SecProbe.io

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March 1, 2003

MAIL STOP 0511

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, Amendment 1 filed January 27, 2005
      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. Please revise the registration statement to be consistent with
regard to the amount of the proceeds that will go to pay off the
note
to Mr. Rolin.  Also, state whether you will pay interest when you
discuss when you will pay, or partially pay, the loan.  For
example,
on page 6 you state:  "We will use the proceeds to pay for
offering
expenses, research and exploration. The first approximately
$26,500
will be used to repay a loan to our director, Ludvik Rolin."  In
the
use of proceeds section you state the offering expenses are
$25,000
and that you will pay Mr. Rolin $17,500 from the proceeds.  On
page
31 you state: "If less than the maximum offering is achieved, the
loan [of $26,500] shall be repaid as follows: if 25% of the
maximum
offering or greater is achieved the entire loan and accrued
interest
shall be payable in full within 30 days from the completion of the
offering."

Prospectus Cover Page
2. We repeat our prior comment 6.  Please address the minimum
purchase requirements for the purchasing shareholders.

Summary of Our Offering, page 5

3. We note the references to "the property."  It appears that the
company`s only right to the property consists of mineral claims.
Please revise references throughout the prospectus to "property"
to
clarify this consists solely of mineral claims.
4. Please reconcile the total stockholders equity in the summary
financial table with the financial statements.

Risk Factors, page 7
5. Please reconcile the statement in risk factor one that if you
do
not raise at least $50,000 from this offering you may have to
suspend
or cease operations within four months with risk factor five,
which
indicates that if you do not raise $25,000 from your offering you
may
have to suspend or cease operations within eight months.
6. Please reconcile the disclosure in risk factor five, indicating
the first $17,500 of proceeds will be used to repay the loan to
Mr.
Rolin with the supplemental response to prior comment 20, which
indicates the first $27,500 will be used to repay the loan.
7. Please revise the seventh risk factor subheading to concisely
state the risk and to avoid repetition.  Also avoid repetition in
the
seventh risk factor narrative.
8. Please explain in the eighth risk factor how you plan to
conduct
your exploration year round when the roads are normally passable
between March and November.
9. Please add to risk factor 10 that the first use of proceeds
will
be to pay Mr. Rolin and state the amount he will receive.
10. Please remove risk factor 12 discussing penny stocks, as it is
a
generic risk.
11. Please explain in risk factor 14 why Mr. Rolin may be able to
sell "if the market price of the common stock goes above $.10."

Use of proceeds, page 12
12. We noted your response to comment 29.  It appears your revised
computation considers only partial repayment of the loan ($17,500)
from the offering proceeds.  Based on your discussion in liquidity
and capital resources (page 31) and the loan agreement (filed as
Exhibit 10.10, section 2.3), it would appear the entire loan and
interest due to Mr. Rolin (i.e. $27,967 as of October 31, 2004)
should be deducted from the offering proceeds.  Please revise your
computations and related disclosures here and throughout your
registration statement.
13. Please revise the allocation of proceeds for each phase to
show
the allocation at the various levels of proceeds.
14. We note the loan from Mr. Rolin has no maturity date.
Clarify,
if true, that the note is due on demand.

Dilution of the price you pay for your shares, page 13

15. We read your response to comment 35; however, it appears the
changes discussed in your response (comment 35 b, specifically)
have
not been appropriately reflected in your registration statement.
It
is unclear to us how you determined the net tangible book value
after
the offering in each scenario presented (e.g. $160,100 if 100% of
the
shares are sold).  Please refer to our original comment and revise
your disclosures here and throughout your registration statement
as
necessary, or provide to us supplementally your computations
supporting your disclosure.
16. Please revise the dilution per share at 100%, 75% and 50% of
the
maximum offering amount.
17. Revise the increase in net tangible book value per share at
75%
and 50% of the maximum offering amount.

Plan of Distribution:  Terms of the Offering, page 16
18. We repeat our prior comment 36.  Please ensure that you revise
the following statement on the cover page and other similar
disclosure:  "Ludvik Rolin, one of our officers and directors,
will
be the only person offering or selling our shares."
Business, page 18
19. In risk factor 4 and in this section you have stated that you
intend to incorporate the required Canadian subsidiary and record
the
deed if gold is discovered on the property and it is economical to
remove the gold.  However, Note 3 of the financial statements you
have stated: "The claims will be transferred to the company at the
shareholder`s basis ($1,100) upon the completion of the maximum
offering."  Please reconcile these statements.  In addition,
clarify
whether you will record the deed in the name of a subsidiary of
the
registrant, the registrant will file as a foreign corporation or
you
will transfer the deed to a Canadian subsidiary.

Property Geology, page 23
20. Please explain technical terms used in this section such as
Jurassic grandiorite, Eocene, monzonite intrusion, gabbro dykes,
hornblende porphyry dykes, etc. in plain English when used.  This
also includes the definitions in the glossary.  Also, consider
limiting the glossary to terms used in the prospectus.

Our Proposed Exploration Program, page 24
21. In the third paragraph on page 26, for each of the various
levels
of funding you might receive from this offering, please disclose
how
much additional money you must raise in order to complete phases
one
and two.
22. We reissue part of prior comment 43.  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.
23. Discuss in greater detail how your business plan and targeted
milestones will change as a result of receiving amounts less than
the
maximum proceeds from this offering.  This disclosure should be
consisted with the use of proceeds table.  We may have further
comment.
24. Discuss the trenching to be done in phase one and how this
trenching will differ from the trenching to occur in phase two.
25. Please explain the references on page 25 to completing the
"minimum offering" to implement phase one.
26. 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.  Also, please disclose when you plan to commence phase
two
and the anticipated completion date for phase two.
27. Please provide a greater discussion of the geophysical work
and
the diamond drilling in phase two.
28. Reconcile the statement that you have recently begun phase one
with the disclosure on page 26 that you have not yet commenced any
exploration activities to date.
29. In light of the fact that you are dependent upon proceeds from
this offering to commence the phased exploration, please explain
the
statement on page 26 that your business plan and milestones will
not
change if you receive less than the maximum proceeds from this
offering.
30. Discuss the anticipated time frame for commencing and
completing
each activity of the two phases.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 29
31. We note the disclosure that your sole officer has indicated he
may be able to lend you an additional $20,000, if necessary.
Please
disclose whether he is legally obligated to provide such funding.
Also, if the proceeds from this offering will be used to repay
this
loan revise the use of proceeds table accordingly.
32. We repeat our prior comment 54:  "Please disclose the current
cash as of the most recent practicable date and then indicate how
long you can currently satisfy your cash requirements, as required
by
Item 303(a)(1)(i) of Regulation S-B.

Management, page 32

33. We repeat our prior comment 58.  Please disclose the amount of
time each officer and director will devote to the business of your
company, in addition to the percent of time.

Exhibits
34. Please update the opinion to the date of the prospectus.  In
addition, counsel should give its consent to be named in the
registration statement.
35. We note that the warranty deed, exhibit 10.9 is no longer
included in the exhibits list.  Please advise supplementally or
revise.
Financial Statements
Statement of Operations, F-3 and F-9

36. Please disclose the significant components of General and
Administrative Expense on the face of the statement of operations
or
in a note thereto.
Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Raj Rajan at (202) 942-1941 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Susann Reilly at (202) 942-1946
with other questions.

Sincerely,

John Reynolds
Assistant Director
Office of Emerging Growth Companies

cc:  Ludvik Rolin
       By facsimile at 604-642-6196
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Ludvik Rolin, President
Victory Eagle Resources Corporation
March 1, 2005
Page 6

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