
Interest expense		(2,672	)		(2,672	)		(19,422	)
Net loss	$	(39,790	)	$	(27,870	)	$	(202,692	)
Net loss per share:
Basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		3,145,030			2,733,940

As discussed in Note 3 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2013 raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~See~~/s/ ~~accompanying~~LBB ~~summary~~& ofAssociates ~~accounting policies and notes to financial statements~~Ltd., LLP

-LBB 18& -Associates Ltd., LLP

~~VICTORY EAGLE RESOURCES CORP. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) Period from March 18~~Houston, ~~2004 (Inception) through July 31, 2011~~Texas

	Common Stock				Additional		Subscription
	Shares		Amount		Paid-in Capital		Receivable			Deficit			Total
Issuance of common stock for cash to founders	2,000,000	$	2,000	$	-	$	-		$	-		$	2,000
Net loss	-		-		-		-			(24,403	)		(24,403	)
Balance, July 31, 2004	2,000,000		2,000		-		-			(24,403	)		(22,403	)
Net loss	-		-		-		-			(12,877	)		(12,877	)
Balance, July 31, 2005	2,000,000		2,000		-		-			(37,280	)		(35,280	)
Issuance of common stock for cash	560,250		560		55,465		-			-			56,025
Net loss	-		-		-		-			(15,423	)		(15,423	)
Balance, July 31, 2006	2,560,250		2,560		55,465		-			(52,703	)		5,322
Issuance of common stock for exploration cost	50,000		50		4,950		-			-			5,000
Net loss	-		-		-		-			(22,974	)		(22,974	)
Balance, July 31, 2007	2,610,250		2,610		60,415		-			(75,677	)		(12,652	)
Issuance of common stock for mineral property option	45,000		45		4,455		-			-			4,500
Net loss	-		-		-		-			(16,116	)		(16,116	)
Balance, July 31, 2008	2,655,250		2,655		64,870		-			(91,793	)		(24,268	)
Issuance of common stock for cash	78,690		79		15,659		-			-			15,738
Net loss	-		-		-		-			(43,239	)		(43,239	)
Balance, July 31, 2009	2,733,940		2,734		80,529		-			(135,032	)		(51,769	)
Subscription received for shares to be issued	-		-		36,100		-			-			36,100
Net loss	-		-		-		-			(27,870	)		(27,870	)
Balance, July 31, 2010	2,733,940		2,734		116,629		-			(162,902	)		(43,539	)
Issuance of common stock for cash	661,000		661		29,339		(3,880	)		-			26,120
Net loss	-		-		-		-			(39,790	)		(39,790	)
Balance, July 31, 2011	3,394,940	$	3,395	$	145,968	$	(3,880	)	$	(202,692	)	$	(57,209	)

October 25, 2012

~~See accompanying summary of accounting policies and notes to financial statements.~~ 14

-VICTORY 19EAGLE -RESOURCES CORP.

~~VICTORY EAGLE RESOURCES CORP.~~ (AN EXPLORATION STAGE COMPANY) ~~STATEMENTS OF CASH FLOWS Years Ended July 31, 2011 and 2010 And Period from March 18, 2004 (Inception) through July 31, 2011~~

		Year Ended			Year Ended			Inception
								through
		July 31,			July 31,			July 31,
		2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(39,790	)	$	(27,870	)	$	(202,692	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property rights		-			-			11,500
Net change in:
Prepaid expenses		3,000			(3,550	)		(550	)
Accounts payable and accrued liabilities		6,305			(8,005	)		13,525
Accrued interest on stockholder note payable		2,672			2,672			19,422
NET CASH USED IN OPERATING ACTIVITIES		(27,813	)		(36,753	)		(158,795	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral property rights		-			-			(2,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			-			(2,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable and advance-related parties		655			-			27,155
Proceeds from sale of common stock		26,120			36,100			135,983
NET CASH PROVIDED BY FINANCING ACTIVITIES		26,775			36,100			163,138
NET CHANGE IN CASH		(1,038	)		(653	)		2,343
Cash, beginning of period		3,381			4,034			-
Cash, end of period	$	2,343		$	3,381		$	2,343
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
NON-CASH INVESTING ACTIVITIES
Stock issued for mineral property costs	$	-		$	-		$	9,500

BALANCE SHEETS

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

	July 31, 2012			July 31, 2011
ASSETS
Current assets
Cash	$	16,147		$	2,343
Prepaid expenses		-			550
Total current assets		16,147			2,893
Total assets	$	16,147		$	2,893

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	5,103		$	13,525
Note payable and advances-related parties		27,949			27,155
Accrued interest on related party note payable		22,094			19,422
Total current liabilities		55,146			60,102
Total liabilities		55,146			60,102

STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 25,000,000 shares authorized, 3,614,940 and 3,394,940 shares issued and outstanding at July 31, 2012 and July 31, 2011, respectively		3,615			3,395
Additional paid-in capital		200,748			145,968
Subscription receivable		(3,880	)		(3,880	)
Deficit accumulated during the exploration stage		(239,482	)		(202,692	)
Total stockholders' deficit		(38,999	)		(57,209	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	16,147		$	2,893

-See 20accompanying -summary of accounting policies and notes to financial statements.

~~VICTORY EAGLE RESOURCES CORP. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS~~15

~~NOTE~~VICTORY 1EAGLE -RESOURCES ~~NATURE OF BUSINESS AND BASIS OF PRESENTATION~~ CORP.

~~Victory Eagle Resources Corp.~~ (~~the~~AN ~~"Company")~~EXPLORATION ~~was~~STAGE incorporated on March 18, 2004 under the laws of Nevada with a fiscal year end of July 31. The Company is in the business of acquisition and exploration of gold projects. In October 2008, the Company listed on the OTC Bulletin Board under the symbol VERC. COMPANY)

~~NOTE~~STATEMENTS ~~2 – SUMMARY~~ OF ~~SIGNIFICANT POLICIES~~ OPERATIONS

~~Exploration~~Years ~~Stage~~Ended ~~company~~July 31, 2012 and 2011

~~The~~and ~~Company~~the ~~complies~~Period ~~with~~From ~~Accounting~~March ~~Standards~~18, ~~Codification~~ 2004 (~~ASC~~Inception) ~~915~~through ~~Development~~July ~~Stage~~31, ~~Entities’’ in its characterization of the Company as~~2012 ~~an exploration stage enterprise.~~

Cash and cash equivalents

	Year Ended July 31, 2012			Year Ended July 31, 2011			Inception through July 31, 2012
Operating expenses:
Exploration cost	$	-		$	-		$	9,500
General and administrative		34,118			37,118			207,888
Operating loss		(34,118	)		(37,118	)		(217,388	)
Interest expense		(2,672	)		(2,672	)		(22,094	)
Net loss	$	(36,790	)	$	(39,790	)	$	(239,482	)
Net loss per share:
Basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		3,498,220			3,145,030

~~The~~See ~~Company~~accompanying ~~considers~~summary ~~all highly liquid investments with an original maturity~~ of ~~three~~accounting ~~months~~policies orand ~~less~~notes ~~when purchased~~ to befinancial ~~cash equivalents~~statements.

~~Use of estimates~~ 16

~~The~~VICTORY ~~preparation~~EAGLE ofRESOURCES financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the periodCORP. ~~Actual results may differ from those estimates.~~

~~Basic~~(AN ~~loss~~EXPLORATION ~~per~~STAGE ~~share~~ COMPANY)

~~Basic~~STATEMENTS ~~loss~~OF ~~per~~STOCKHOLDERS' ~~share~~EQUITY ~~has been calculated based on the weighted average number of shares of common stock outstanding during the period.~~ (DEFICIT)

~~Income~~Period ~~taxes~~from March 18, 2004 (Inception) through July 31, 2012

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

	Common Stock				Additional		Subscription
	Shares		Amount		Paid-in Capital		Receivable			Deficit			Total

Issuance of common stock for cash to founders		2,000,000	$	2,000	$	-	$	-		$	-		$	2,000
Net loss		-		-		-		-			(24,403	)		(24,403	)
Balance, July 31, 2004		2,000,000		2,000		-		-			(24,403	)		(22,403	)
Net loss		-		-		-		-			(12,877	)		(12,877	)
Balance, July 31, 2005		2,000,000		2,000		-		-			(37,280	)		(35,280	)
Issuance of common stock for cash		560,250		560		55,465		-			-			56,025
Net loss		-		-		-		-			(15,423	)		(15,423	)
Balance, July 31, 2006		2,560,250		2,560		55,465		-			(52,703	)		5,322
Issuance of common stock for exploration cost		50,000		50		4,950		-			-			5,000
Net loss		-		-		-		-			(22,974	)		(22,974	)
Balance, July 31, 2007		2,610,250		2,610		60,415		-			(75,677	)		(12,652	)
Issuance of common stock for mineral property option		45,000		45		4,455		-			-			4,500
Net loss		-		-		-		-			(16,116	)		(16,116	)
Balance, July 31, 2008		2,655,250		2,655		64,870		-			(91,793	)		(24,268	)
Issuance of common stock for cash		78,690		79		15,659		-			-			15,738
Net loss		-		-		-		-			(43,239	)		(43,239	)
Balance, July 31, 2009		2,733,940		2,734		80,529		-			(135,032	)		(51,769	)
Subscription received for shares to be issued		-		-		36,100		-			-			36,100
Net loss		-		-		-		-			(27,870	)		(27,870	)
Balance, July 31, 2010		2,733,940		2,734		116,629		-			(162,902	)		(43,539	)
Issuance of common stock for cash		661,000		661		29,339		(3,880	)		-			26,120
Net loss		-		-		-		-			(39,790	)		(39,790	)
Balance, July 31, 2011		3,394,940		3,395		145,968		(3,880	)		(202,692	)		(57,209	)
Issuance of common stock for cash		220,000		220		54,780		-			-			55,000
Net loss		-		-		-		-			(36,790	)		(36,790	)
Balance, July 31, 2012		3,614,940	$	3,615	$	200,748	$	(3,880	)	$	(239,482	)	$	(38,999	)

~~Fair~~See ~~value~~accompanying summary of ~~financial~~accounting ~~instruments~~policies and notes to financial statements

The Company's financial instruments consist of cash, accounts payable and note payable and advance-related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted. 17

-VICTORY 21EAGLE -RESOURCES CORP.

~~Mineral~~(AN ~~Interests~~EXPLORATION STAGE COMPANY)

~~Mineral~~STATEMENTS ~~property~~OF ~~acquisition~~CASH costs are initially capitalized when purchased. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties. FLOWS

~~Impairment~~Years ofEnded ~~Long-Lived~~July ~~Assets~~31, 2012 and 2011

~~The~~And ~~Company~~Period ~~reviews~~from ~~long-lived~~March assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable18, ~~the~~2004 ~~potential~~(Inception) ~~impairment~~through isJuly measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company’s current business model. For purposes of recognition and measurement of an impairment loss31, ~~a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.~~ 2012

Recent Accounting Pronouncements

	Year Ended			Year Ended			Inception through
	July 31, 2012			July 31, 2011			July 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(36,790	)	$	(39,790	)	$	(239,482	)
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			3,000			-
Accounts payable and accrued liabilities		(8,422	)		6,305			5,103
Accrued interest on stockholder note payable		2,672			2,672			22,094
NET CASH USED IN OPERATING ACTIVITIES		(41,990	)		(27,813	)		(200,785	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral property rights		-			-			(2,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			-			(2,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable and advances-related parties		794			655			27,949
Proceeds from sale of common stock		55,000			26,120			190,983
NET CASH PROVIDED BY FINANCING ACTIVITIES		55,794			26,775			218,932
NET CHANGE IN CASH		13,804			(1,038	)		16,147
Cash, beginning of period		2,343			3,381			-
Cash, end of period	$	16,147		$	2,343		$	16,147
SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
NON-CASH INVESTING ACTIVITIES
Stock issued for mineral property costs	$	-		$	-		$	9,500
Issuance of common stock for subscription receivable	$	-		$	3,880		$	3,880

WeSee doaccompanying ~~not~~summary ~~expect the adoption~~ of ~~recently issued~~ accounting ~~pronouncements~~ topolicies ~~have~~and anotes ~~significant~~to ~~impact on our results of operations,~~ financial ~~position or cash flow~~statements.

~~NOTE 3 - GOING CONCERN~~ 18

~~The~~VICTORY ~~Company’s~~EAGLE ~~financial~~RESOURCES ~~statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business~~CORP. The Company has incurred net losses of $39,790 for the year ended July 31, 2011, and a cumulative loss of $202,692 since its inception on March 18, 2004. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

~~The~~(AN ~~Company~~EXPLORATION isSTAGE ~~working to secure additional financing to fund its mineral exploration and development activities and to meet its obligations and working capital requirements over the next twelve months.~~ COMPANY)

~~There~~NOTES ~~are~~TO noFINANCIAL assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its operations. STATEMENTS

NOTE 41 - ~~RELATED~~NATURE ~~PARTY~~OF ~~TRANSACTIONS~~BUSINESS AND BASIS OF PRESENTATION

InVictory ~~July~~Eagle ~~2004,~~Resources ~~the~~Corp. ~~president of~~ (the "Company") ~~acquired~~was ~~eight mineral~~incorporated ~~claims~~on byMarch ~~arranging~~18, 2004 under the ~~staking~~laws of ~~the~~Nevada ~~same~~with ~~through~~ a ~~third~~fiscal ~~party.~~year ~~He paid~~end ~~$1,100~~of toJuly ~~stake~~31. ~~the~~The ~~claims,~~Company ~~and~~is ~~had~~in ~~agreed to contribute~~ the ~~claims~~business toof ~~the Company~~acquisition inand ~~order~~exploration ~~for~~of ~~the~~gold ~~company to mine these claims~~projects. AsIn ofOctober ~~July 31~~2008, ~~2011,~~ the ~~claims~~ ~~were~~Company ~~still~~became inlisted on the ~~former~~OTC ~~President’s~~Bulletin ~~name.~~Board ~~The~~under ~~claims~~the ~~are~~symbol ~~no longer current and have lapsed~~VERC.

-NOTE 222 -– SUMMARY OF SIGNIFICANT POLICIES

~~During~~Exploration ~~the~~Stage year ended July 31, 2011 the President of the Company made payment of $655 on behalf of the Company, which was outstanding at July 31, 2011. The advance was unsecured, non-interest bearing and repayable upon demand.company

InThe ~~April 2004 the majority shareholder of the~~ Company ~~loaned the~~complies ~~company~~with ~~$26,500.~~Accounting ~~Interest~~Standards isCodification ~~being~~(ASC) ~~accrued~~915 onDevelopment ~~this~~Stage ~~note~~Entities’’ atin ~~the~~its ~~rate~~characterization of ~~10% per annum. As at July 31, 2011,~~ the ~~interest~~Company ~~accrued~~as onan ~~the~~exploration ~~loan~~stage ~~is $19,422~~enterprise. ~~The note payable and accrued interest are payable on demand.~~

~~NOTE~~Cash 5and -cash ~~INCOME TAXES~~ equivalents

~~Deferred~~The ~~income~~Company ~~taxes~~considers ~~reflect~~all ~~the~~highly ~~net~~liquid ~~effect~~investments ofwith ~~(a)~~an ~~temporary difference~~original ~~between~~maturity ~~carrying amounts~~ of ~~assets~~three ~~and~~months ~~liabilities~~or ~~for~~less ~~financial purposes~~when ~~and~~purchased the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to ~~the net operating loss carryforward has been recognized, as it is not deemed likely to~~ be ~~realized.~~cash equivalents.

~~The~~Financial ~~provision for refundable federal income tax consists of the following:~~ Instruments

		July 31, 2011			July 31, 2010
Federal income tax provision (benefit) attributable to:
Current operations	$	13,500		$	9,400
Less, change in valuation allowance		(13,500	)		(9,400	)
Net provision (benefit)	$	-		$	-

The Company’s financial instruments as defined by FASB ASC 825-10-50 include cash, accounts payable and line of credit. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at July 31, 2012.

The ~~cumulative~~Company ~~tax~~does ~~effect~~not have any assets or liabilities measured at ~~the~~fair ~~expected~~market ~~rate~~value ofon ~~34%~~a ~~of significant~~recurring ~~items~~basis ~~comprising~~at ~~our~~July ~~net~~31, ~~deferred~~2012 ~~tax~~and ~~amount~~2011. isThe asCompany ~~follows:~~did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the years ended July 31, 2012 and 2011.

		July 31, 2011			July 31, 2010
Deferred tax asset attributable to:
Net operating loss carryover	$	68,500		$	55,000
Less, valuation allowance		(68,500	)		(55,000	)
Net deferred tax asset	$	-		$	-

Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

~~As at July 31, 2011, the Company had an unused net operating loss carryover approximating $202,000 that is available to offset future taxable income, and expires beginning in 2024.~~ 19

~~NOTE~~Fair 6value -of ~~COMMON~~financial ~~STOCK~~ instruments

InUnder ~~March~~the ~~2004~~Financial Accounting Standards Board (FASB”) issued Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, the Company ~~issued~~is 2permitted to elect to measure financial instruments and certain other items at fair value,~~000,000~~ ~~shares~~with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of ~~stock~~the FASB ASC, we implemented guidelines relating to ~~its~~ ~~founding~~the ~~shareholder~~disclosure of our methodology for ~~$2,000~~periodic ~~cash.~~measurement of our assets and liabilities recorded at fair market value.

-Fair 23value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

In- ~~January~~Level ~~2006~~1, ~~the~~defined ~~Company~~as ~~issued~~observable ~~560,250~~inputs ~~shares~~such ofas ~~stock~~quoted prices for ~~total~~ ~~cash~~identical ~~proceeds~~instruments ofin ~~$56,025.~~active markets;

In- ~~April~~Level ~~2007~~2, ~~the~~defined ~~Company~~as ~~issued~~inputs ~~50,000~~other ~~shares~~than quoted prices in active markets that are either directly or indirectly observable such as ~~partial consideration~~quoted prices for ~~acquiring~~similar ainstruments ~~property~~in ~~option~~active ~~valued~~markets ator ~~$5,000.~~quoted prices for identical or similar instruments in markets that are not active; and

In- ~~October~~Level ~~2007~~3, ~~the~~defined ~~Company~~as ~~issued~~unobservable 45inputs in which little or no market data exists,~~000~~ ~~shares~~therefore requiring an entity to develop its own assumptions, such as ~~consideration~~ ~~for~~valuations ~~acquiring~~derived afrom ~~property~~valuation ~~option~~techniques ~~valued~~in atwhich ~~$4,500.~~one more significant inputs or significant value drivers are unobservable.

InThe ~~August~~Company’s ~~18,~~Level ~~2008,~~1 ~~the~~assets ~~Company~~primarily ~~issued~~include ~~78,690~~cash ~~common~~and ~~shares~~cash equivalents. Valuations are obtained from readily available pricing sources for ~~total~~ ~~cash~~market ~~proceeds~~transactions involving identical assets or liabilities. The carrying amounts of ~~$15~~accounts payable,~~738~~ amounts due to related parties, and shareholder loans, approximate their fair values due to the immediate or short-term maturities of these financial instruments. We have no level 2 or level 3 assets or liabilities.

OnUse ~~December~~of ~~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.~~estimates

OnThe ~~November~~preparation ~~11,~~of ~~2010,~~financial statements in conformity with generally accepted accounting principles in the ~~Company~~United ~~received~~States ~~$26,120~~requires ~~from subscriptions~~management ~~for~~to ~~300,000~~make ~~shares~~estimates atand ~~$0.10~~assumptions ~~per~~that ~~share.~~affect ~~The~~the ~~shares~~reported ~~were~~amount ~~issued~~of ~~on December~~assets ~~16,~~and ~~2010.~~liabilities Asand atdisclosure ~~July~~of ~~31,~~contingent ~~2011~~assets and liabilities at the date of ~~this~~the ~~report,~~financial ~~$3,880~~statements of and the ~~proceeds~~reported ~~for~~amount of revenue and expenses during the ~~shares~~period. ~~were~~Actual ~~outstanding~~results asmay adiffer ~~subscription~~from ~~receivable.~~those estimates.

~~NOTE~~Basic ~~7-SUBSEQUENT~~loss ~~EVENT~~per share

OnBasic ~~October~~loss ~~26,~~per ~~2011,~~share ~~the~~has ~~Company~~been ~~received~~calculated ~~$25,000~~based ~~from subscriptions~~on ~~for~~the ~~100,000~~weighted ~~common~~average ~~shares~~number atof ~~$0.25~~shares ~~per~~of ~~share.~~common ~~The~~stock ~~shares~~outstanding ~~were issued~~during onthe ~~November 10, 2011~~period.

~~- 24 -~~ 20

~~Item~~Income ~~9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~taxes

~~There~~The ~~were~~Company noaccounts ~~disagreements~~for ~~related~~income totaxes ~~accounting~~under ~~principles~~FASB ~~or practices~~ASC 740 “Income Taxes”. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial ~~statement~~statements ~~disclosure,~~carrying ~~internal~~amounts ~~controls~~of orexisting ~~auditing~~assets ~~scope~~ and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or ~~procedure~~settled. ~~during~~Under FASB ASC 740, the ~~two~~effect ~~fiscal~~on ~~years~~deferred tax assets and ~~interim~~liabilities ~~periods,~~of ~~including~~a ~~the interim~~change ~~period~~in uptax ~~through~~rates is recognized in income in the ~~date~~period the ~~relationship~~enactment ~~ended~~occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not the Company will not realize tax assets through future operations.

~~Item~~Mineral ~~9A. Controls and Procedures~~Interests

WeMineral ~~maintain~~property ~~disclosure~~acquisition ~~controls~~costs ~~and procedures that~~ are ~~designed~~ toinitially ~~ensure~~capitalized ~~that~~when ~~information~~purchased. ~~required~~Mineral toproperty beexploration ~~disclosed~~costs inare ~~our~~expensed ~~reports filed~~as ~~under~~incurred. ~~the~~When ~~Securities~~it ~~Exchange~~has ~~Act~~been isdetermined ~~recorded,~~that ~~processed,~~a ~~summarized~~mineral ~~and reported~~property ~~within~~can ~~the~~be ~~time~~economically ~~periods~~developed ~~specified~~as ina ~~the~~result ~~SEC's~~of ~~rules~~establishing ~~and~~proven ~~forms,~~ and ~~that~~ ~~such~~probable ~~information~~reserves, isthe ~~accumulated~~costs ~~and~~incurred ~~communicated~~ to ~~our~~develop ~~management~~such toproperty ~~allow for~~are ~~timely decisions regarding required disclosure~~capitalized. InTo ~~designing~~date ~~and~~the ~~evaluating our~~Company ~~disclosure~~has ~~controls~~not ~~and~~established ~~procedures, our management recognizes that~~ any ~~controls~~ ~~and~~reserves ~~procedures,~~on ~~no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply~~ its ~~judgment~~mineral ~~in evaluating the cost-benefit relationship of possible controls and procedures~~properties.

~~Our~~Impairment management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decisionLong-~~making~~Lived can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.Assets

AsThe ofCompany ~~July~~reviews ~~31,~~long-lived ~~2011,~~assets ~~the~~for ~~year~~indicators ~~end~~of ~~period~~impairment ~~covered~~whenever byevents ~~this report,~~or wechanges ~~carried~~in ~~out~~circumstances anindicate ~~evaluation,~~that ~~under~~ the ~~supervision~~carrying ~~and~~value ~~with~~may ~~the participation~~not ofbe ~~our~~recoverable. If ~~management of~~ the ~~effectiveness~~review ofindicates that the ~~design~~carrying ~~and~~amount ~~operation~~ of ~~our~~the ~~disclosure~~asset ~~controls~~may ~~and~~not ~~procedures.~~be ~~Based~~recoverable, on the ~~foregoing,~~potential ~~our President/Treasurer~~impairment ~~(Principal~~is ~~Executive~~measured ~~Officer,~~based ~~Principal~~on ~~Financial~~a ~~Officer and~~projected ~~Principal~~discounted ~~Accounting~~cash ~~Officer)~~flow ~~concluded~~method ~~that~~using ~~our~~a ~~disclosure~~discount ~~controls~~rate ~~and procedures~~that ~~were~~is ~~effective~~considered asto ofbe commensurate with the ~~end~~risk ofinherent in the ~~period~~Company’s ~~covered~~current bybusiness ~~this annual report~~model. For ~~There~~purposes ~~have~~of ~~been~~recognition noand ~~changes~~measurement inof ~~our~~an ~~internal~~impairment ~~controls~~loss, ~~over~~a ~~financial reporting~~long-lived ~~that~~asset ~~occurred~~is ~~during~~grouped ~~the~~with ~~fiscal~~other ~~year~~assets ~~ended~~at ~~July~~the ~~31,~~lowest ~~2011~~level ~~that~~for ~~have materially~~which oridentifiable ~~are~~cash ~~reasonably~~flows ~~likely~~are tolargely ~~materially~~independent ~~affect,~~of ~~our~~the ~~internal~~cash ~~controls over~~flows ~~financial~~of ~~reporting~~other assets.

~~Management's~~Recent ~~Report~~Accounting ~~on Internal Control over Financial Reporting~~Pronouncements

~~Our~~The ~~management~~Company isdoes ~~responsible~~not ~~for~~expect ~~establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under~~ the ~~Exchange~~adoption ~~Act.~~of ~~Management~~recently ~~has~~issued ~~employed~~accounting apronouncements ~~framework consistent with Exchange Act Rule 13a-15(c),~~ to ~~evaluate~~have ~~internal control over financial reporting described below. Internal control over financial reporting is~~ a ~~process~~significant ~~designed~~impact toon ~~provide~~our ~~reasonable~~results ~~assurance regarding the reliability~~ of ~~financial~~operations, ~~reporting and the preparation and fair presentation of~~ financial ~~statements~~ ~~for~~position ~~external~~or ~~purposes~~cash ~~in accordance with generally accepted accounting principals~~flow.

~~Because~~NOTE of3 ~~its~~- ~~inherent~~GOING limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. CONCERN

-The 25Company’s -financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred net losses of $36,790 for the year ended July 31, 2012, and a cumulative loss of $239,482 since its inception on March 18, 2004. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

Management conducted an evaluation of the design and operation of our internal control over financial reporting as of July 31, 2011. As a result of this assessment, our President/Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) concluded that, as of July 31, 2011, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 21

~~This~~The ~~annual~~Company ~~report~~is ~~does~~working ~~not~~to ~~include~~secure anadditional ~~attestation~~financing ~~report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject~~ to ~~attestation~~fund byits ~~the company's~~mineral ~~registered~~exploration ~~public~~and ~~accounting~~development ~~firm~~activities ~~pursuant~~and to ~~temporary~~meet ~~rules~~its ofobligations ~~the Securities~~ and ~~Exchange~~working ~~Commission~~capital ~~that~~requirements ~~permit~~over the ~~company~~next totwelve ~~provide only management's report in this annual report~~months.

~~Item~~There 9Bare no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. ~~Other~~To ~~Information~~the ~~None~~extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail its operations.

~~PART~~NOTE ~~III~~4 - RELATED PARTY TRANSACTIONS

~~Item~~During ~~10.~~the ~~Directors,~~year ~~Executive~~ended ~~Officer~~July 31, ~~Promoters~~2012 ~~and~~the ~~Control~~President ~~Persons;~~of ~~Compliance~~the ~~with~~Company ~~Section~~made ~~16(~~payments of $794 on behalf of the Company. As at July 31, 2012 the Company had a) balance of $1,449 due to the ~~Exchange~~President. ~~Act~~The advances from the President are unsecured, non-interest bearing and repayable upon demand.

~~DIRECTORS~~In ~~AND~~April ~~EXECUTIVE~~2004 ~~OFFICER~~the majority shareholder of the Company loaned the company $26,500. ~~PROMOTERS~~Interest ~~AND~~is ~~CONTROL PERSONS~~being accrued on this note at the rate of 10% per annum. As at July 31, 2012, the interest accrued on the loan is $22,094. The note payable and accrued interest are payable on demand.

AsNOTE at5 ~~November~~- ~~10,~~INCOME ~~2011, our directors and executive officer, their ages, positions held, and duration of such, are as follows:~~ TAXES

Name	Position Held with our Company	Age	Date First Elected or Appointed
Kelly Dodge (1)	Director	31	April 22, 2004
Angel Cruz	President, Secretary and Treasurer	43	March 16, 2011

Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforward. No net provision for refundable federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

1.The ~~Mr.~~provision ~~Dodge~~for ~~resigned~~refundable asfederal ~~our~~income ~~President,~~tax ~~Secretary~~consists ~~and~~of ~~Treasurer on~~the ~~March 16, 2011~~ following:

Business Experience

	July 31, 2012				July 31, 2011
Federal income tax provision (benefit) attributable to:
Current operations		$	12,500			$	13,500
Less, change in valuation allowance			(12,500	)			(13,500	)
Net provision (benefit)		$	-			$	-

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. 22

~~Kelly~~The ~~Dodge~~cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

Mr. Dodge became a director on April 22, 2004. He became our President, Secretary and Treasurer on June 15, 2009 and served in those roles until March 16, 2011 when Mr. Dodge resigned as our President, Secretary and Treasurer.

	July 31, 2012				July 31, 2011
Deferred tax asset attributable to:
Net operating loss carryover		$	81,000			$	68,500
Less, valuation allowance			(81,000	)			(68,500	)
Net deferred tax asset		$	-			$	-

~~Since~~As ~~2006~~at ~~Mr.~~July ~~Dodge~~31, ~~has~~2012, ~~been~~the Company had an ~~analyst~~unused ~~with~~net ~~Auramet~~operating ~~Trading~~loss carryover approximating $239, a000 ~~global~~that ~~physical~~is ~~precious~~available ~~metals~~to ~~merchant~~offset ~~based~~future intaxable ~~New~~income ~~Jersey.~~expiring beginning in 2024.

-NOTE 266 - COMMON STOCK

~~Since~~The ~~2002,~~authorized ~~Mr.~~stock ~~Dodge~~of ~~was~~ the ~~Vice-President~~Company consists of ~~Corporate Development for Ventures Resource Corporation~~25,000,000 acommon ~~Barbados~~shares ~~based TSX Venture Exchange listed company~~ with ~~extensive~~a ~~mineral~~par ~~rights~~value inof ~~the~~$0.001 ~~State~~per ~~of Alaska~~share.

~~From~~In ~~2001~~March to2004, ~~2002~~the ~~Mr.~~Company ~~Dodge~~issued ~~was a consultant with Paperless Links~~2,000,000 ashares ~~Toronto~~of ~~based~~stock ~~consulting~~to ~~firm~~its ~~which~~founding ~~provides~~shareholder ~~consulting~~for ~~services to public and private issuers~~$2,000 ~~primarily in the resource sector~~cash.

~~From~~In ~~2000~~January to2006, ~~2001~~the ~~Mr.~~Company ~~Dodge~~issued ~~was~~560,250 anshares ~~analyst~~of ~~with~~stock ~~Quartet Service,~~for atotal ~~Toronto~~cash ~~based~~proceeds ~~Information~~of ~~Technology Outsourcing company~~$56,025.

In ~~2000~~April ~~Mr.~~2007, ~~Dodge~~the ~~obtained~~Company ~~his~~issued ~~Bachelor~~50,000 ofshares ~~Applied~~as ~~Science degree~~partial inconsideration ~~Mining~~for ~~Engineering~~acquiring ~~from~~a ~~Queen’s~~property ~~University,~~option ~~located~~valued inat ~~Kingston~~$5, ~~Ontario, Canada~~000.

~~Angel~~In ~~Cruz~~October 2007, the Company issued 45,000 shares as consideration for acquiring a property option valued at $4,500.

~~Mr.~~In ~~Cruz~~August ~~became our President~~18, ~~Secretary and Treasurer on March 16~~2008, ~~2011.~~the ~~From~~Company ~~2005~~issued ~~through 2010~~78,690 ~~Mr.~~common ~~Cruz~~shares ~~was a geologist~~ for ~~Compania~~total ~~Minera de~~cash ~~Colima.~~proceeds ~~From~~of ~~2000 to 2004~~$15, Mr738. Cruz served as Principal Investigator/Research Scientist at EAFIT University in Columbia. In 1989, Mr. Cruz received his B.Sc. Honours Geology from EAFIT University in Medellín, Antioquia, Colombia specializing in sedimentology, stratigraphy and geomorphology.

~~Committees~~On ofDecember 10, 2009 the ~~Board~~Company received $36,100 from subscriptions for 361,000 shares at $0.10 per share. The shares were issued on December 16, 2010.

~~Currently~~On ~~our~~November ~~company~~11, ~~has~~2010, the ~~following~~Company ~~committees:~~received $26,120 from subscriptions for 300,000 shares at $0.10 per share. The shares were issued on December 16, 2010. As at July 31, 2012 and the date of this report, $3,880 of the proceeds for the shares are outstanding and recorded as subscription receivable.

~~Audit~~On ~~Committee;~~ October 26, 2011, the Company received $25,000 from subscriptions for 100,000 common shares at $0.25 per share. The shares were issued on November 10, 2011.

~~Nominating and Corporate Governance Committee; and~~ 23

~~Compensation~~On ~~Committee~~April 27, 2012, the Company issued 120,000 common shares at $0.25 per share for gross proceeds of $30,000.

~~Our~~ITEM ~~Audit Committee is currently made up of Kelly Dodge~~9. ~~The Audit~~CHANGES ~~Committee~~IN isAND ~~governed~~DISAGREEMENTS byWITH ~~the~~ACCOUNTANTS ~~Audit~~ON ~~Committee~~ACCOUNTING ~~Charter~~AND ~~adopted~~FINANCIAL ~~by the board of directors on October 22, 2005.~~ DISCLOSURE

~~Our Nominating and Corporate Governance Committee is currently made up of Kelly Dodge~~None. ~~The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee Charter adopted by the board of directors on October 22, 2005.~~

~~Our~~ITEM ~~Compensation Committee is currently made up of Kelly Dodge~~9A. ~~The~~ ~~Compensation~~CONTROLS ~~Committee~~AND ~~is governed by the Compensation Committee Charter adopted by the board of directors on October 22, 2005.~~ PROCEDURES

~~Family~~Evaluation ~~Relationships~~of Disclosure Controls and Procedures

~~There~~We maintain disclosure controls and procedures that are nodesigned ~~family~~to ~~relationships~~ensure ~~between~~that ~~any~~information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our President/Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our ~~directors or~~management, including our previous principal executive officer. who is also our chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

~~Involvement~~Based on the foregoing, our President/Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) concluded that as of and for the year ended July 31, 2012, our disclosure controls and procedures are effective to ensure the information required to be disclosed in ~~Certain~~our ~~Legal~~reports ~~Proceedings~~filed or submitted under the Exchange Act is recorded, processed and reported properly within the time periods specified in the SEC’s rules and forms.

~~Other~~Management's ~~than~~Report ason ~~discussed~~Internal ~~below,~~Control ~~none~~over ofFinancial ~~our directors, executive officer, promoters or control persons have been involved in any of the following events during the past five years:~~ Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) 27and 15d-15(f) under the Exchange Act. Management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate internal control over financial reporting described below. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principals.

~~1. any~~Because ~~bankruptcy petition~~of ~~filed~~its byinherent limitations, internal control over financial reporting may not prevent or ~~against~~detect misstatements. Projections of any ~~business~~evaluation of ~~which~~effectiveness ~~such~~to ~~person~~future ~~was~~periods aare ~~general partner~~subject orto ~~executive~~the ~~officer~~risk ~~either~~that atcontrols ~~the~~may ~~time~~become inadequate because of ~~the~~changes ~~bankruptcy~~in conditions, or ~~within~~that ~~two years~~the ~~prior~~degree toof ~~that~~compliance ~~time;~~with the policies or procedures may deteriorate.

~~2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);~~ 24

~~3. being~~Management, ~~subject~~including ~~to any~~our ~~order,~~President/Treasurer ~~judgement~~(Principal Executive Officer, orPrincipal ~~decree~~Financial Officer and Principal Accounting Officer), ~~not~~conducted ~~subsequently~~an ~~reversed~~evaluation of the design and operation of our internal control over financial reporting as of and for the year ended July 31, ~~suspended~~2012. In ~~or vacated~~making this assessment, Management used the criteria set forth by the Committee of ~~any~~Sponsoring ~~court~~Organizations of ~~competent~~the ~~jurisdiction~~Treadway Commission in Internal Control-Integrated Framework. As a result of this assessment, ~~permanently~~management orconcluded ~~temporarily enjoining~~that, ~~barring~~as of and for the year ended July 31, ~~suspending~~2012, orour ~~otherwise~~internal ~~limiting~~control ~~his~~over ~~involvement~~financial reporting was effective in ~~any~~providing ~~type~~ reasonable assurance regarding the reliability of ~~business,~~financial ~~securities~~reporting orand ~~banking~~the ~~activities;~~preparation orof financial statements for external purposes in accordance with generally accepted accounting principles as of the year and quarters ended July 31, 2012.

~~4. being~~This ~~found~~annual byreport ~~a court~~does not include an attestation report of ~~competent~~the ~~jurisdiction~~company's ~~(in~~registered apublic ~~civil~~accounting ~~action),~~firm ~~the~~regarding ~~Commission~~internal orcontrol ~~the Commodity~~over ~~Futures~~financial ~~Trading~~reporting. ~~Commission~~Management's report was not subject to ~~have~~attestation ~~violated~~by athe ~~federal~~company's orregistered ~~state securities~~public oraccounting ~~commodities~~firm ~~law,~~pursuant to temporary rules of the Securities and Exchange Commission that permit the ~~judgement~~company ~~has~~to ~~not~~provide ~~been~~only ~~reversed, suspended,~~management's orreport ~~vacated.~~in this annual report.

~~CERTAIN~~ITEM ~~RELATIONSHIPS AND RELATED TRANSACTIONS~~9B. OTHER INFORMATION

None of our directors, executive officer, future directors, 5% shareholders, or any members of the immediate families of the foregoing persons have been indebted to us during the last fiscal year or the current fiscal year in an amount exceeding $60,000.

~~None of the current directors or officer of our company are related by blood or marriage.~~ 25

OnPART March 19, 2004, we issued a total of 2,000,000 shares of restricted common stock to Mr. Rolin, a former officer and director of our company for subscription proceeds of $2,000. On April 12, 2004, Mr. Rolin loaned us $26,500 for the partial payment of offering expenses and general administrative expenses. The loan bears interest at a rate of 10% per annum and is not convertible into shares of the Company. Under the terms of the loan agreement, Mr. Rolin was entitled to repayment if the company raised a minimum of $50,000 in our SB-2 offering. The company successfully raised this amount, however, Mr. Rolin waived his right to repayment. The loan is now repayable upon demand. III

~~Mr.~~ITEM ~~Cruz has indicated that he may loan us additional funds, as needed, to pay administrative costs and for operating capital~~10. ~~We do not~~DIRECTORS, ~~however,~~ ~~have~~EXECUTIVE ~~any~~OFFICERS ~~formal~~AND ~~agreement~~CORPORATE ~~from Mr. Cruz to provide such funding.~~ GOVERNANCE

~~Section~~As ~~16(a)~~at ~~Beneficial~~the ~~Ownership~~date ~~Compliance~~of this report, our directors and executive officer, their ages, positions held, and duration of such, are as follows:

Section 16(a) of the Securities Exchange Act requires our executive officer and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2011, all filing requirements applicable to its officer, directors and greater than ten percent beneficial owners were complied with.

Name	Position Held with our Company	Age	Date First Elected or Appointed

Angel Cruz	President, Secretary and Treasurer	44	March 16, 2011

~~Code~~Business ~~of Ethics~~ Experience

~~Effective~~The ~~October~~following ~~22,~~is ~~2005,~~a ~~our~~brief ~~company's~~account ~~board~~ of ~~directors adopted~~the aeducation ~~Code of Business Conduct~~ and ~~Ethics~~business ~~that~~experience ~~applies~~during ~~to,~~at ~~among~~least ~~other persons,~~the ~~our~~past ~~company's~~five ~~president~~years ~~(being~~of ~~our~~each ~~principal~~director, executive officer) and ~~our company's~~key ~~secretary~~employee, ~~(being~~indicating ~~our~~the principal ~~financial~~occupation ~~and~~during ~~accounting~~that ~~officer~~period, and ~~controller),~~ asthe ~~well~~name asand ~~persons~~principal ~~performing~~business ~~similar functions. As adopted, our Code~~ of ~~Business~~the ~~Conduct~~organization ~~and~~in ~~Ethics~~which ~~sets~~such ~~forth~~occupation ~~written standards that are designed to deter wrongdoing~~ and toemployment ~~promote:~~were carried out.

-Angel ~~28 -~~ Cruz

~~(1)~~Mr. ~~honest~~Cruz became our President, Secretary and ~~ethical~~Treasurer ~~conduct~~on March 16, ~~including~~2011. ~~the~~From ~~ethical~~2005 ~~handling of~~through ~~actual~~2010, orMr. ~~apparent~~Cruz ~~conflicts~~was ofa ~~interest~~geologist ~~between~~for ~~personal~~Compania ~~and~~Minera ~~professional relationships;~~de Colima. From 2000 to 2004, Mr. Cruz served as Principal Investigator/Research Scientist at EAFIT University in Columbia. In 1989, Mr. Cruz received his B.Sc. Honours Geology from EAFIT University in Medellín, Antioquia, Colombia specializing in sedimentology, stratigraphy and geomorphology.

~~(2)~~Committees ~~full,~~of ~~fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to,~~ the ~~Securities and Exchange Commission and in other public communications made by us;~~ Board

~~(3)~~Currently ~~compliance~~our ~~with~~company ~~applicable~~has ~~governmental~~the ~~laws,~~following ~~rules and regulations;~~ committees:

~~(4)~~- ~~the~~Audit ~~prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics~~Committee; ~~and~~

~~(5)~~- ~~accountability~~Nominating ~~for~~and ~~adherence~~Corporate toGovernance ~~the~~Committee; ~~Code of Business Conduct~~ and ~~Ethics.~~

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

InOur ~~addition,~~Audit ~~our~~Committee ~~Code~~is ofcurrently ~~Business~~made ~~Conduct~~up ~~and~~of ~~Ethics~~Angel emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities lawsCruz. The ~~Any~~Audit ~~employee~~Committee ~~who~~is ~~becomes~~governed ~~aware of any incidents involving financial or accounting manipulation or other irregularities, whether~~ by ~~witnessing~~ the ~~incident~~Audit orCommittee ~~being~~Charter ~~told~~adopted ~~of it, must report it to his or her immediate supervisor or to our company's president or secretary. If the incident involves an alleged breach of the Code of Business Conduct and Ethics~~ by the ~~president or secretary, the incident must be reported to any member of our~~ board of directors. ~~Any~~on ~~failure~~October to22, ~~report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter~~2005. ~~It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.~~

Our ~~Code~~Nominating ofand ~~Business~~Corporate ~~Conduct~~Governance ~~and~~Committee ~~Ethics~~ is ~~filed~~currently ~~herewith~~made ~~with the~~up ~~Securities~~of ~~and~~Angel ~~Exchange Commission as Exhibit 14~~Cruz.1 The toNominating ~~this~~and ~~annual~~Corporate ~~report.~~Governance ~~We will~~Committee ~~provide~~is agoverned ~~copy~~by of the ~~Code~~Nominating ~~of Business Conduct~~ and ~~Ethics~~Corporate toGovernance ~~any~~Committee ~~person without~~Charter ~~charge,~~adopted ~~upon~~by ~~request.~~the ~~Requests~~board ~~can~~of bedirectors ~~sent~~on ~~to:~~October ~~1 Yonge Street~~22, ~~Suite 1801, Toronto, ON, M5E 1W7~~2005.

~~Audit~~Our Compensation Committee ~~Financial~~is ~~Expert~~currently made up of Angel Cruz. The Compensation Committee is governed by the Compensation Committee Charter adopted by the board of directors on October 22, 2005.

Our Board of Directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Term 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. 26

WeFamily believe that the member of our Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date. Relationships

-There 29are -no family relationships between any of our current and former directors or executive officers.

~~Item~~Involvement ~~11.~~in ~~Executive~~Certain ~~Compensation.~~Legal Proceedings

~~There~~Our ~~has~~sole ~~not~~director ~~been~~who ~~any~~is ~~compensation~~also ~~awarded~~our toexecutive officer, ~~earned~~principal ~~by,~~financial ~~or paid~~officer toand ~~our~~control ~~directors~~persons ~~and~~have ~~executive~~not ~~officer~~been ~~for~~involved in any of the ~~last~~following ~~three~~events ~~completed financial~~during ~~years.~~the past ten years:

~~Employment/Consulting~~(1) ~~Agreements~~filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

~~There~~(2) ~~are~~was noconvicted ~~written~~in ~~employment~~a criminal proceeding or ~~consulting~~named ~~agreements between~~subject usof ~~and~~a ~~any~~pending ofcriminal ~~our~~proceeding ~~directors~~(excluding traffic violations and ~~executive~~other ~~officer.~~minor offenses);

~~Long-Term~~(3) ~~Incentive~~was ~~Plans~~the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;

~~There~~(4) ~~are~~was nothe ~~arrangements~~subject orof ~~plans~~any inorder, ~~which~~judgment weor ~~provide~~decree, ~~pension~~not subsequently reversed, ~~retirement~~ suspended or ~~similar~~vacated, ~~benefits~~of ~~for~~any ~~directors~~federal or ~~executive~~state ~~officer~~authority barring, ~~except~~suspending ~~that our~~or ~~directors~~otherwise ~~and~~limiting ~~executive~~for ~~officer~~more ~~may~~than ~~receive~~60 ~~stock~~days ~~options at~~ the ~~discretion of~~right ~~our board~~ of ~~directors.~~such Weperson doto ~~not~~engage ~~have~~in any ~~material~~activity ~~bonus~~described orabove ~~profit~~under ~~sharing plans~~this ~~pursuant~~Item, ~~to which cash~~ or ~~non-cash compensation is or may be paid~~ to ~~our directors or executive officer, except that stock options may~~ be ~~granted~~associated atwith ~~the discretion~~persons ofengaged ~~our~~in ~~board~~any ofsuch ~~directors.~~ activity;

We(5) ~~have~~was nofound ~~plans~~by ora ~~arrangements~~court ~~in respect~~ of ~~remuneration received~~competent orjurisdiction ~~that~~in ~~may~~a becivil ~~received~~action or by ~~our executive officer to compensate such officer in~~ the ~~event~~Securities ofand ~~termination~~Exchange ofCommission ~~employment~~to ~~(as~~have aviolated ~~result~~any offederal ~~resignation, retirement, change of control)~~ or astate ~~change~~securities oflaw ~~responsibilities~~and ~~following a change of control, where~~ the ~~value~~judgment ofin ~~such~~subsequently ~~compensation exceeds $60~~reversed,~~000~~ ~~per executive~~suspended ~~officer.~~or vacate;

~~Stock~~(6) ~~Option~~was ~~Plan~~found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

~~Currently~~(7) was the subject of, ~~there~~or ~~are~~a noparty ~~stock~~to, ~~option~~any ~~plans~~Federal inor ~~favour~~State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any ~~officer~~ Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, ~~directors~~but not limited to, ~~consultants~~a temporary or ~~employees~~permanent injunction, order of ~~ours.~~disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

~~Stock~~(8) ~~Options/SAR~~was ~~Grants~~the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~There were no grants of stock options or stock appreciation rights to any officer, directors, consultants or employees of ours during the fiscal year ended July 31, 2011.~~ 27

~~Aggregated~~Conflicts ~~Option~~of ~~Exercises in Last Fiscal Year and Fiscal Year End Values~~ Interest

~~There~~Our ~~were~~sole nodirector ~~stock~~and ~~options~~officer ~~outstanding~~is not obligated to commit his full time and attention to our business and, accordingly, he may encounter a conflict of interest in allocating his time between our operations and those of other businesses. In the course of their other business activities, he may become aware of investment and business opportunities which may be appropriate for presentation to us as atwell ~~July~~as 31other entities to which he owes a fiduciary duty. As a result, ~~2011~~he may have conflicts of interest in determining to which entity a particular business opportunity should be presented. He may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

~~Directors~~In ~~Compensation~~general, officers and directors of a corporation are required to present business opportunities to the corporation if:

We- ~~reimburse~~The ~~our~~corporation ~~directors~~could ~~for~~financially ~~expenses~~undertake ~~incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in~~ the ~~year ended July 31, 2011.~~ opportunity;

We have no present formal plan for compensating our directors for their service in their capacity as directors, although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-~~of-pocket~~ ~~expenses incurred in connection with attendance at meetings of our board of directors.~~ The ~~board~~opportunity ofis ~~directors~~within ~~may~~the ~~award~~corporation’s ~~special~~line ~~remuneration to any director undertaking any special services on behalf~~ of ~~our~~business; ~~company other than services ordinarily required of a director. Other than indicated in this annual report, no director received~~ and~~/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.~~

- 30It -would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

~~Report~~Our oncode ~~Executive~~of ~~Compensation~~ethics obligates our Directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

~~Our~~Section ~~compensation program for our executive officer is administered and reviewed by our board of directors. Historically, executive compensation consists of~~ 16(a) ~~combination~~Beneficial ofOwnership base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing. Compliance

~~Item~~Section ~~12.~~16(a) ~~Security~~of ~~Ownership~~the Securities Exchange Act requires our executive officer and directors, and persons who own more than 10% of ~~Certain~~our ~~Beneficial~~common ~~Owners~~stock, to file reports regarding ownership of, and ~~Management~~transactions in, our securities with the Securities and ~~Related~~Exchange ~~Stockholder~~Commission ~~Matters~~and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2012, all filing requirements applicable to its officer, directors and greater than ten percent beneficial owners were complied with.

~~The~~Code ~~following table sets forth, as at November 10, 2011, certain information with respect to the beneficial ownership~~ of our common stock by each shareholder known by us to be the beneficial owner of more than five percent (5%) of our common stock, and by each of our current directors and executive officer. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. Ethics

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(1)
Ludvik Rolin 1559 Rupert, North Vancouver, BC V7J 1G3 Canada	2,000,000 common shares	57.2%
Hill Town Capital 145-157 St. John Street London, UK	661,0000 common shares	18.91%
Directors and Executive Officer as a Group	0%	0%

Effective October 22, 2005, our company's board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company's president (being our principal executive officer) and our company's secretary (being our principal financial and accounting officer and controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

(1) ~~Based~~honest ~~on 3,494,940 shares of common stock issued~~ and ~~outstanding~~ethical ~~as of November 10~~conduct, ~~2011.~~including ~~Except as otherwise indicated, we believe that~~ the ~~beneficial~~ethical ~~owners~~handling of ~~the~~actual common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or ~~investment~~apparent ~~power~~conflicts ~~with respect to securities. Shares~~ of ~~common~~interest ~~stock~~between ~~subject~~personal toand ~~options~~professional or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other personrelationships;

-(2) 31full, -fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

~~Future Changes in Control~~ 28

We(3) ~~are~~compliance ~~unaware~~with ofapplicable ~~any~~governmental ~~contract or other arrangement~~laws, ~~the operation~~rules ofand ~~which may, at a subsequent date, result in a change in control of our company.~~ regulations;

~~Item~~(4) ~~13.~~the ~~Certain~~prompt ~~Relationships~~internal reporting of violations of the Code of Business Conduct and ~~Related~~Ethics ~~Transactions.~~to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

~~Other~~(5) ~~than~~accountability asfor ~~described~~adherence ~~under~~to the ~~heading~~Code ~~"Executive Compensation", or as set forth below, there are no material transactions with any~~ of ~~our~~Business ~~directors,~~Conduct ~~officer~~and ~~or control person that have occurred during the last fiscal year~~Ethics.

~~Item~~Our 14Code of Business Conduct and Ethics requires, among other things, that all of our company's personnel shall be accorded full access to our president and secretary with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, ~~Principal~~all ~~Accountant~~of ~~Fees~~our company's personnel are to be accorded full access to our company's board of directors if any such matter involves an alleged breach of the Code of Business Conduct and ~~Services~~Ethics by our president or secretary.

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

~~The~~Audit ~~aggregate~~Committee ~~fees~~Financial billed by LBB & Associates Ltd., LLP for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2011 were estimated to be $5,950. Expert

Our sole director has determined that the Audit ~~Related~~Committee ~~Fees~~does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Term 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

~~For~~We ~~the~~believe ~~fiscal~~that ~~year~~our ~~ended~~sole ~~July~~director ~~31,~~is ~~2011,~~capable ~~the~~of ~~aggregate~~analyzing ~~fees billed~~and ~~for~~evaluating ~~assurance~~our financial statements and ~~related~~understanding ~~services~~internal bycontrols ~~LBB~~and &procedures ~~Associates~~for ~~Ltd~~financial reporting. In addition, ~~LLP relating~~we tobelieve ~~the~~that ~~performance~~retaining ofan ~~the~~independent ~~audit~~director ofwho ~~our~~would qualify as an "audit committee financial ~~statements~~expert" ~~which~~would ~~are~~ be overly costly and burdensome and is not ~~reported~~warranted ~~under~~in our circumstances given the ~~caption~~early ~~"Audit~~stages ~~Fees"~~of ~~above,~~our ~~was~~development ~~$6,450.~~and the fact that we have not generated revenues to date.

~~Tax~~ITEM ~~Fees~~11. EXECUTIVE COMPENSATION

~~For~~There ~~the~~has ~~fiscal~~not ~~year~~been ~~ended~~any ~~July~~compensation ~~31,~~awarded ~~2011~~to, ~~the~~earned ~~aggregate fees billed~~ by, ~~LBB~~or &paid ~~Associates~~to ~~Ltd.,~~our ~~LLP~~directors ~~for~~and ~~other~~executive ~~non-audit~~officer ~~professional services,~~for ~~other~~the ~~than~~last ~~those~~three ~~services~~completed ~~listed~~financial ~~above, totalled $0~~years.

WeEmployment/Consulting do not use LBB & Associates Ltd., LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing services. Agreements

~~Effective~~There ~~May~~are 6,no ~~2003,~~written ~~the~~employment ~~Securities~~or ~~and~~consulting ~~Exchange~~agreements ~~Commission adopted~~between ~~rules that require that before LBB & Associates Ltd., LLP is engaged by~~ us toand ~~render~~ any ~~auditing~~of orour ~~permitted~~directors ~~non-audit~~and ~~related~~executive ~~service, the engagement be:~~ officer.

~~approved by our audit committee (which consists of entire Board of Directors); or~~ 29

~~entered into pursuant to pre~~Long-~~approval~~Term ~~policies~~Incentive and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management. Plans

~~The~~There ~~audit~~are ~~committee~~no ~~pre-approves~~arrangements ~~all~~or ~~services~~plans ~~provided~~in bywhich ~~our independent~~we ~~auditors.~~provide ~~The~~pension, ~~pre-approval~~retirement ~~process~~or ~~has~~similar ~~just~~benefits ~~been~~for ~~implemented~~directors ~~in response~~or toexecutive ~~the~~officer, ~~new~~except ~~rules,~~that our directors and ~~therefore,~~executive officer may receive stock options at the ~~audit~~discretion ~~committee~~of ~~does~~our board of directors. We do not have ~~records~~ ofany ~~what~~material ~~percentage~~bonus ofor ~~the~~profit ~~above~~sharing ~~fees~~plans ~~were~~pursuant ~~pre~~to which cash or non-~~approved.~~cash ~~However,~~compensation ~~all~~is ~~of the~~or ~~above~~may ~~services~~be ~~and~~paid ~~fees~~to ~~were~~our ~~reviewed~~directors ~~and~~or ~~approved~~executive byofficer, ~~the~~except ~~audit committee~~that ~~either~~stock ~~before~~options ormay ~~after~~be granted at the ~~respective~~discretion ~~services~~of ~~were~~our ~~rendered.~~board of directors.

-We 32have -no plans or arrangements in respect of remuneration received or that may be received by our executive officer to compensate such officer in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

~~The~~Stock ~~audit~~Option committee has considered the nature and amount of fees billed by LBB & Associates Ltd., LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining LBB & Associates Ltd., LLP's independence. Plan

~~Item~~Currently, ~~15.~~there ~~Exhibits~~are no stock option plans in favour of any officer, directors, consultants or employees of ours.

~~Exhibit~~Stock ~~Number~~Options/SAR ~~and Exhibit Title~~ Grants

(3)	Charter and By-laws
3.1	Articles of Incorporation (incorporated by reference from our SB-2 Registration Statement filed October 5, 2004).
3.2	Bylaws (incorporated by reference from our SB-2 Registration Statement filed October 5, 2004).
(10)	Material Contracts
10.1	Loan Agreement dated April 12, 2004 (incorporated by reference from our Registration Statement on Form SB-2, filed on October 5, 2004).
(31)	Section 302 Certification
31.1	Certification of Angel Cruz
(32)	Section 906 Certification
32.1	Certification of Angel Cruz

There were no grants of stock options or stock appreciation rights to any officer, directors, consultants or employees of ours during the fiscal year ended July 31, 2012.

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

InThere ~~accordance~~were ~~with~~no ~~Section~~stock 13options oroutstanding ~~15(d)~~as ofat ~~the~~July ~~Exchange Act~~31, ~~the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~2012.

~~VICTORY~~Directors ~~EAGLE RESOURCES CORP.~~ Compensation

~~By:~~We /reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's/ ~~Angel~~fees ~~Cruz~~or ~~Angel~~other ~~Cruz, President,~~cash ~~Secretary~~compensation ~~and~~for ~~Treasurer~~services ~~(Principal~~rendered ~~Executive~~as ~~Officer,~~a ~~Principal Financial~~director ~~Officer~~in ~~and~~the ~~Principal~~year ~~Accounting~~ended ~~Officer)~~July 31, 2012.

~~Date:~~We ~~November~~have 14no present formal plan for compensating our directors for their service in their capacity as directors, ~~2011~~although in the future, such directors are expected to receive compensation and options to purchase shares of common stock as awarded by our board of directors or (as to future options) a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. Other than indicated in this annual report, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.

~~In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~ 30

Signature	Title	Date
/s/ Angel Cruz
Angel Cruz	President, Secretary and Treasurer	November 14, 2011

Report on Executive Compensation

Our compensation program for our executive officer is administered and reviewed by our board of directors. Historically, executive compensation consists of a combination of base salary and bonuses. Individual compensation levels are designed to reflect individual responsibilities, performance and experience, as well as the performance of our company. The determination of discretionary bonuses is based on various factors, including implementation of our business plan, acquisition of assets, development of corporate opportunities and completion of financing.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as at the date of this report, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent (5%) of our common stock, and by each of our current directors and executive officer. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)	Percentage of Class(1)

Ludvik Rolin 1559 Rupert, North Vancouver, BC V7J 1G3 Canada	2,000,000 common shares		55.33	%

Hill Town Capital 145-157 St. John Street London, UK	661,0000 common shares		18.29	%

Directors and Executive Officer as a Group	None		0	%

(1)

Based on 3,614,940 shares of common stock issued and outstanding as of the date of this report. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person

Future Changes in Control

We are unaware of any contract or other arrangement, the operation of which may, at a subsequent date, result in a change in control of our company.

ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our sole director and officer, 5% shareholders, or any members of the immediate families of the foregoing persons has been indebted to us during the last fiscal year or the current fiscal year in an amount exceeding $60,000.

On March 19, 2004, we issued a total of 2,000,000 shares of restricted common stock to Mr. Rolin, a former officer and director of our company for subscription proceeds of $2,000. On April 12, 2004, Mr. Rolin loaned us $26,500 for the partial payment of offering expenses and general administrative expenses. The loan bears interest at a rate of 10% per annum and is not convertible into shares of the Company. Under the terms of the loan agreement, Mr. Rolin was entitled to repayment if the company raised a minimum of $50,000 in our SB-2 offering. The company successfully raised this amount. However, Mr. Rolin waived his right to repayment. The loan is now repayable upon demand.

Mr. Cruz has advanced us $1,449 as of the date of this report and has indicated that he may loan us additional funds, as needed, to pay administrative costs and for operating capital. We do not, however, have any formal agreement with Mr. Cruz to provide us with such funding.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described above were approved and ratified by our current and former directors and officers. In connection with the approval of the transactions described above, our officers and directors took into account various factors, including their fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our officers and Directors will continue to approve any related party transaction based on the criteria set forth above.

Director Independence

The Over-The-Counter Bulletin Board does not have rules regarding director independence. The Company will seek to appoint independent Directors, if and when it is required to do so.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate fees billed by LBB & Associates Ltd., LLP for professional services rendered for the audit of our annual financial statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2012 were estimated to be $6,500.

Audit Related Fees

For the fiscal year ended July 31, 2012, the aggregate fees billed for assurance and related services by LBB & Associates Ltd., LLP relating to the performance of the audit of our financial statements which are not reported under the caption "Audit Fees" above, were $5,550.

Tax Fees

For the fiscal year ended July 31, 2012, the aggregate fees billed by LBB & Associates Ltd., LLP for other non-audit professional services, other than those services listed above, were $Nil.

We do not engage LBB & Associates Ltd., LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before LBB & Associates Ltd., LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-	approved by our audit committee (which consists of entire Board of Directors); or

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

The audit committee pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented in response to the new rules, and therefore, the audit committee does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the audit committee either before or after the respective services were rendered.

The audit committee has considered the nature and amount of fees billed by LBB & Associates Ltd., LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining LBB & Associates Ltd., LLP's independence.

PART IV

ITEM 5.

EXHIBITS

Exhibit Number and Exhibit Title

(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

*Filed herewith

** 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

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VICTORY EAGLE RESOURCES CORP.

By:	/s/ Angel Cruz
	Angel Cruz, President, Secretary and Treasurer
	(Principal Executive Officer, Principal Financial Officer
	and Principal Accounting Officer)

Date: October 29, 2012

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Angel Cruz
Angel Cruz	President, Secretary and Treasurer	October 29, 2012

Filing Compare · VICTORY EAGLE RESOURCES CORP.