SecProbe.io

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November 4, 2003

MAIL STOP 0304

via U.S. mail and facsimile

Ludvik Rolin, President
Victory Eagle Resources Corporation
Suite 317-5158 48th Avenue
Delta, British Columbia
V4K 5B6

Re:      Victory Eagle Resources Corporation
Form SB-2 filed October 5, 2004
      File No.:  333-119546

Dear Mr. Rolin:

	We have the following comments on your filing. Where
indicated,
we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Insert a small-scale map showing the location and access to
your
property.  Note that SEC`s EDGAR program now accepts digital maps;
so
please include these in any future amendments that are filed on
EDGAR.  It is relatively easy to include automatic links at the
appropriate locations within the document to GIF or JPEG files,
which
will allow the figures and/or diagrams to appear in the right
location when the document is viewed on the Internet.  For more
information, please consult the EDGAR manual, and if you need
addition assistance, please call Filer Support at 202-942-8900.
Otherwise provide the map to the staff for our review.
2. Provide a current consent in any amendment and consider the
updating requirements of Item 310(g) of Regulation S-B.
3. Please note that mining companies in the exploration stage
should
not refer to themselves as development stage companies in the
financial statements, even though such companies should comply
with
FASB Statement No. 7. This is because the term, " development
stage"
as defined in Industry Guide 7 applies only to companies with
established commercially minable deposits (reserves) for
extraction,
which are not in the production stage.  Please refer to Securities
Act Industry Guide 7, paragraph (a) and revise the financial
statement head notes and notes to the financial statements to
disclose that the Company is in the exploration stage. Direct your
independent accountant to revise the report.

Registration Statement Cover Page
4. Please include the IRS Employer Identification Number.

Prospectus Cover Page
5. The prospectus cover page should be limited to the information
required by Item 501 of Regulation S-B.  Therefore, please remove
the
statements that "there is no minimum amount being raised because
we
intend to utilize any and all funds raised for our proposed
explorations," "we may need to seek additional financing to
complete
our exploration program," "we are a mineral exploration company
with
eight mineral claims," and "the property has no proven or probable
mineral reserves."
6. Please disclose whether there are any minimum purchase
requirements, as required by Item 501(a)(9)(iii) of Regulation S-
B.
7. Please include a footnote to the table stating the estimated
offering expenses.
Summary of our offering, page 5
8. Please name the party that staked the claims for Mr. Rolin and
disclose any relationship with the company, its officers,
directors
or affiliates.
9. Please explain the statement that "the claims are registered in
Mr. Rolin`s name to avoid paying additional fees."
10. Please remove the reference to exhibit 10.9, unless it will be
provided to investors with the prospectus.
11. Please provide the definition of  "exploration stage
corporation"
set forth in Guide 7(a)(4)(i) to the Securities Act Industry
Guides.
Provide similar disclosure under the subheading "General" in the
Business section.
12. Please state that you have no revenues, have achieved losses
since inception, have no operations, have been issued a going
concern
opinion and rely upon the sale of your securities and loans from
officers and directors to fund operations.  Provide similar
disclosure under the subheading "General" in the Business section.
13. We note the references to "the property."  It appears that the
company`s only right to the property consists of mineral claims.
Please revise to clarify that this "property" is simply mineral
claims.
14. Please clearly state, if true, that you are not a blank check
company subject to Rule 419 and that you have not intent to merge
with or acquire another company in the foreseeable future.
15. Please provide the telephone number of your principal
executive
offices, as required by Item 503(b) of Regulation S-B.
16. Provide a summary of selected financial information.

Risk Factors, page 6
17. Add a risk factor that addresses that fact that the
probability
of an individual prospect ever having "reserves" that meet the
requirements of Industry Guide 7 is extremely remote, in all
probability your properties do not contain any reserves, and any
funds spent on exploration will probably be lost.
18. Add a risk factor that addresses the fact that a professional
geologist or mining engineer has not examined your property in the
field. Detail the risks to investors.
19. Please provide a risk factor to discuss the fact that the
claims
are recorded in Mr. Rolin`s name rather than the company and the
resultant risk.
20. We note the following statement in risk factor one: "Because
our
officers and directors are unwilling to loan or advance any
additional capital to us, we believe that if we do not raise at
least
$25,000 from our offering, we may have to suspend or cease
operations
within eight months. If we suspend our operations, you will lose
your
entire investment."  Please reconcile this risk with the use of
proceeds section indicating the first $27,500 will be used to
repay a
loan to our director, Ludvik Rolin. The funds were used to pay for
offering expenses of approximately $25,000.
21. The offering expenses should be reconciled throughout the
prospectus.  You refer to offering expenses of both $25,000 and
$25,250.
22.
Consider combining risk factors 1, 4 and 11, since they all relate
to
the raising of sufficient money in this offering.
23. Consider combining risk factors 3, 7 and 8, since they all
relate
to the lack of known reserves and the possibility that even if
there
are reserves they won`t be profitable.
24. Please revise the narrative in risk factor four to clearly
state
the risk to the company and/or investors.
25. We note risk factor five."  Please expand this risk factor to
disclose the months during which the roads are passable and you
can
continue field exploration.
26. Please disclose in risk factor 13 that Mr. Rolin currently
owns
100% of the outstanding common stock.
27. Please explain risk factor 14 in light of the fact that Rule
144
is not currently available to Mr. Rolin.  We may have further
comment.
28. In light of the accounting comment, please add a risk factor
discussing the going concern.

Use of Proceeds, page10
29. It appears from your disclosures that you have made partial
payments of the offering expenses.  Please revise to disclose the
following:
a. The offering expenses paid through July 31, 2004 and any
payments
made subsequent to July 31, 2004.  Revise to include such
disclosures
in notes to financial statements as appropriate.
b. The balance of the offering expenses payable from the offering
proceeds.
c. Please revise the computations of net offering proceeds by
deducting the balance of the offering expenses payable from the
gross
offering proceeds, and include footnotes as appropriate to
disclose
your computations.  In addition, please ensure that amounts
representing offering expenses and net proceeds are consistent
with
similar amounts presented in " Capital requirements of our
proposed
exploration program", page 23.
d. Please revise your table to present four scenarios consistent
with
your presentation in "Dilution of the price you pay for shares",
page
11.  Your table should have four columns (25%, 50%, 75% and 100%)
starting with gross proceeds of $47,500, $95,000, $142,500, and
$190,000 for each respective scenario.
30. We note that Mr. Rolin loaned the Company $26,500 for the
partial
payment of costs associated with this offering and for general and
administrative expenses.  Please note that only the costs that are
directly related to this offering may be offset against gross
offering proceeds.  All other costs and expenses must be expensed
as
incurred.
31. Please revise the allocation of net proceeds if 100% of the
offering is raised, as the total equals more than the net offering
proceeds.
32. Please break down the various expenses associated with each
phase
of exploration so it is clear what exploration activities will
occur
at various levels of funding.
33. We note the statement that management reserves "the right to
reassess and reassign the use [of proceeds] if, in the judgment of
our board of directors, changes are necessary or advisable."  You
may
reallocate your use of proceeds if you clearly discuss the
circumstances that would require management to alter the use of
proceeds from this offering and discuss alternatives to the
currently
stated uses.  Please refer to Instruction 7 to Item 504 of
Regulation
S-K for guidance.
34. State the interest rate and date of maturity of the
registrant`s
debt to Mr. Rolin that you intend to pay with the proceeds of this
offering.  We note the statement that a portion of the loan from
Mr.
Rolin was used to pay offering expenses.  Please clarify the
amount
of offering expenses paid from this loan.  Also, disclose the use
of
the loan beyond offering expenses.

Dilution of the Price You Pay for Shares, page 11
35. We note the following issues relating to the presentation of
dilution tables and narratives:
a. Please revise the second paragraph on page 11 to indicate that
as
of July 31, 2004 the net tangible book value was a deficit of $
22,403 or approximately ($ .01) per share.

b. We note your computations of net tangible book value after the
offering are based on the gross offering proceeds. You have not
deducted the net tangible deficit of $ 22,403 as of July 31, 2004
and
the balance of offering expenses payable in your computations of
net
tangible book value after the offering in all four scenarios.
Please
revise to do so.  Accordingly, please revise the net tangible book
value per share, dilution and gains to existing shareholders as
appropriate.

c. Please correct the alignment in the tables presented on pages
12-
13 and round all per share amounts to the nearest penny.
Plan of Distribution;  Terms of the Offering, page 13
36. Please reconcile disclosure regarding the number of officers
you
have.  In this section you describe Mr. Rolin as "one of our
officers
and directors."  On page 21, under Employees and Employment
Agreements," you refer to Messrs. Rolin and Kelly as "officers."
On
page 25, under "Management" you state that Mr. Kelly`s position is
that of "Director."  Please reconcile throughout the prospectus.
37. Supplementally confirm your awareness of the anti-manipulation
rules concerning securities offerings.  Also, provide a brief
discussion of the requirements of Regulation M.
38. We note your statement that "Mr. Rolin has not during the last
twelve months and will not in the next twelve months offer of sell
securities for another corporation."  Rule 3a4-1 requires that the
person not participate in selling and offering securities for any
issuer more than once every twelve months.  Please revise as
appropriate.

Business, page 15
39. Disclose:
* The nature of your ownership or interest in the property.
* Any other underlying agreements or interests in the property.
* Provide names, claim or grant number, date of recording and
expiration date, so your claims can be distinguished from other
claims in the area.
* Disclose the conditions you must meet to keep these claims.
* Disclose the area of your claims, either in hectares or acres.
Revise to fully discuss the material terms of your land or mineral
right securing agreements.  Refer to paragraph (b)(2) of Industry
Guide 7.
40. In your section on "previous exploration," you disclose that
exploration or staking has taken place on adjacent properties.
Describe only geology, history or exploration results that are
directly related to the properties that you have the right to
explore
or mine.  Remove all references to mines, adjacent or analogous
properties, deposits, occurrences or exploration activities by
other
companies outside of your properties.
41. Please name the business associate of Mr. Rolin that allows
you
to share office space.

Property Geology, page 17
42. Please explain technical terms used in this section such as
Jurassic grandiorite, monzonite intrusion, gabbro dykes,
hornblende
porphyry dykes, etc.

Our Proposed Exploration Program, page 18
43. Please disclose whether you have had any negotiations or
agreements, preliminary or otherwise, with a geologist to assist
in
the exploration of the mineral claim.  If an agreement is entered
into prior to effectiveness of this registration statement,
confirm
supplementally your awareness of the need to file an amendment to
disclose the material terms and file the agreement as an exhibit.
44. You have indicated that Phases 1 and 2 will take up to seven
months.  Please specify the persons who will make the assessment
whether to continue exploration and describe the criteria they
will
consider in making that decision.
45. Discuss how your business plan and targeted milestones will
change as a result of receiving amounts less than the maximum
proceeds from this offering.  We may have further comment.
46. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you will make a decision whether to proceed with
each
successive phase of the exploration program upon completion of the
previous phase and upon analysis of the results of that program.
47. Make it clear to investors that even if you complete your
current
exploration program and it is successful in identifying a mineral
deposit, you will have to spend substantial funds on further
drilling
and engineering studies before you will know if your have a
commercially viable mineral deposit, a reserve.
48. Please substantial the claim that your exploration program is
"designed to economically explore and evaluate the properties."
49. We note the disclosure that phase one will cost up to $30,000.
Please disclose the use of this amount.  Currently you only
disclose
the use of approximately $20,000 in phase one.  Also, disclose the
anticipated costs of trenching in phase one.
50. We note the statement that phase one will take approximately 3
months.  Since you indicate you have recently begun this phase of
exploration, please disclose the anticipated date of completion
for
phase one.
51. Please provide a greater discussion of the geophysical work
and
the diamond drilling in phase two.
52. Please disclose the impact various levels of funding received
from this offering will have upon your proposed exploration
activities.
Management`s Discussion and Analysis of Financial Condition  and
Results of Operations, page 22
53. Please explain the reference to a minimum of $600 in
exploration
work in light of the fact that there are 8 mineral claims
requiring
$100 in exploration per claim.
54. Please disclose the current cash as of the most recent
practicable date and then indicate how long you can currentl