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

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

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2011

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

For the transition period from _________ to __________

Commission file number 000-119546

Victory Eagle Resources Corp. (Exact name of small business issuer as specified in its charter) Nevada N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Victory Eagle Resources Corp.
(Exact name of small business issuer as specified in its charter)

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

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

(647) 238-7383
(Issuer's telephone number)

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

1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7 (Address of principal executive offices) (647) 238-7383 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer “[ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS ~~BANKRUPTCY~~DURING THE PRECEDING FIVE YEARS

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

3,394,940 common shares issued and outstanding as of ~~March~~June 1520, 2011

Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]

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

~~Item~~Page 1~~. Financial Statements~~

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

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

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

BALANCE SHEETS

		April 30, 2011			July 31, 2010
		(Unaudited)
ASSETS
Current assets
Cash	$	7,642		$	3,381
Prepaid expenses		1,750			3,550
Total current assets		9,392			6,931
Total assets	$	9,392		$	6,931
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	6,994		$	7,220
Note payable - stockholder		26,500			26,500
Accrued interest on stockholder note payable		18,754			16,750
Total current liabilities		52,248			50,470
Total liabilities		52,248			50,470
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized; 3,394,940 and 2,733,940 shares issued and outstanding at April 30, 2011 and July 31, 2010		3,395			2,734
Additional paid-in capital		145,968			116,629
Subscription receivable		(3,880	)		-
Deficit accumulated during the exploration stage		(188,339	)		(162,902	)
Total stockholders' deficit		(42,856	)		(43,539	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,392		$	6,931

	January 31, 2011 (Unaudited)			July 31, 2010
ASSETS
Current assets
Cash	$	10,034		$	3,381
Prepaid expenses		2,250			3,550
Total current assets		12,284			6,931
Total assets	$	12,284		$	6,931
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	5,350		$	7,220
Note payable - stockholder		26,500			26,500
Accrued interest on stockholder note payable		18,086			16,750
Total current liabilities		49,936			50,470
Total liabilities		49,936			50,470
STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 25,000,000 shares authorized; 3,394,940 and 2,733,940 shares issued and outstanding at January 31, 2011 and July 31, 2010		3,395			2,734
Additional paid-in capital		145,968			116,629
Subscription receivable		(3,880	)		-
Deficit accumulated during the exploration stage		(183,135	)		(162,902	)
Total stockholders' deficit		(37,652	)		(43,539	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	12,284		$	6,931

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

~~See~~VICTORY ~~accompanying~~EAGLE ~~notes~~RESOURCES toCORP. ~~financial~~(AN ~~statements.~~EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS Three and Nine Months Ended April 30, 2011 and 2010 and the Period from March 18, 2004 (Inception) through April 30, 2011 (Unaudited)

F-1

														Inception
		Three Months						Nine Months						Through
		Ended April 30,						Ended April 30,						April 30,

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

~~VICTORY~~See ~~EAGLE~~accompanying ~~RESOURCES~~summary ~~CORP~~of accounting policies and notes to financial statements.

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

STATEMENTS OF OPERATIONS

		Nine Months			Nine Months			Inception
		Ended			Ended			Through
		April 30,			April 30,			April 30,
		2011			2010			2011
CASH FLOWS FROM OPERATINGACTIVITIES:
Net loss	$	(25,437	)	$	(22,357	)	$	(188,339	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property rights		-			-			11,500
Net change in:
Prepaid expenses		1,800			(3,950	)		(1,750	)
Accounts payable and accrued liabilities		(226	)		(9,580	)		6,994
Accrued interest on shareholder notes payable		2,004			2,004			18,754
NET CASH USED IN OPERATING ACTIVITIES		(21,859	)		(33,883	)		(152,841	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral property rights		-			-			(2,000	)
NET CASH USED IN INVESTING ACTIVITES		-			-			(2,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable – shareholder		-			-			26,500
Proceeds from sale of common stock		26,120			36,100			135,983

NET CASH PROVIDED BY FINANCING ACTIVITIES		26,120			36,100			162,483
NET CHANGE IN CASH		4,261			2,217			7,642
Cash, beginning of period		3,381			4,034			-
Cash, end of period	$	7,642		$	6,251		$	7,642
SUPPLEMENTAL DISCLOSURES
Stock issued for mineral property costs	$	-		$	-		$	9,500
Issuance of common stock for subscription receivable	$	3,880		$	-		$	3,880

~~Three~~See ~~and~~accompanying ~~Six~~summary ~~Months~~of ~~Ended~~accounting ~~January~~policies ~~31,~~and ~~2011~~notes ~~and~~to financial ~~2010~~statements.

~~and~~VICTORY ~~the~~EAGLE ~~Period~~RESOURCES ~~from~~CORP. ~~March~~(AN ~~18,~~EXPLORATION ~~2004~~STAGE ~~(Inception~~COMPANY) ~~through~~NOTES ~~January~~TO ~~31,~~FINANCIAL ~~2011~~STATEMENTS (Unaudited)

~~(Unaudited)~~NOTE 1 - BASIS OF PRESENTATION

	Three Months Ended January 31,						Six Months Ended January 31,						Inception Through January 31,
	2011			2010			2011			2010			2011
Operating expenses:
Exploration cost	$	-		$	-		$	-		$	-		$	9,500
General and administrative		13,667			8,421			18,897			13,231			155,549
Operating loss		(13,667	)		(8,421	)		(18,897	)		(13,231	)		(165,049	)
Interest expense		(668	)		(668	)		(1,336	)		(1,336	)		(18,086	)
Net loss		(14,335	)		(9,089	)		(20,233	)		(14,567	)		(183,135	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		3,064,440			2,733,940			2,899,190			2,733,940

The accompanying unaudited interim financial statements of Victory Eagle Resources Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been omitted.

~~See~~NOTE ~~accompanying~~2 ~~notes~~- toRELATED ~~financial~~PARTY ~~statements.~~TRANSACTIONS

~~F-2~~In July 2004, the president of the Company acquired eight mineral claims by arranging the staking of the same through a third party. He paid $1,100 to stake the claims, and has agreed to contribute the claims to the Company in order for the company to mine these claims. As of April 30, 2011 the claims were still in the President’s name. The claims are expected to be transferred to the Company at the stockholder's basis ($1,100) when the Company determines it is economical to mine the claims.

~~VICTORY~~NOTE ~~EAGLE~~3 ~~RESOURCES~~- ~~CORP.~~NOTE PAYABLE - STOCKHOLDER

~~(AN~~During ~~EXPLORATION~~April ~~STAGE~~2004 ~~COMPANY)~~the majority shareholder of the Company loaned the company $26,500. Interest is being accrued on this note at the rate of 10% per annum. As at April 30, 2011, the interest accrued on the loan is $18,754. The note payable and accrued interest are payable on demand.

~~STATEMENTS~~NOTE OF4 ~~CASH~~- ~~FLOWS~~COMMON STOCK

~~Six~~On ~~Months~~December ~~Ended~~10, ~~January~~2009 31the Company received $36,100 ~~2011~~for subscriptions ~~and~~for 361,000 shares at $0.10 per share. The shares were issued on December 16, 2010.

~~and~~During the ~~Period~~nine ~~from~~months ~~March~~ended 18April 30, ~~2004~~2011 ~~(Inception)~~the ~~through~~Company received ~~January~~$26,120 31for subscriptions for 300,000 shares at $0.10 per share. The shares were issued on December 16, 2010. As at April 30, 2011 and the date of these financial statements $3,880 of the proceeds for the shares was outstanding.

~~(Unaudited)~~Item 2. Management's Discussion and Analysis and Plan of Operation.

	Six Months Ended			Six Months Ended			Inception Through
	January 31, 2011			January 31, 2010			January 31, 2011
CASH FLOWS FROM OPERATINGACTIVITIES:
Net loss	$	(20,233	)	$	(14,567	)	$	(183,135	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property rights		-			-			11,500
Net change in:
Prepaid expenses		1,300			(4,400	)		(2,250	)
Accounts payable and accrued liabilities		(1,870	)		(11,505	)		5,350
Accrued interest on shareholder notes payable		1,336			1,336			18,086
NET CASH USED IN OPERATING ACTIVITIES		(19,467	)		(29,136	)		(150,449	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral property rights		-			-			(2,000	)
NET CASH USED IN INVESTING ACTIVITES		-			-			(2,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - shareholder		-			-			26,500
Proceeds from sale of common stock		26,120			36,100			135,983
NET CASH PROVIDED BY FINANCING ACTIVITIES		26,120			36,100			162,483
NET CHANGE IN CASH		6,653			6,964			10,034
Cash, beginning of period		3,381			4,034			-
Cash, end of period	$	10,034		$	10,998		$	10,034
SUPPLEMENTAL DISCLOSURES
Stock issued for mineral property costs	$	-		$	-		$	9,500
Issuance of common stock for subscription receivable	$	3,880		$			$	3,880

FORWARD-LOOKING STATEMENTS

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

FAlthough we believe that the expectations reflected in the forward-3looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

~~(AN~~As ~~EXPLORATION~~used ~~STAGE~~in ~~COMPANY)~~this quarterly report, the terms "we", "us", "our", and "Victory Eagle" mean Victory Eagle Resources Corp., unless otherwise indicated.

~~NOTES~~Corporate ~~TO FINANCIAL STATEMENTS~~History

~~JANUARY~~We 31were incorporated in the State of Nevada on March 18, ~~2011~~2004. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at Suite 880-50 West Liberty Street, Reno, Nevada 89501 and our business office is located at 133 Atlas Toronto, Ontario M6C 3P4.

~~(Unaudited)~~Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

~~NOTE~~Our 1Current ~~- BASIS OF PRESENTATION~~Business

~~The~~We ~~accompanying~~are ~~unaudited~~an ~~interim~~exploration ~~financial~~stage ~~statements~~resource ofcompany, ~~Victory~~and ~~Eagle~~are ~~Resources~~primarily engaged ~~Corp. (the “Company”) have been prepared~~ in ~~accordance with accounting principles generally accepted in~~ the ~~United~~exploration ~~States~~for ~~of America~~ and ~~the~~development ~~rules of the Securities and Exchange Commission ("SEC"), and should be read~~ in ~~conjunction with~~ the ~~audited~~properties ~~financial statements and notes thereto contained~~ in ~~the~~which ~~Company's~~we have ~~Form~~acquired ~~10-K~~interests. InWe ~~the~~do ~~opinion~~not ofcurrently ~~management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented~~ have ~~been~~any ~~reflected herein~~properties. ~~The~~We ~~results of operations for interim periods~~ are actively ~~not~~pursuing ~~necessarily~~an ~~indicative~~acquisition of ~~the~~a ~~results~~resource ~~to be expected for the full year~~property. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been omitted.

~~NOTE~~Product 2Research -and ~~RELATED PARTY TRANSACTIONS~~Development

InOur ~~July~~business ~~2004,~~plan ~~the~~is ~~former~~focused ~~president~~on of the ~~Company~~long-term ~~acquired~~exploration ~~eight mineral claims by arranging the staking of the same through a third party. He paid $1,100 to stake the claims,~~ and development ~~has agreed to contribute the claims to the Company in order for the company to mine these claims. As~~ of ~~January~~our ~~31,~~mineral ~~2011 the claims were still in the former President’s name~~properties. ~~The claims are expected to be transferred to the Company at the stockholder's basis ($1,100) when the Company determines it is economical to mine the claims.~~

~~NOTE~~We 3do -not ~~NOTE~~anticipate ~~PAYABLE~~that -we ~~STOCKHOLDER~~will expend any significant funds on research and development over the next twelve months ending April 30, 2012.

During April 2004 the majority shareholder of the Company loaned the company $26,500. Interest is being accrued on this note at the rate of 10% per annum. As at January 31, 2011, the interest accrued on the loan is $18,086. The note payable and accrued interest are payable on demand.Employees

~~NOTE~~Currently 4there are no full time or part-time ~~COMMON~~employees ~~STOCK~~of our Company (other than our directors and officer who, at present, have not signed employment or consulting agreements with us). We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officer or directors). We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

OnPurchase ~~December~~or ~~10,~~Sale ~~2009~~of ~~the Company received $36,100 for subscriptions for 361,000 shares at $0.10 per share. The shares were issued on December 16, 2010.~~Equipment

~~During~~We ~~the~~do ~~six~~not ~~months~~intend ~~ended~~to ~~January~~purchase ~~31,~~any ~~2011~~significant ~~the~~equipment ~~Company~~over ~~received $26,120 for subscriptions for 300,000 shares at $0.10 per share. The shares were issued on December 16, 2010. As at January 31, 2011 and~~ the next ~~date~~twelve ofmonths ~~these~~ending ~~financial~~April ~~statements $3~~30,~~880~~ ~~of the proceeds for the shares were outstanding~~2012.

~~NOTE 5 - SUBSEQUENT EVENTS~~Competition

OnThe ~~March~~gold ~~16,~~mining ~~2011,~~industry ~~Kelly~~is ~~Dodge,~~fragmented. ~~our~~We ~~President,~~compete ~~Treasurer~~with ~~and~~other exploration ~~Secretary~~companies ~~resigned.~~looking Mrfor gold. ~~Dodge~~We ~~shall~~are ~~remain~~one onof the ~~board~~smallest ofexploration companies ~~directors~~in existence. MrWe are an infinitely small participant in the gold mining market. ~~Dodge~~While ~~was~~we ~~replaced~~compete bywith ~~Angel~~other ~~Cruz~~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.

~~F-4~~We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

~~Item 2.~~Government ~~Management's~~Regulations ~~Discussion~~ and ~~Analysis and Plan of Operation.~~Supervision

~~FORWARD-LOOKING~~Our ~~STATEMENTS~~future mineral exploration program will be subject to applicable rules and regulations of the jurisdiction in which we hold properties. As of April 30, 2011 we do not hold rights to any mineral properties. Our future property will likely be subject to rules similar to the Mineral Tenure Act (Ontario) and Regulation. This act sets forth rules for:

~~This~~Locating ~~quarterly~~claims report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
~~Although~~Posting weclaims believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
~~Our~~Working ~~financial~~claims statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.
AsReporting ~~used~~work inperformed ~~this quarterly report, the terms "we", "us", "our", and "Victory Eagle" mean Victory Eagle Resources Corp., unless otherwise indicated.~~

~~Corporate~~We ~~History~~also 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:

WeProspecting ~~were~~using ~~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~~hand-50held ~~West~~tools ~~Liberty Street, Reno, Nevada 89501 and our business office is located at 1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7.~~
~~Other~~Geological ~~than~~and asgeochemical ~~set~~surveying out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
~~Our~~Airborne ~~Current~~geophysical ~~Business~~surveying
WeHand-trenching ~~are~~without ~~an exploration stage resource company, and are primarily engaged in~~ the ~~exploration~~use ~~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 aexplosives ~~resource property.~~
~~Product~~The ~~Research~~establishment ~~and~~of ~~Development~~gridlines that do not require the felling of trees
~~Our~~Exploration ~~business~~activities ~~plan~~that iswe ~~focused~~intend on ~~the~~carrying ~~long-term~~out ~~exploration~~which ~~and~~are ~~development~~subject to the provisions of ~~our~~the ~~mineral~~Code ~~properties.~~are as follows:
WeDrilling, dotrenching ~~not anticipate that we will expend any significant funds on research~~ and ~~development~~excavating ~~over~~using ~~the~~machinery ~~next twelve months ending January 31, 2012.~~
~~Employees~~Disturbance of the ground by mechanical means

~~Currently~~Compliance ~~there~~with ~~are~~these norules ~~full~~and ~~time~~regulations orwill ~~part-time~~require ~~employees~~us ofto meet ~~our~~the ~~Company~~minimum ~~(other~~annual ~~than~~work ~~our~~requirements. ~~directors and officer who~~Also, atprior ~~present,~~to ~~have~~proceeding ~~not signed employment or consulting agreements~~ with ~~us). We do not expect~~ any exploration ~~material~~work ~~changes~~subject into the ~~number~~Code ofwe ~~employees~~must ~~over~~apply ~~the~~for ~~next~~a 12notice ~~month~~of ~~period~~work permit. ~~(although~~In wethis ~~may~~notice ~~enter~~we ~~into~~will ~~employment~~be orrequired ~~consulting~~to ~~agreements~~set ~~with~~out ~~our~~the ~~officer~~location, ornature, extent ~~directors). We do~~ and ~~will~~duration ~~continue~~of tothe ~~outsource~~proposed ~~contract~~exploration ~~employment as needed~~activities. ~~However,~~The ifnotice weis submitted ~~are~~to ~~successful~~the inregional ~~our~~office ~~initial~~of ~~and~~the ~~any~~Mines ~~subsequent~~Branch, ~~drilling~~Energy ~~programs we may retain additional employees~~Division.

~~Purchase~~We orcurrently ~~Sale~~do not have any pending applications for government approval of ~~Equipment~~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.

WeEnvironmental ~~do not intend to purchase any significant equipment over the next twelve months ending January 31, 2012.~~Law

~~Competition~~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:

~~The~~Health 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~~Safety ~~the world for the sale of gold.~~

~~-2-~~Archaeological Sites
WeExploration ~~may~~Access not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

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

~~Our~~We ~~future~~anticipate ~~mineral~~no ~~exploration~~discharge ~~program~~of ~~will~~water beinto ~~subject~~active tostream, ~~applicable~~creek, river, ~~rules~~lake ~~and~~or ~~regulations~~any other body of ~~the~~water ~~jurisdiction~~regulated inby ~~which~~environmental welaw ~~hold~~or regulation. ~~properties~~No endangered species will be disturbed. As Restoration of ~~January~~the disturbed 31land will be completed according to law. All holes, ~~2011~~pits weand doshafts will ~~not~~be ~~hold~~sealed ~~rights~~upon toabandonment ~~any~~of ~~mineral~~the ~~properties~~property. ~~Our~~It ~~future~~is ~~property~~difficult ~~will~~to ~~likely~~estimate bethe cost ~~subject~~of tocompliance ~~rules~~with ~~similar~~the toenvironmental law since the ~~Mineral~~full ~~Tenure~~nature ~~Act~~and ~~(Ontario)~~extent of our proposed activities cannot be determined until we start our operations and ~~Regulation.~~we ~~This~~know ~~act~~what ~~sets~~that ~~forth~~will ~~rules~~involve ~~for:~~from an environmental standpoint.

~~Locating~~Three ~~claims~~Months Ended April 30, 2011 and 2010

~~Posting~~During ~~claims~~the three months ended April 30, 2011, operating expenses totaled $4,536 and we experienced a net loss of $5,204 against no revenues. During the three months ended April 30, 2010, operating expenses totaled $7,122, and we experienced a net loss of $7,790.

~~Working~~Nine ~~claims~~Months Ended April 30, 2011 and 2010

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

WeFinancial ~~also~~Condition, ~~anticipate~~Liquidity ~~being subject to regulations similar to the British Columbia Mineral Exploration Code (the "Code") that tells us how~~ and ~~where~~Capital 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:Resources

~~Prospecting~~At ~~using~~April ~~hand-held~~30, ~~tools~~2011, our total assets were $9,392, which consisted of cash of $7,642 and prepaid expenses of $1,750.

~~Geological~~At ~~and~~April ~~geochemical~~30, ~~surveying~~2011, our total current liabilities were $52,248.

~~Airborne~~Historically, ~~geophysical~~we ~~surveying~~have financed our cash flow and operations from the sale of stock and advances from shareholders. Our total cash and cash equivalent position as at April 30, 2011 is $7,642.

~~Hand-trenching~~For ~~without~~ the ~~use~~nine months ended April 30, 2011, we had a net loss of $25,437, ~~explosives~~which primarily consisted of general and administrative expenses of $23,433 and interest expenses of $2,004.

~~The~~We ~~establishment~~have no external sources of ~~gridlines~~liquidity in the form of credit lines from banks. Based on the plan of operation described below, management believes that doour available cash will not ~~require~~be sufficient to fund our immediate working capital requirements and therefore, we will have to raise financing through the ~~felling~~sale of ~~trees~~our equity securities or arrange another advance from a shareholder of our company as soon as possible.

~~Exploration~~Plan ~~activities that we intend on carrying out which are subject to the provisions~~ of ~~the Code are as follows:~~Operation

~~Drilling,~~Cash ~~trenching and excavating using machinery~~Requirements

~~Disturbance~~Over the twelve months ending April 30, 2012 we plan to expend a total of approximately $140,000 in respect of acquiring new mineral properties. We estimate that we will also require working capital of approximately $10,000 over the ~~ground~~twelve bymonths ~~mechanical~~ending ~~means~~April 30, 2012.

~~Compliance~~Based ~~with~~on ~~these~~our ~~rules~~current ~~and~~plan ~~regulations~~of ~~will~~operations, we require usimmediate funds to ~~meet~~commence our exploration operations. For the ~~minimum~~year ~~annual~~ended ~~work~~July ~~requirements.~~31, ~~Also~~2006 we successfully raised $56,025 ~~prior~~through the sale of 560,250 common shares pursuant to ~~proceeding~~our ~~with~~SB2 ~~any~~registration statement. This allowed us to complete Phase 1 of our proposed exploration ~~work~~program. ~~subject~~We will not undertake Phase 2 unless we obtain additional funding. We will require additional financing before we generate any significant revenues. We intend to raise the ~~Code~~capital werequired ~~must~~to meet ~~apply~~any ~~for~~additional aneeds ~~notice~~through sales of ~~work~~our ~~permit~~securities in secondary offerings or private placements. InWe have no agreements in place to do this ~~notice~~at wethis ~~will~~time. If bewe ~~required~~fail to ~~set~~raise ~~out~~sufficient ~~the location~~funds, ~~nature,~~we ~~extent~~may ~~and~~modify ~~duration~~our ofoperations ~~the~~plan accordingly. ~~proposed~~Even ~~exploration~~if ~~activities.~~we ~~The~~do ~~notice~~raise funds for operations, there is ~~submitted~~no assurance that we will be able to ~~the~~maintain ~~regional~~operations ~~office~~at ofa ~~the~~level ~~Mines~~sufficient ~~Branch~~for an investor to obtain a return on his investment in our common stock. Further, ~~Energy~~we may ~~Division~~continue to be unprofitable.

WeThere ~~currently~~are dono ~~not~~assurances ~~have~~that ~~any~~we ~~pending~~will ~~applications~~be ~~for~~able ~~government~~to ~~approval~~obtain additional offunds required for our ~~exploration~~continued ~~program~~operations. WeIn ~~only~~such ~~require~~event ~~one~~that ~~permit for exploration and~~ we ~~have~~ do not ~~yet~~raise ~~applied~~sufficient ~~for~~additional itfunds ~~since~~by itsecondary isoffering ~~not~~or ~~required~~private placement, ~~until~~we ~~later~~will ~~stages~~consider ofalternative ~~exploration~~financing ~~(i.e.~~options, ~~drilling).~~if Weany, ~~estimate~~or ~~that~~be ~~this~~forced to ~~exploration~~scale ~~permit~~down ~~can~~or beperhaps ~~obtained~~even ~~within~~cease 2our ~~weeks~~operations.

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

~~The~~Over ~~Code~~the ~~deals~~twelve ~~with~~months ~~environmental~~ending ~~matters~~April ~~relating~~30, to2012 ~~the~~we ~~exploration~~intend ~~and~~to ~~development~~use all ofavailable ~~mining~~funds ~~properties.~~to ~~The~~commence ~~goal~~exploration of ~~this~~our ~~Act~~mineral isproperties, toas follows ~~protect~~if ~~the~~we ~~environment~~are ~~through~~successfully aable ~~series~~to ofraise ~~regulations affecting~~funds:

1.Estimated ~~Health~~Funding ~~and~~Required ~~Safety~~During the Next Twelve Months

2. Archaeological Sites

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

3.Going ~~Exploration Access~~ Concern

~~-3-~~The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

We ~~are~~have ~~responsible~~incurred tolosses ~~provide~~of a$188,339 ~~safe~~from ~~working~~March ~~environment~~18, to2004 (inception) ~~not~~through ~~disrupt~~April ~~archaeological sites~~30, ~~and to conduct our activities to prevent unnecessary damage to the property~~2011.

WeThere ~~anticipate~~are no ~~discharge~~assurances ofthat ~~water~~we ~~into~~will ~~active~~be ~~stream,~~able ~~creek,~~to ~~river,~~either ~~lake~~(1) orever achieve ~~any~~a ~~other~~level ~~body~~ of ~~water~~revenues ~~regulated~~adequate byto ~~environmental~~generate ~~law~~sufficient orcash ~~regulation.~~flow Nofrom operations; ~~endangered~~or ~~species~~(2) ~~will~~obtain beadditional ~~disturbed.~~financing ~~Restoration~~through offuture ~~the~~private placements, ~~disturbed~~public ~~land~~offerings ~~will~~and/or bebank ~~completed~~financing ~~according~~necessary to ~~law~~support our working capital requirements. ~~All~~To ~~holes,~~the ~~pits~~extent ~~and~~that ~~shafts~~funds ~~will~~generated befrom ~~sealed~~our recently ~~upon~~completed ~~abandonment~~offering, ofoperations ~~the~~and ~~property.~~any Itfuture isprivate ~~difficult~~placements, public toofferings ~~estimate~~and/or ~~the~~bank ~~cost~~financing ofare ~~compliance~~insufficient, ~~with~~we ~~the~~will ~~environmental~~have ~~law~~to ~~since~~raise additional ~~the~~working ~~full~~capital. ~~nature~~No ~~and~~assurance ~~extent~~can ofbe ~~our~~given ~~proposed~~that ~~activities~~additional ~~cannot~~financing will be ~~determined~~available, ~~until~~or weif ~~start~~available, ~~our~~will ~~operations~~be ~~and~~on weterms ~~know~~acceptable ~~what~~to ~~that~~us. ~~will~~If adequate ~~involve~~working ~~from~~capital anis ~~environmental~~not ~~standpoint~~available we may not increase our operations.

~~Three~~These ~~Months~~conditions ~~Ended~~raise ~~January~~substantial ~~31,~~doubt ~~2011~~about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and ~~2010~~classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

~~During~~Our ~~the~~independent ~~three~~auditor's ~~months~~report ~~ended~~on ~~January~~our ~~31,~~audited ~~2011~~financial statements, ~~operating~~in ~~expenses~~our ~~totaled~~Form ~~$13~~10-K filed November 15,~~667~~ ~~and~~2010 wefor ~~experienced~~the afiscal ~~net~~year ~~loss~~ended July of31, ~~$14~~2010,~~335~~ ~~against~~indicated nothat ~~revenues.~~there ~~During~~was ~~the~~substantial ~~three~~doubt ~~months~~about ~~ended~~our ~~January~~ability ~~31,~~to continue ~~2010,~~as ~~operating~~a ~~expenses~~going ~~totaled~~concern. ~~$8,421,~~The ~~and~~qualifying weexplanatory ~~experienced~~paragraph acontained ~~net~~in their ~~loss~~audit report should be read in connection with our management's discussion of $9our financial condition,~~089~~ liquidity and capital resources.

~~Six~~Item ~~Months~~3. ~~Ended~~Quantitative ~~January~~and ~~31,~~Qualitative ~~2011~~Disclosures ~~and~~About ~~2010~~Market Risk.

~~During~~Not ~~the~~applicable six months ended January 31, 2011, operating expenses totaled $18,897 and we experienced a net loss of $20,233 against no revenues. During the six months ended January 31, 2010, operating expenses totaled $13,231, and we experienced a net loss of $14,567. From inception to ~~January~~smaller ~~31,~~reporting ~~2011, our operating expenses total $165,049 and we experienced a net loss of $183,135 against no revenues~~companies.

~~Financial~~Item ~~Condition,~~4. ~~Liquidity~~Controls and ~~Capital Resources~~Procedures

AtAs ~~January~~required ~~31,~~by ~~2011~~Rule 13a-15 under the Exchange Act, ~~our~~as ~~total~~of ~~assets~~the end ~~were~~of ~~$12~~the period covered by this quarterly report,~~284~~ being April 30,~~which~~ ~~consisted~~2011, we have carried out an evaluation of ~~cash~~the effectiveness of ~~$10,034~~the design and ~~prepaid~~operation of ~~expenses~~our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of $2our company's management,~~250~~ including our company's President along with our company's Secretary. Based upon that evaluation, our company's President along with our company's Secretary concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report.

AtDisclosure ~~January~~controls 31and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, ~~2011~~processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our ~~total~~reports ~~current~~filed ~~liabilities~~under ~~were~~the ~~$49~~Exchange Act is accumulated and communicated to management,~~936~~ including our President and Secretary as appropriate, to allow timely decisions regarding required disclosure.

~~Historically,~~There we have ~~financed~~been no changes in our ~~cash~~company's ~~flow~~internal ~~and~~controls over ~~operations~~financial ~~from~~reporting ~~the~~that ~~sale~~occurred ofduring ~~stock~~our ~~and~~most ~~advances~~recent ~~from~~fiscal ~~shareholders.~~quarter that ~~Our~~have ~~total~~materially ~~cash~~affected, ~~and~~or ~~cash~~are ~~equivalent~~reasonably ~~position~~likely asto atmaterially ~~January~~affect ~~31,~~our internal ~~2011~~controls isover ~~$10,034~~financial reporting.

~~For~~Part ~~the~~II ~~six~~- ~~months~~OTHER ~~ended January 31, 2011, we had a net loss of $20,233, which primarily consisted of general and administrative expenses of $18,897 and interest expenses of $1,336.~~INFORMATION

WeItem ~~have no external sources of liquidity in the form of credit lines from banks~~1. ~~Based~~Legal on the plan of operation described below, management believes that our available cash will not be sufficient to fund our immediate working capital requirements and therefore, we will have to raise financing through the sale of our equity securities or arrange another advance from a shareholder of our company as soon as possibleProceedings.

~~Plan~~We know of ~~Operation~~no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~Cash~~Item ~~Requirements~~1A. Risk Factors

~~Over~~RISK the twelve months ending January 31, 2012 we plan to expend a total of approximately $140,000 in respect of acquiring new mineral properties. We estimate that we will also require working capital of approximately $10,000 over the twelve months ending January 31, 2012.FACTORS

~~Based~~Much ~~on our current plan~~ of ~~operations,~~the weinformation ~~require~~included ~~immediate~~in ~~funds~~this toquarterly ~~commence~~report includes ~~our~~or ~~exploration~~is ~~operations.~~based ~~For~~upon ~~the year ended July 31~~estimates, ~~2006~~projections weor ~~successfully~~other ~~raised~~"forward-looking statements". ~~$56,025~~Such ~~through~~forward-looking ~~the~~statements ~~sale~~include ofany ~~560,250~~projections ~~common~~or estimates ~~shares~~made ~~pursuant~~by ~~to our SB2 registration statement. This allowed~~ us toand ~~complete Phase 1 of~~ our ~~proposed~~management ~~exploration~~in ~~program. We~~connection ~~will~~with ~~not~~our ~~undertake Phase 2 unless we obtain additional funding~~business operations. We ~~will~~While ~~require~~these ~~additional~~forward-looking ~~financing~~statements, ~~before~~and ~~we generate~~ any ~~significant~~assumptions ~~revenues.~~upon which Wethey ~~intend~~are tobased, ~~raise~~are ~~the~~made ~~capital~~in ~~required~~good tofaith ~~meet~~and ~~any~~reflect ~~additional~~our ~~needs~~current ~~through~~judgment regarding ~~sales~~the direction of our ~~securities~~business, inactual ~~secondary~~results ~~offerings~~will oralmost ~~private~~always ~~placements.~~vary, sometimes Wematerially, ~~have~~from noany ~~agreements~~estimates, inpredictions, ~~place~~projections, ~~to do this at this time. If we fail to raise sufficient funds~~assumptions, or weother ~~may~~future ~~modify~~performance ~~our~~suggested ~~operations plan accordingly~~herein. ~~Even~~We ifundertake ~~we do raise funds for operations, there is~~ no ~~assurance~~obligation ~~that we will be able~~ to update ~~maintain~~forward-looking ~~operations~~statements ~~at a level sufficient for an investor~~ to ~~obtain~~reflect aevents ~~return~~or oncircumstances ~~his~~occurring after ~~investment~~the indate ~~our~~of ~~common~~such ~~stock~~statements. ~~Further, we may continue to be unprofitable.~~

~~There~~Such ~~are~~estimates, noprojections ~~assurances~~or ~~that~~other we"forward-looking statements" ~~will~~involve bevarious ~~able~~risks toand ~~obtain~~uncertainties ~~additional~~as ~~funds~~outlined ~~required~~below. ~~for~~We caution ~~our~~readers ~~continued~~of ~~operations.~~this Inquarterly ~~such~~report ~~event~~ that weimportant dofactors ~~not~~in ~~raise~~some ~~sufficient~~cases have ~~additional~~affected ~~funds~~and, byin ~~secondary~~the ~~offering~~future, orcould ~~private~~materially ~~placement,~~affect weactual ~~will~~results ~~consider~~and cause ~~alternative~~actual ~~financing~~results ~~options,~~to ifdiffer materially from the results expressed in any such estimates, projections or beother ~~forced~~"forward-looking tostatements". ~~scale~~In ~~down~~evaluating orus, our ~~perhaps~~business ~~even~~and ~~cease~~any investment in our ~~operations~~business, readers should carefully consider the following factors.

OnOur ~~December~~independent ~~10,~~auditors ~~2009~~have ~~the~~expressed ~~Company~~substantial ~~received~~doubt about ~~$36,100~~our ~~for~~ability ~~subscriptions~~to ~~for~~continue ~~361,000~~as ~~shares~~a atgoing $0concern.~~10 per share. The shares were issued on December 16, 2010.~~

~~-4-~~We have incurred a net loss of $25,437 for the nine months ended April 30, 2011. There can be no assurance that will generate significant revenues or achieve profitable operations.

~~Over~~These ~~the~~circumstances ~~twelve~~raise ~~months~~substantial ~~ending~~doubt ~~January~~about ~~31,~~our ~~2012~~ability to wecontinue ~~intend~~as toa ~~use~~going ~~all~~concern, ~~available~~as ~~funds~~described in the explanatory paragraph to ~~commence~~our independent ~~exploration~~auditors' ofreport on our ~~mineral~~financial ~~properties,~~statements asfor ~~follows~~the ifyear weended July 31, 2010, which are ~~successfully~~included ~~able~~in toour ~~raise~~annual ~~funds:~~report on Form 10-K.

~~Estimated~~Because ~~Funding~~of ~~Required~~the ~~During~~unique ~~the~~difficulties ~~Next~~and ~~Twelve~~uncertainties inherent ~~Months~~in mineral exploration ventures, we face a high risk of business failure.

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

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.

~~Product~~We ~~Research~~have limited operating history and ~~Development~~losses that we expect to continue into the future.

~~Our~~We ~~business~~have ~~plan~~not isyet ~~focused~~realized onany ~~the~~revenues. ~~long-term~~We ~~exploration~~have ~~and,~~limited operating ifhistory ~~warranted,~~upon ~~the~~which ~~development~~an evaluation of our ~~mineral~~future ~~properties~~success or failure can be made. Our net loss since inception is $188,339. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

WeOur doability ~~not~~to ~~anticipate~~locate ~~that~~a weprofitable ~~will~~resource ~~expend any significant funds on research and development over the next twelve months ending January 31, 2012.~~property;
~~Purchase~~Our ofability ~~Significant~~to ~~Equipment~~generate revenues; and
WeOur doability ~~not intend~~ to ~~purchase~~reduce ~~any~~exploration ~~significant equipment over the next twelve months ending January 31, 2012~~costs.

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

~~Currently~~If ~~there~~we ~~are no full time or part-time employees of our company (other than our directors and officers who, at present, have not signed employment or consulting agreements with us). We~~ do not ~~expect~~raise ~~any~~enough ~~material~~money ~~changes~~for inexploration ~~the number of employees over the next 12 month period (although~~ we ~~may enter into employment or consulting agreements with our officers or directors). We do and~~ will have ~~continue~~ to ~~outsource~~delay ~~contract~~exploration ~~employment~~or asgo ~~needed.~~out ~~However,~~of ~~if we are successful in our initial and any subsequent drilling programs we may retain additional employees~~business.

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

~~The~~We ~~continuation~~may ofnot ~~our~~have ~~business~~access isto ~~dependent~~all ~~upon us raising additional financial support. The issuance~~ of ~~additional equity securities by us could result in a significant dilution in~~ the ~~equity~~supplies ~~interests~~and materials ofwe ~~our~~need ~~current~~to ~~stockholders.~~begin ~~Obtaining~~exploration ~~commercial~~that ~~loans,~~could ~~assuming~~cause ~~those~~us ~~loans~~to ~~would~~delay beor ~~available, will increase our liabilities and future cash commitments~~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 ~~incurred~~not ~~losses~~attempted to locate or negotiate with any suppliers of ~~$183~~products,~~135~~ ~~from~~equipment ~~March~~or 18materials. We will attempt to locate products, ~~2004~~equipment ~~(inception)~~and ~~through~~materials ~~January~~after 31this offering is complete. If we cannot find the products and equipment we need, ~~2011~~we will have to suspend our exploration plans until we do find the products and equipment we need.

~~There~~Because ~~are no assurances that we will be able to either (1) ever achieve a level~~ of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through future private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the ~~extent~~speculative ~~that~~nature ~~funds~~of ~~generated~~exploration ~~from~~of mineral ~~our recently completed offering~~properties, ~~operations~~there ~~and~~is ~~any~~no ~~future private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No~~ assurance ~~can be given~~ that ~~additional~~our ~~financing~~exploration ~~will~~activities ~~be available, or if available,~~ will result bein onthe ~~terms~~discovery ~~acceptable~~of tonew ~~us.~~commercially Ifexploitable ~~adequate~~quantities ~~working capital is not available we may not increase our operations~~of minerals.

~~These~~We ~~conditions~~plan ~~raise~~to ~~substantial~~continue ~~doubt~~acquire ~~about~~mineral ~~our~~claims. ~~ability~~The tosearch ~~continue~~for valuable minerals as a ~~going~~business ~~concern~~is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The ~~financial~~additional ~~statements~~potential doproblems include, but are not ~~include~~limited ~~any~~to, ~~adjustments~~unanticipated problems relating to ~~the~~exploration ~~recoverability~~and attendant additional costs and ~~classification~~expenses ofthat ~~asset~~may ~~carrying~~exceed ~~amounts~~current orestimates. These risks may result in us being unable to establish the ~~amount~~presence ~~and~~of ~~classification~~additional commercial quantities of ~~liabilities~~ore ~~that~~on ~~might~~our bemineral ~~necessary~~claims ~~should~~with wethe beresult ~~unable~~that our ability to ~~continue~~fund future asexploration aactivities ~~going~~may ~~concern~~be impeded.

~~Our~~Because ~~independent~~the ~~auditor's~~SEC ~~report~~imposes onadditional ~~our~~sales ~~audited~~practice requirements ~~financial~~on ~~statements,~~brokers who deal in our ~~Form~~shares ~~10-K~~that ~~filed~~are ~~November~~penny 15stocks, ~~2010~~some brokers ~~for~~may ~~the~~be ~~fiscal~~unwilling ~~year ended July 31, 2010, raised substantial doubt about our ability~~ to ~~continue~~trade ~~as a going concern~~them. ~~The~~This ~~qualifying~~means ~~explanatory~~that ~~paragraph~~you ~~contained~~may have difficulty in ~~their~~reselling ~~audit~~your ~~report~~shares ~~should~~and bemay ~~read~~cause inthe ~~connection~~price ~~with our management's discussion~~ of ~~our~~the ~~financial~~shares ~~condition, liquidity and capital resources~~to decline.

~~Item~~Our 3shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. ~~Quantitative~~ In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and ~~Qualitative~~level ~~Disclosures~~of ~~About~~risk ~~Market~~in ~~Risk~~the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

We have no known ore reserves and we cannot guarantee we ~~Not~~will ~~applicable~~find toany ~~smaller~~gold ~~reporting~~or ~~companies~~if we find gold, that production will be profitable. We did not rely upon any expert advice in selecting our property for exploration.

~~Item~~We 4have no known ore reserves. ~~Controls~~We have not identified any gold on the property and ~~Procedures~~we cannot guarantee that we will ever find any gold. We did not rely upon any expert advice in selecting the property for the exploration. Even if we find that there is gold on our property, we cannot guarantee that we will be able to recover the gold. Even if we recover the gold, we cannot guarantee that we will make a profit. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

AsOur ~~required~~officer ~~by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being January 31, 2011, we have carried out an evaluation of the effectiveness of the design~~ and ~~operation~~directors ofwill ~~our~~be ~~company's~~devoting ~~disclosure~~a ~~controls~~small ~~and procedures. This evaluation was carried out under the supervision and with the participation~~ amount of ~~our~~their ~~company's~~professional ~~management,~~time ~~including~~to our ~~company's President along with our company's Secretary~~activities. Based upon that evaluation, our company's President along with our company's Secretary concluded that our company's disclosure controls and procedures are effective as at the end of the period covered by this report.

~~-5-~~Our officer and directors will be devoting a small amount of their professional time to our operations. Our management's lack of devotion of time may make us more vulnerable than other companies to certain risks, and it may also cause us to be more vulnerable to business risks associated with errors in judgment that could have been prevented by more experienced management.

~~Disclosure~~Rain ~~controls~~ and ~~procedures~~snow ~~and~~may ~~other~~make ~~procedures~~the ~~that~~road ~~are~~leading ~~designed~~ to ~~ensure that information required to be disclosed in~~ our ~~reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms~~property impassable. ~~Disclosure~~This ~~controls~~will ~~and~~delay ~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in~~ our ~~reports~~proposed ~~filed~~exploration ~~under~~operations ~~the Exchange Act is accumulated~~ and ~~communicated~~could prevent tous ~~management,~~from ~~including our President and Secretary as appropriate, to allow timely decisions regarding required disclosure~~working.

~~There~~While ~~have~~we ~~been~~plan noto ~~changes~~conduct in our ~~company's~~exploration ~~internal~~year ~~controls~~round, ~~over~~it ~~financial~~is possible ~~reporting~~ that ~~occurred~~snow ~~during~~or ~~our~~rain ~~most~~could ~~recent~~cause ~~fiscal~~roads ~~quarter~~leading ~~that~~to ~~have~~our ~~materially~~claims ~~affected,~~to orbe impassable. ~~are~~When ~~reasonably~~roads ~~likely~~are toimpassable, ~~materially~~we ~~affect~~are ~~our~~unable ~~internal~~to ~~controls over financial reporting~~work.

~~Part~~Because IIwe -are ~~OTHER~~small ~~INFORMATION~~and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

~~Item~~Because 1we are small and do not have much capital, we must limit our exploration. ~~Legal~~Because ~~Proceedings~~we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations.

WeLudvik ~~know of no material~~Rolin, ~~active~~a orformer ~~pending~~officer ~~legal~~and ~~proceedings~~director ~~against~~owns ~~our company, nor are we involved as~~ a ~~plaintiff~~total of in2,000,000 ~~any~~shares ~~material~~of ~~proceeding~~our ~~or pending litigation~~company. ~~There~~He ~~are~~may nosell ~~proceedings~~some ~~in which any~~ of ~~our~~his ~~directors,~~shares ~~officers~~in ~~or affiliates~~the future, orwhich ~~any~~could ~~registered~~cause orthe ~~beneficial~~price ~~shareholder,~~of isour ancommon ~~adverse~~stock ~~party~~to orfall, ~~has~~which awill reduce ~~material~~the ~~interest~~value ~~adverse~~of toyour ~~our interest~~shares.

~~Item~~Ludvik 1ARolin, a former officer and director, owns a total of 2,000,000 shares of stock, which is 59% of the issued and outstanding number of shares, as of April 30, 2011. ~~Risk~~Subject ~~Factors~~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.

~~RISK~~ As ~~FACTORS~~we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

~~Much~~ The ofmining ~~the~~industry ~~information included in this quarterly report includes or~~ is ~~based~~intensely ~~upon~~competitive ~~estimates,~~in ~~projections~~all orof ~~other~~its ~~"forward-looking statements"~~phases. ~~Such~~Competition ~~forward-looking~~includes ~~statements~~large ~~include~~established ~~any~~mining ~~projections~~companies orwith ~~estimates~~substantial ~~made~~capabilities ~~by us~~ and ~~our management in connection~~ with ~~our~~greater ~~business~~financial ~~operations.~~and ~~While~~technical ~~these~~resources ~~forward-looking~~than ~~statements,~~we ~~and~~have. ~~any~~As ~~assumptions~~a ~~upon~~result ~~which~~of ~~they~~this competition, ~~are~~we ~~based,~~may ~~are~~be ~~made~~unable into ~~good~~acquire ~~faith~~additional ~~and~~attractive ~~reflect~~mining ~~our~~claims ~~current~~or ~~judgment~~financing ~~regarding~~on ~~the~~terms ~~direction~~we ofconsider ~~our~~acceptable. ~~business,~~We ~~actual~~also ~~results~~compete ~~will~~with ~~almost~~other ~~always~~mining ~~vary,~~companies ~~sometimes~~in ~~materially,~~the ~~from~~recruitment ~~any~~and ~~estimates,~~retention ~~predictions,~~of ~~projections,~~qualified ~~assumptions,~~managerial orand ~~other~~technical ~~future~~employees. If ~~performance~~we ~~suggested~~are ~~herein.~~unable Weto ~~undertake~~successfully nocompete ~~obligation~~for tofinancing ~~update~~or ~~forward-looking~~for ~~statements~~qualified toemployees, ~~reflect~~our ~~events~~exploration orand ~~circumstances~~development ~~occurring~~programs ~~after~~may ~~the~~be ~~date~~slowed ofdown ~~such~~or ~~statements~~suspended.

~~Such~~ Trading ~~estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers~~ of ~~this~~our ~~quarterly~~stock ~~report~~may ~~that~~be ~~important~~restricted ~~factors~~by inthe ~~some~~SEC's ~~cases~~Penny ~~have~~Stock ~~affected and~~Regulations, inwhich ~~the~~may ~~future,~~limit ~~could~~a ~~materially~~stockholder's ~~affect~~ability ~~actual results and cause actual results~~ to ~~differ~~buy ~~materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business~~ and ~~any~~sell ~~investment in~~ our ~~business, readers should carefully consider the following factors~~stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our ~~independent~~securities ~~auditors~~are ~~have~~covered ~~expressed~~by ~~substantial~~the ~~doubt~~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 ~~our~~penny ~~ability~~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 ~~continue~~the ascustomer 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 ~~going~~transaction ~~concern~~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 ~~incurred~~not aexpect ~~net~~to ~~loss~~declare ~~of $20,233 for the six months ended January 31, 2011. There can be no assurance that will generate significant revenues~~ or ~~achieve~~pay ~~profitable~~any ~~operations~~dividends.

~~These~~ We ~~circumstances~~have ~~raise~~not ~~substantial~~declared ~~doubt~~or ~~about~~paid ~~our~~any ~~ability~~dividends toon ~~continue~~our ascommon astock ~~going~~since ~~concern~~our inception, asand ~~described~~we indo ~~the~~not ~~explanatory~~anticipate ~~paragraph~~paying toany ~~our~~such ~~independent~~dividends ~~auditors' report on our financial statements~~ for the ~~year~~foreseeable ~~ended July 31, 2010, which are included in our annual report on Form 10-K~~future.

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

~~Potential~~ We ~~investors~~do ~~should~~not becurrently ~~aware~~have ofa ~~the~~shareholder ~~difficulties~~rights ~~normally~~plan ~~encountered~~or byany ~~new~~anti-takeover ~~mineral~~provisions ~~exploration~~in ~~companies~~our ~~and the high rate of failure of such enterprises~~By-laws. ~~The~~Without ~~likelihood~~any ofanti-takeover ~~success must be considered in light of the problems~~provisions, ~~expenses,~~there ~~difficulties,~~is ~~complications~~no ~~and~~deterrent ~~delays~~for ~~encountered~~a intake-over ~~connection with the exploration~~ of ~~the~~our ~~mineral properties that we plan to undertake. These potential problems include~~company, ~~but~~which ~~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~~a ~~discovery~~change ~~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~~management ~~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. directors.

Our By-6-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

We Our ~~have~~By-laws ~~limited~~contain ~~operating~~provisions ~~history~~with respect to the indemnification of our officer and ~~losses~~directors ~~that~~against weall ~~expect~~costs, charges and expenses, including an amount paid to ~~continue~~settle ~~into~~an ~~the~~action ~~future~~or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

We Volatility ~~have not yet realized any revenues. We have limited operating history upon which an evaluation~~ of ~~our~~Stock ~~future success or failure can be made~~Price. ~~Our net loss since inception is $183,135. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:~~

▪ Our ~~ability~~common shares are not currently publicly traded. In the future, the trading price of our common shares may be subject to ~~locate~~wide afluctuations. ~~profitable~~Trading ~~resource~~prices ~~property;~~of ▪the ~~Our~~common ~~ability~~shares may fluctuate in response to ~~generate~~a ~~revenues;~~number of factors, many of which will be beyond our control. In addition, the stock market in general, and ▪the ~~Our~~market ~~ability~~for software technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to ~~reduce~~the operating ~~exploration~~performance ~~costs~~of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

~~Based~~ In ~~upon~~the ~~current plans~~past, wefollowing ~~expect~~periods toof ~~incur~~volatility ~~operating losses~~ in ~~future~~the ~~periods.~~market ~~This~~price ~~will~~of ~~happen~~a ~~because~~company's ~~there~~securities, ~~are~~securities ~~expenses~~class-action ~~associated~~litigation ~~with~~has ~~exploration~~often ofbeen ~~our mineral properties~~instituted. WeSuch ~~may~~litigation, ~~not~~if beinstituted, ~~successful~~could inresult ~~generating revenues~~ in ~~the~~substantial ~~future.~~costs ~~Failure~~and toa ~~generate~~diversion ~~revenues~~of management's ~~will~~attention ~~cause~~and ~~us to go out of business~~resources.

IfItem we2. doUnregistered ~~not~~Sales ~~raise~~of ~~enough~~Equity ~~money~~Securities ~~for~~and ~~exploration~~Use ~~we will have to delay exploration or go out~~ of ~~business~~Proceeds.

~~We are in the very early exploration stage and we need additional financing before we are able to continue our exploration efforts~~ None. ~~We have not made any arrangements for financing and we may be unable to raise financing. If we are not able to raise any financing we will have to delay our exploration or go out of business.~~

WeItem ~~may~~3. ~~not~~Defaults ~~have~~Upon ~~access~~Senior ~~to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations~~Securities.

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 explorationNone. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

~~Because~~Item of4. ~~the~~Submission ~~speculative nature~~ of ~~exploration~~Matters ofto ~~mineral~~a ~~properties,~~Vote ~~there is no assurance that our exploration activities will result in the discovery~~ of ~~new~~Security ~~commercially exploitable quantities of minerals~~Holders.

~~We plan to continue acquire mineral claims~~None. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

~~Because~~Item ~~the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them~~5. ~~This~~Other ~~means that you may have difficulty in reselling your shares and may cause the price of the shares to decline~~Information.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarketNone. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

WeItem ~~have no known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable~~6. ~~We did not rely upon any expert advice in selecting our property for exploration~~Exhibits.

WeExhibits ~~have~~Required noby ~~known~~Item ~~ore~~601 ~~reserves.~~of WeRegulation ~~have not identified any gold on the property and we cannot guarantee that we will ever find any gold~~S-B. We did not rely upon any expert advice in selecting the property for the exploration. Even if we find that there is gold on our property, we cannot guarantee that we will be able to recover the gold. Even if we recover the gold, we cannot guarantee that we will make a profit. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

~~-7-~~Exhibit Number/Description

~~Our~~(3) ~~officer~~Charter and ~~directors~~By-laws ~~will~~3.1 beArticles ~~devoting~~of aIncorporation ~~small~~(incorporated ~~amount~~by ofreference ~~their~~to ~~professional~~the ~~time~~Company's SB-2 Registration Statement filed January 5, 2004). 3.2 Bylaws (incorporated by reference to the Company's SB-2 Registration Statement filed January 5, 2004). (10) Material Contracts 10.1 Loan Agreement between Ludvik Rolin and the Company dated April 12, 2004 (incorporated by reference from our ~~activities~~Registration Statement on Form SB-2, filed on January 5, 2004). (14) Code of Ethics 14.1 Code of Business Conduct and Ethics (31) Section 302 Certification 31.1 Certification of Angel Cruz (32) Section 906 Certification 32.1 Certification of Angel Cruz

Our officer and directors will be devoting a small amount of their professional time to our operations. Our management's lack of devotion of time may make us more vulnerable than other companies to certain risks, and it may also cause us to be more vulnerable to business risks associated with errors in judgment that could have been prevented by more experienced management.SIGNATURES

~~Rain~~Pursuant ~~and~~to ~~snow~~the ~~may~~requirements ~~make~~of Section 13 or 15(d) of the Securities ~~road~~Exchange ~~leading~~Act toof ~~our~~1934, ~~property~~the ~~impassable.~~registrant ~~This~~has ~~will~~duly ~~delay~~caused ~~our~~this ~~proposed~~report ~~exploration~~to be ~~operations~~signed ~~and~~on ~~could~~its ~~prevent~~behalf usby ~~from~~the ~~working~~undersigned, thereunto duly authorized.

~~While~~VICTORY weEAGLE ~~plan~~RESOURCES toCORP. By: ~~conduct~~/s/ ~~our~~Angel Cruz Angel ~~exploration~~Cruz, ~~year~~President, ~~round~~Secretary, itTreasurer isand Director(Principal ~~possible~~Executive ~~that~~Officer, ~~snow~~Principal orFinancial ~~rain~~Officer ~~could~~and Principal ~~cause~~Accounting ~~roads~~Officer)Date: ~~leading~~June ~~to our claims to be impassable. When roads are impassable~~20, ~~we are unable to work.~~2011

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations.

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

Ludvik Rolin, a former officer and director, owns a total of 2,000,000 shares of stock, which is 59% of the issued and outstanding number of shares, as of January 31, 2011. Subject to all holding periods under applicable securities laws, he will likely sell a portion or all of his stock in the future. If he does sell his stock into the market, the sales may cause the market price of the stock to drop.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

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

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

-8-

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

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

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

Volatility of Stock Price.

Our common shares are not currently publicly traded. In the future, the trading price of our common shares may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition, the stock market in general, and the market for software technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

On March 16, 2011 Kelly Dodge, our President, Treasurer and Secretary resigned. Mr. Dodge shall remain on the board of directors. Mr. Dodge was replaced by Angel Cruz.

Item 6. Exhibits.

Exhibits Required by Item 601 of Regulation S-B.

Exhibit Number/Description

(3) Charter and By-laws

3.1 Articles of Incorporation (incorporated by reference to the Company's SB-2 Registration Statement filed January 5, 2004).

3.2 Bylaws (incorporated by reference to the Company's SB-2 Registration Statement filed January 5, 2004).

(10) Material Contracts

10.1 Loan Agreement between Ludvik Rolin and the Company dated April 12, 2004 (incorporated by reference from our Registration Statement on Form SB-2, filed on January 5, 2004).

(14) Code of Ethics

14.1 Code of Business Conduct and Ethics

(31) Section 302 Certification

31.1 Certification of Angel Cruz

(32) Section 906 Certification

32.1 Certification of Angel Cruz

-9-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VICTORY EAGLE RESOURCES CORP.

By: /s/ Angel Cruz

Angel Cruz, President, Secretary and Treasurer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: March 15, 2011

-10-

Filing Compare · VICTORY EAGLE RESOURCES CORP.