VICTORY EAGLE RESOURCES CORP. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - VICTORY EAGLE RESOURCES CORP.	Financial_Report.xls
EX-32.1 - CERTIFICATION - VICTORY EAGLE RESOURCES CORP.	verc_ex321.htm
EX-31.1 - CERTIFICATION - VICTORY EAGLE RESOURCES CORP.	verc_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2012

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

For the transition period from _________ to __________

Commission file number 000-52308

Victory Eagle Resources Corp.

(Exact name of small business issuer as specified in its charter)

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

San Borja N° 1358, Col. Vertiz Narvarte, CP 03600 Benito Juárez, Mexico City, Mexico

(Address of principal executive offices)

52-55-9171-1499

(Issuer's telephone number)

1 Yonge Street, Suite 1801, Toronto, ON M5E 1W7

(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 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

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:

3,614,940 common shares issued and outstanding as of December 21, 2012

Transitional Small Business Disclosure Format (Check one): Yes o No x

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

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	12

Item 1A.	Risk Factors	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosures	12

Item 5.	Other Information	12

Item 6.	Exhibits	13

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to the Financial Statements

Balance Sheets at October 31, 2012 (Unaudited) and July 31, 2012			4

Statements of Operations (Unaudited)			5

Statements of Cash Flows (Unaudited)			6

Notes to the Financial Statements (Unaudited)			7

VICTORY EAGLE RESOURCES CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

	October 31, 2012			July 31, 2012
	(Unaudited)
ASSETS
Current assets
Cash	$	10,945		$	16,147
Total current assets		10,945			16,147
Total assets	$	10,945		$	16,147
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	9,728		$	5,103
Note payable and advances-related parties		27,949			27,949
Accrued interest on related party note payable		22,761			22,094
Total current liabilities		60,438			55,146
Total liabilities		60,438			55,146
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value, 25,000,000 shares authorized, 3,614,940 shares issued and outstanding		3,615			3,615
Additional paid-in capital		200,748			200,748
Subscription receivable		(3,880	)		(3,880	)
Deficit accumulated during the exploration stage		(249,976	)		(239,482	)
Total stockholders' deficit		(49,493	)		(38,999	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	10,945		$	16,147

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

VICTORY EAGLE RESOURCES CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended October 31, 2012			Three Months Ended October 31, 2011			Inception through October 31, 2012
Operating expenses:
Exploration cost	$	-		$	-		$	9,500
General and administrative		9,827			7,477			217,715
Operating loss		(9,827	)		(7,477	)		(227,215	)
Interest expense		(667	)		(668	)		(22,761	)
Net loss	$	(10,494	)	$	(8,145	)	$	(249,976	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		3,614,940			3,394,940

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

VICTORY EAGLE RESOURCES CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended			Three Months Ended			Inception Through
	October 31, 2012			October 31, 2011			October 31, 2012
CASH FLOWS FROM OPERATINGACTIVITIES:
Net loss		(10,494	)	$	(8,145	)	$	(249,976	)
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			-
Accounts payable and accrued liabilities		4,625			(6,320	)		9,728
Accrued interest on related party note payable		667			668			22,761
NET CASH USED IN OPERATING ACTIVITIES		(5,202	)		(13,247	)		(205,987	)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures on mineral property rights		-			-			(2,000	)
NET CASH USED IN INVESTING ACTIVITES		-			-			(2,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable and advances-related parties		-			8,363			27,949
Proceeds from sale of common stock		-			25,000			190,983

NET CASH PROVIDED BY FINANCING ACTIVITIES		-			33,363			218,932
NET CHANGE IN CASH		(5,202	)		20,116			10,945
Cash, beginning of period		16,147			2,343			-
Cash, end of period		10,945		$	22,459		$	10,945
SUPPLEMENTAL DISCLOSURES
Interest paid		-		$	-		$	-
Income taxes paid		-		$	-		$	-

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

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

VICTORY EAGLE RESOURCES CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Victory Eagle Resources Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's 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 as reported on Form 10-K, have been omitted.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $249,976 as of October 31, 2012 and further losses are anticipated in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and advances from officers and/or issuance of common stock for cash.

NOTE 2 - NOTE PAYABLE - STOCKHOLDER

During April 2004 the majority shareholder of the Company loaned the company $26,500. Interest is being accrued on this note at the rate of 10% per annum. As at October 31, 2012, the interest accrued on the loan is $22,761. The note payable and accrued interest are payable on demand.

As at July 31 and October 31, 2012 the Company had a balance of $1,449 due to the President for payments on behalf of the Company. The advances from the President are unsecured, non-interest bearing and repayable upon demand.

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

FORWARD-LOOKING STATEMENTS

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

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

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

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

Corporate History

We were incorporated in the State of Nevada on March 18, 2004. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at Suite 880-50 West Liberty Street, Reno, Nevada 89501, and our business office is located at 1 Yonge Street, Suite 1801, Toronto, Ontario, M5E 1W7.

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

Our Current Business

We are an exploration stage resource company, and are primarily engaged in the exploration for and development in the properties in which we have acquired interests. We do not currently have any properties. We are actively pursuing an acquisition of a resource property.

Product Research and Development

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

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

Employees

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

Purchase or Sale of Equipment

We do not intend to purchase any significant equipment over the next twelve months ending October 31, 2013.

Competition

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

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

Going Concern

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

We have incurred losses of $249,976 from March 18, 2004 (inception) through October 31, 2012. There are no assurances that we will be able to either (1) ever achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through future private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from our recently completed offering, operations and any future private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

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

Our independent auditors’ report on our audited financial statements, in our Form 10-K filed October 29, 2012 for the fiscal year ended July 31, 2012, indicated that there was substantial doubt about our ability to continue as a going concern. The qualifying explanatory paragraph contained in their audit report should be read in connection with our management's discussion of our financial condition, liquidity and capital resources.

Results of Operations

Three Months Ended October 31, 2012 and 2011

We generated no revenue during the three months ended October 31, 2012 or 2011. During the three months ended October 31, 2012 we had net loss of $10,494 compared to net loss of $8,145 during the three months ended October 31, 2011, with the increase largely due to increased professional fees and SEC filing fees. During the three months ended October 31, 2012 and 2011, we recorded interest expense of $667 and $668, respectively on note payable to a shareholder of the Company.

Financial Condition, Liquidity and Capital Resources

At October 31, 2012, our only asset was cash of $10,945.

As at October 31, 2012, we had total liabilities of $60,438, consisting of accounts payable of $9,728, note payable to related party and advance from related party of $27,949, and accrued interest on related party note of $22,761.

Historically, we have financed our cash flow and operations from the sale of stock and advances from stockholders.

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

Plan of Operation

Over the twelve months ending October 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 twelve months ending October 31, 2013.

We intend to raise the capital required through sales of our securities in secondary offerings or private placements. We have no agreements in place to do this at this time. If we fail to raise sufficient funds, we may modify our operations plan accordingly. Even if we do raise funds for operations, there is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

Over the twelve months ending October 31, 2013, we intend to use all available funds to acquire new mineral resource properties as follows if we are able to successfully raise funds:

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect our internal control over financial reporting.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

d) Exhibits

Exhibit No.		Document Description

31.1*		Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1*		Section 906 Certification of Chief Executive Officer and Chief Financial Officer

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

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

	VICTORY EAGLE RESOURCES CORP.

Date: December 21, 2012	By:	/s/ Angel Cruz
		Angel Cruz, President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

VICTORY EAGLE RESOURCES CORP. - FORM 10-Q - December 21, 2012

Attached files

VICTORY EAGLE RESOURCES CORP. Reports