Blue Victory Holdings, Inc. - FORM S-1

Attached files

file	filename
EX-3.1 - ARTICLES OF INCORPORATION - Blue Victory Holdings, Inc.	fs11010ex3i_bluevictory.htm
EX-3.2 - BY-LAWS - Blue Victory Holdings, Inc.	fs11010ex3ii_bluevictory.htm
EX-10.1 - PROMISSORY NOTE BY AND BETWEEN BLUE VICTORY HOLDINGS, INC. AND HARDEES OF NEW IBERIA, INC. DATED JULY 14, 2010 - Blue Victory Holdings, Inc.	fs11010ex10i_bluevictory.htm
EX-23.1 - CONSENT OF WEBB & COMPANY, P.A. - Blue Victory Holdings, Inc.	fs11010ex23i_bluevictory.htm
EX-10.2 - PROMISSORY NOTE BY AND BETWEEN BLUE VICTORY HOLDINGS, INC. AND HARDEES REAL ESTATE OF LOUISIANA, INC. - Blue Victory Holdings, Inc.	fs11010ex10ii_bluevictory.htm
EX-10.3 - LEASE AGREEMENT BETWEEN BLUE VICTORY HOLDINGS, INC. AND HARDEES REAL ESTATE OF LOUISIANA, INC. - Blue Victory Holdings, Inc.	fs11010ex10iii_bluevictory.htm
EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - Blue Victory Holdings, Inc.	fs11010ex5i_bluevictory.htm

SECURITIES AND EXCHANGE COMMISSION

==================================

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

==================================

Blue Victory Holdings, Inc.

(Exact Name of Small Business Issuer in its Charter)

Delaware	6531	27-0499633
(State of Incorporation)	(Primary Standard Classification Code)	(IRS Employer ID No.)

BLUE VICTORY HOLDINGS, INC.

4400 Ambassador Caffery Parkway, Suite A Box 347

Lafayette, Louisiana 70508

(337) 981-1447

Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

BLUE VICTORY HOLDINGS, INC.

4400 Ambassador Caffery Parkway, Suite A Box 347

Lafayette, Louisiana 70508

(337) 981-1447

(Name, Address and Telephone Number of Agent for Service)

Copies of communications to:

GREGG E. JACLIN, ESQ.

CHRISTINE MELILLI, ESQ., CPA

ANSLOW & JACLIN, LLP

195 Route 9 South, Suite204

Manalapan, NJ 07726

TELEPHONE NO.: (732) 409-1212

FACSIMILE NO.: (732) 577-1188

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

statement for the same offering. o

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Offering Price per share		Proposed Maximum Aggregate Offering Price		Amount of Registration fee

Common Stock, par value $0.001		1,000,000	$	1.00	$	1,000,000	$	71.30

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The price of $1.00 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED November , 2010

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

TABLE OF CONTENTS

	PAGE
Prospectus Summary	1
Summary Financials	2
Risk Factors	4
Use of Proceeds	6
Determination of Offering Price	6
Dilution	6
Selling Shareholders	6
Plan of Distribution	8
Description of Securities to be Registered	9
Interests of Named Experts and Counsel	10
Organization Within Last Five Years	10
Description of Business	10
Description of Property	11
Legal Proceedings	11
Available Information	12
Index to Financial Statements	F-1
Management Discussion and Analysis of Financial Condition and Financial Results	13
Plan of Operations	14
Executive Compensation	18
Security Ownership of Certain Beneficial Owners and Management	19

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision .

About Our Company

We were incorporated under the laws of the State of Nevada on July 6, 2009. Our principal business is management and ownership of real estate properties and restaurants. We are a development stage company and as such, have limited operations and no revenue. Our current operations, during the development stage, include developing the business plan and raising capital. We expect our future operations will include managing, rehabilitating, buying and disposal of income producing commercial and residential real estate properties and restaurants.

On July 14, 2010 we purchased 100% of the outstanding shares of Hardee’s of New Iberia, Inc. In consideration for these shares, the Company signed a promissory note (attached hereto as Exhibit 10.1), in the amount of $100,000, which will bear interest at 5% and is payable in 20 quarterly installments of $2,382 commencing October 15, 2010 with a balloon payment of $74,557 due immediately after the 20th payment. The acquisition will be treated as a purchase and will become a wholly owned subsidiary of the Company.

On September 3, 2010 the Company paid a $100,000 deposit on behalf of a company owned by our Chief Executive Officer (“CEO”), Seenu Kasturi. The deposit was paid in connection with the acquisition of land and a building which is used by Hardee’s of New Iberia, Inc. In connection with this deposit, the related party signed a promissory note for the full amount of the deposit, which will bear interest at 6%, and stipulates that all principal and interest is due to the Company on July 15, 2011. Such promissory note is attached hereto as Exhibit 10.2. In connection with this transaction, Hardees of New Iberia, Inc. signed a 5 year lease with the same related party, for the use of the land and the building. The lease calls for rent payments of $1,000 per month through July 14, 2015. Such lease is attached hereto as Exhibit 10.3.

Where You Can Find Us

Our principal executive offices are located at 4400 Ambassador Caffery Parkway, Suite A Box 347 Lafayette, Louisiana 70508 and our telephone number is (337) 981-1447.

Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.

We will not receive any of the proceeds from the resale of these shares. The offering price of $1.00 was determined by the price the shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data for the period ended June 30, 2010 is derived from our audited financial statements.

	For the period July 6, 2009 to June 30, 2010
STATEMENT OF OPERATIONS

Revenues	$	-
General and Administrative Expenses		22,356
Professional Fees		10,175
Total Operating Expenses		32,531
Interest Income		12,107
Net Income (Loss)	$	(20,424)

	As of June 30,2010
BALANCE SHEET DATA

Cash		$	361,993
Total Assets			904,074
Total Liabilities			830
Stockholders’ Equity			903,244

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

Subject to Completion, Dated November , 2010

1,000,000 SHARES OF

BLUE VICTORY HOLDINGS, INC.

COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. The 1,000,000 shares of our common stock can be sold by selling security holders at a fixed price of $1.00 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with The Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus Is: November , 2010

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and not to the selling stockholders.

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.

Blue Victory Holdings, Inc. is a Nevada Corporation founded on July 6, 2009. We have no significant financial resources and minimal revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.

WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.

We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We are a development stage company. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OF SEENU KASTURI. YANNICK BASTIEN, AND OWEN THOMPSON. WITHOUT EACH OF THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and continued services of Seenu Kasturi, our President and Chief Executive Officer, Yannick Bastien, our director of operations, and Owen Thompson, our director of restaurant operations. We currently do not have employment agreements with any of these employees. The loss of any one of their services could have a material adverse effect on our business, financial condition or results of operation.

THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $1.00 per share for the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). 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 that provides information about penny stocks and the 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 broker-dealer must also 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 requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our private placement which was completed on June 28, 2010 pursuant to an exemption under Rule 506 of Regulation D.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of the following: (i) 1,000,000 shares of our common stock held by 50 shareholders which were sold in our Regulation D Rule 506 offering completed on June 28, 2010; (ii) 10,000 shares of our common stock held by 1 shareholder which were issued on July 6, 2009 in exchange for legal services and qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of November 4, 2010 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Name of selling stockholder	Shares of common stock owned prior to offering	Shares of common stock to be sold	Shares of common stock owned after offering	Percent of common stock owned after offering (1)
51 Anslow & Jaclin	10,000	10,000	0	0%
1 Reynaud, Roderick	1,000	1,000	0	0%
2 Granger, Kenneth	1,000	1,000	0	0%
3 Granger, James	5,000	5,000	0	0%
4 Pandya, Keten	50,000	50,000	0	0%
5 Broussard, Brett	1,000	1,000	0	0%
6 Pandya, Bipin	50,000	50,000	0	0%
7 Peters, Stephen	5,000	5,000	0	0%
8 Bhougaraju, Kesava K/Shymala	5,000	5,000	0	0%
9 Rao, Shridhar	5,000	5,000	0	0%
10 Kiesler, James	50,000	50,000	0	0%
11 Blasi, Candance	15,000	15,000	0	0%
12 Flanders, Rowena	25,000	25,000	0	0%
13 Leopold, William	50,000	50,000	0	0%
14 Jaikishen, Suryakalan	25,000	25,000	0	0%
15 Bhat, Shyla	8,000	8,000	0	0%
16 Bourgeois, Cynthia	50,000	50,000	0	0%
17 Sharma, Neeraj	25,000	25,000	0	0%
18 Kasturi, Savitha	2,500	2,500	0	0%
19 Alexander, Fred	1,000	1,000	0	0%
20 Bastien, Yannick	1,000	1,000	0	0%
21 Evans, James	2,500	2,500	0	0%
22 Shukla, Dev	1,000	1,000	0	0%
23 Soucie, Michelle	1,000	1,000	0	0%
24 Lewis, Shelly	2,500	2,500	0	0%
25 Richard, Mark	1,000	1,000	0	0%
26 Akkaraju, Vidyadhar/Parvathi	100,000	100,000	0	0%
27 Akkaraju, Nikhil	1,000	1,000	0	0%
28 Kasturi, Lakshmi	1,000	1,000	0	0%

29 Kasturi, Minakshi	1,000	1,000	0	0%
30 Boone, Brandy	1,000	1,000	0	0%
31 Hilliard, Karen	50,000	50,000	0	0%
32 Etier, Brian	5,000	5,000	0	0%
33 Bernard, Brenda	1,000	1,000	0	0%
34 Anderson, Christine	1,000	1,000	0	0%
35 Ghirardi, Ronald	1,000	1,000	0	0%
36 Williams, Stacy	1,000	1,000	0	0%
37 Jacobs, Amy	1,000	1,000	0	0%
38 Jacobs, Russell	1,000	1,000	0	0%
39 Lewis, Simeon	1,000	1,000	0	0%
40 Peters, Linda	1,000	1,000	0	0%
41 Mitchell, David	10,000	10,000	0	0%
42 Bilakanti, Srinivas	5,000	5,000	0	0%
43 Islam, Mohammed	25,000	25,000	0	0%
44 Chikeral, Amil	5,000	5,000	0	0%
45 Kasturi, Seenu & Divya (2)	9,100,000	100,000	9,000,000	90%
46 Peters, Marck	65,000	65,000	0	0%
47 Thompson, Owen	2,500	2,500	0	0%
48 Thanki, Lalit	25,000	25,000	0	0%
49 Allenan, Kim	2,000	2,000	0	0%
50 Stewart, Robert	200,000	200,000	0	0%

(1) Based on 10,000,000 outstanding Common Shares at November 4, 2010

(2) Seenu Kasturi is our Chief Executive Officer and Director.

To our knowledge, except for Seemu Kasturi, as disclosed above, none of the selling shareholders or their beneficial owners:

–	has had a material relationship with us other than as a shareholder at any time within the past three years; or
–	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
–	are broker-dealers or affiliated with broker-dealers.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $1.00 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $1.00 until a market develops for the stock.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

O	ordinary brokers transactions, which may include long or short sales,
O	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
O	through direct sales to purchasers or sales effected through agents,
O	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
O	any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of preferred stock, $0.001 par value per share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock

We are authorized to issue 100,000,000 shares of common stock, $0.001 par value per share. Currently we have 10,000,000 common shares issued and outstanding.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this private placement are fully paid and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Delaware for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

We are authorized to issue 10,000,000 shares of preferred stock and currently have no shares issued and outstanding.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Webb & Company, P.A. to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Item 11. Information with Respect to the Registrant.

Organization Within Last Five Years

Description of Business

General

On July 14, 2010 we purchased 100% of the outstanding shares of Hardee’s of New Iberia, Inc. In consideration for these shares, the Company signed a promissory note (attached hereto as Exhibit 10.1), in the amount of $100,000, which will bear interest at 5% and is payable in 20 quarterly installments of $2,382 commencing October 15, 2010 in 20 payments of $2,382 with a balloon payment of $74,557 due immediately after the 20th payment. The acquisition will be treated as a purchase and will become a wholly owned subsidiary of the Company.

Business Model

Each Hardee’s location will be set up as a Limited Liability Corporation or Limited Partnership. Ninety percent will be owned by Blue Victory Holdings and ten percent will be utilized as part of an incentive package for the General Manager of each location, based on the qualifications and other metrics to be set at the sole discretion of Director of Restaurant Operations of Blue Victory Holdings.

Competition

Hardee’s is a concept with hundreds of locations and has proven to work in many market types. We believe our potential risks are low. We believe that, with the quality food of the Hardee’s brand, and with clean physical plants with outstanding customer service, that we will be successful with the brand. However, when a new concept is brought to a market (even a proven concept), there is a risk of failure. While we are confident that Hardee’s will be received well in the market, there are no guarantees. Certainly, we will need a strong marketing campaign and excellent operations to help bring brand recognition and market awareness to an acceptable level. We feel confident that, over time, this will be gained by executing our marketing strategy and experience with brand development in this market.

Most all of the national competitors are already here in our market. The good news is that they are already here and most do not execute very well. McDonalds and Sonic have the highest volume, but also spend the most locally on advertising. All of the McDonalds have been scraped and rebuilt over the last few years and Sonic continues to retrofit locations though they have not all been completed. Wendy’s, Burger King, and Whataburger have old physical plants, but they are well maintained.

Marketing Plan

The proposed development area for the Hardee’s restaurant brand is the Lafayette, Louisiana demographic marketing area. On June 28, 2010, we received approval from Hardees Corporate Headquarters (“Corporate”) to operate two locations, including the New Iberia location, already purchased. In the next five years, we hope to have six units operating. If we are able to achieve our goal of six units and those units operate at or exceed forecasted amounts, we plan to seek approval from Corporate to open units in Baton Rouge and Lake Charles.

Tactics for Increasing Guest Count: New Customer & Frequency

Brand development is key in a pioneer market. It will include our operations, advertising, and promotional campaigns. Local store marketing will be critical to our success and we have years of experience. We plan to execute our Hardee’s campaigns with precision and display fresh, inviting point of purchase materials. Marketing to local businesses, schools, organizations, surrounding areas, and community involvement will be a top priority. Additional promotions with radio and cable will result in affordable exposure as we build the brand.

Sales Strategy

In order to increase new customer trial and frequency, we will participate in television advertising promotions based on financial ability. In addition, we will utilize radio and print when appropriate to support marketing campaigns, and monthly Free Standing Inserts (“FSI”) in newspapers as a way to advertise. We will use strategic bounce back offers to aid in increasing frequency to other day parts. This may be achieved through using bag stuffers, receipt footers or printed on the rear of receipt paper. In addition, we plan to appeal to the employees of local businesses by engaging in ad mailings and providing free food samples to those local businesses.

DESCRIPTION OF PROPERTY

Our business office is located at 4400 Ambassador Caffery Parkway, Suite A Box 347 Lafayette, Louisiana and our telephone number is (337) 981-1447.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had 51 shareholders of our common stock.

Rule 144 Shares

As of the date of this registration statement, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E , Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

FINANCIAL STATEMENTS

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	F-1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	F-2	BALANCE SHEET AS OF JUNE 30, 2010.

PAGE	F-3	STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY 6, 2009 (INCEPTION) TO JUNE 30, 2010.

PAGE	F-4	STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 6, 2009 (INCEPTION) TO JUNE 30, 2010.

PAGE	F-5	STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JULY 6, 2009 (INCEPTION) TO JUNE 30, 2010.

PAGES	F-6 - F-11	NOTES TO FINANCIAL STATEMENTS.

To the Board of Directors of:

Blue Victory Holdings, Inc.

We have audited the accompanying balance sheet of Blue Victory Holdings. Inc. (the "Company-) as of June 30. 2010, and the related statements of operations and comprehensive income, changes in stockholders' equity and cash flows for the period from July 6. 2009 (Inception) to June 30. 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining. on a test basis. evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion. the financial statements referred to above present fairly in all material respects, the financial position of Blue Victory Holdings. Inc. as of June 30. 2010 and the results of its operations and its cash flows for the period from July 6. 2009 (Inception) to June 30, 2010 then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements. the Company is in the development stage with limited operations and has a net loss of $520,424 from Inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ WEBB & COMPANY. P.A.

WEBB & COMPANY. P.A.

Certified Public Accountants

Boynton Beach, Florida

August 25, 2010

1501 Corporate Drive. Suite 150 • Boynton Beach. FL 33426

Telephone: (561) 752-1721 • Fax: (561) 734-8562

www.cpawebb.corn

F-1

Blue Victory Holdings, Inc.
(A Development Stage Company)
Balance Sheet


ASSETS
	June 30, 2010

Current Assets
Cash	$	361,993
Prepaid Expenses		3,000
Notes Receivable - Related Party		46,200
Total Current Assets		411,193

Computer and Equipment, net		2,598

Other Assets
Notes Receivable - Related Party		490,283
Total Other Assets		490,283

Total Assets	$	904,074

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts Payable	$	830
Total Liabilities		830

Commitments and Contingencies		-

Stockholders' Equity /(Deficiency)
Preferred stock, $0.001 par value; 10,000,000 shares authorized,
none issued and outstanding		-
Common stock, $0.001 par value; 100,000,000 shares authorized, 10,000,000 shares
issued and outstanding		10,000
Additional paid-in capital		1,013,668
Less: Stock subscription receivable		(100,000	)
Deficit accumulated during the development stage		(20,424	)
Total Stockholders' Equity		903,244

Total Liabilities and Stockholders' Equity	$	904,074

See accompanying notes to financial statements

F-2

Blue Victory Holdings, Inc.
(A Development Stage Company)
Statement of Operations


	For the period from July 6, 2009
	(Inception) to June 30, 2010

Operating Expenses
Professional fees	$	10,175
General and administrative		22,356
Total Operating Expenses		32,531

Loss from Operations		(32,531	)

Other Income
Interest Income		12,107

Total Other Income		12,107

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(20,424	)

Provision for Income Taxes		-

NET LOSS	$	(20,424	)

Net Loss Per Share - Basic and Diluted	$	-

Weighted average number of shares outstanding		9,389,263
during the period - Basic and Diluted

See accompanying notes to financial statements

F-3

Blue Victory Holdings, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period from July 6, 2009 (Inception) to June 30, 2010

												Deficit
	Preferred Stock				Common stock				Additional			accumulated during the						Total
									paid-in			development			Subscription			Stockholders'
	Shares		Amount		Shares		Amount		capital			stage			Receivable			Equity

Balance July 6, 2009		-	$	-		-	$	-	$	-		$	-		$	-		$	-

Common stock issued for services to founder ($0.001 per share)		-		-		9,000,000		9,000		-			-			-			9,000

Common stock issued for services ($1.00 per share)						10,000		10		9,990			-			-			10,000

Common stock issued for cash ($1.00 per share)		-		-		990,000		990		989,010			-			(100,000	)		890,000

Private placement offering costs		-		-		-		-		(10,000	)		-			-			(10,000	)

Expenses paid by founder on Company's behalf		-		-		-		-		14,468			-			-			14,468

In kind contribution of services		-		-		-		-		10,200			-			-			10,200

Net loss for the period July 6, 2009 (inception) to June 30, 2010		-		-		-		-		-			(20,424	)		-			(20,424	)

Balance, June 30, 2010		-	$	-		10,000,000	$	10,000	$	1,013,668		$	(20,424	)	$	(100,000	)	$	903,244

See accompanying notes to financial statements

F-4

Blue Victory Holdings, Inc.
(A Development Stage Company)
Statement of Cash Flows

	For the period from July 6, 2009
	(Inception) to June 30, 2010
Cash Flows Provided by Operating Activities:
Net Loss	$	(20,424	)
Adjustments to reconcile net loss to net cash provided by operations
Depreciation expense		518
In-kind contribution of services		10,200
Shares issued to founder for services		9,000
Shares issued for services		10,000
Changes in operating assets and liabilities:
Increase in prepaid expenses		(3,000	)
Increase in accounts payable and accrued expenses		830
Net Cash Provided by Operating Activities		7,124

Cash Flows From Investing Activities:
Increase in Notes Receivable - Related Party		(542,829	)
Payments Received on Notes Receivable - Related Party		6,346
Purchase of Fixed Assets		(3,116	)
Net Cash Used In Investing Activities		(539,599	)

Cash Flows From Financing Activities:
Proceeds from issuance of common stock, net of offering costs		880,000
Expenses paid by founder		14,468
Net Cash Provided by Financing Activities		894,468

Net Increase in Cash		361,993

Cash at Beginning of Period		-

Cash at End Period	$	361,993

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-
Cash paid for taxes	$	-


Supplemental disclosure of non-cash investing and financing activities:

Stock issued in exchange for subscription receivable $100,000.

See accompanying notes to financial statements

F-5

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

Blue Victory Holdings, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 6, 2009. Blue Victory Holdings, Inc. principal business is management and ownership of real estate properties and restaurants. The operations will include managing, rehabilitating, buying and disposal of income producing commercial and residential real estate properties and restaurants.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At June 30, 2010, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” As of June 30, 2010 there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-6

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

As of June 30, 2010, the Company has a net operating loss carryforward of approximately $1,200 available to offset future taxable income through 2030. The valuation allowance at June 30, 2010 was $416. The net change in the valuation allowance for the period ended June 30, 2010 was an increase of $416.The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards.

The net deferred tax liability in the accompanying balance sheet includes the following amounts of deferred tax assets and liabilities:


	June 30, 2010


Deferred tax liability:	$	-
Deferred tax asset
Net Operating Loss Carryforward		416
Valuation allowance		(416)
Net deferred tax asset		-
Net deferred tax liability	$	-


	June 30, 2010


Deferred tax liability:	$	-
Deferred tax asset
Net Operating Loss Carryforward		416
Valuation allowance		(416)
Net deferred tax asset		-
Net deferred tax liability	$	-

The components of income tax expense related to continuing operations are as follows:



	2010
Federal
Current	$	-
Deferred		-
	$	-
State and Local
Current	$	-
Deferred		-
	$	-

F-7

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

	Period Ended June 30, 2010

Statutory rate applied to earnings before income taxes:	$	(6,944	)
Increase (decrease) in income taxes resulting from:
State income taxes		-
Change in deferred tax asset valuation allowance		416
Nondeductible expense		6,528
Income Tax Expense	$	-

(F) Computers and Equipment

The Company values computers and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for computer equipment.

In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

There was no impairment losses recorded during the period ended June 30, 2010.

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

F-8

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

(I) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had approximately $113,493 in excess of FDIC insurance limits as of June 30, 2010.

(J) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for notes receivable and accounts payable approximate fair value based on the short-term maturity of these instruments.

NOTE 2 COMPUTERS AND OFFICE

At June 30, 2010 computers and related depreciation is as follows:


Computer and Office Equipment	$	3,116
Less Accumulated Depreciation		(518	)

Computers and Equipment, net	$	2,598

Depreciation expense for the period ended June 30, 2010 was $518.

NOTE 3 NOTE RECEIVABLE – RELATED PARTY

During the year ended June 30, 2010, the Company loaned $20,000 to a related party. Pursuant to the terms of the loan, the loan bears interest at 8% and is due on demand. The Company recognized interest income as it is earned on the outstanding note receivable.

On March 31, 2010, the Company purchased contract rights from a related party. In consideration for an investment of $522,829, the Company has the rights to receive 50 payments of $5,591 per month including interest of 8%. At the end of the payment term, the Company will receive a onetime lump sum payment of $398,400. The contract calls for full recourse should the contract holder default on payment. As of June 30, 2010, $26,200 is recorded in current assets and the remaining balance is recorded as a long term receivable.

F-9

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

NOTE 4 STOCKHOLDERS’ EQUITY

(A) Common Stock Issued for Cash

During the year ended June 30, 2010, the Company issued 990,000 shares of common stock for $880,000 of cash, net of offering cost of $10,000, and $100,000 of subscription receivable ($1.00/share). The subscription receivable was collected on July 14, 2010.

(B) In-Kind Contribution

During the year ended June 30, 2010, the Company’s founder paid expenses on behalf of the Company in the amount of $14,468. The amount has been classified as additional paid in capital (See Notes 5)

For the year ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $10,200 (See Note 5).

On July 6, 2009 the Company issued 9,000,000 shares of common stock to its founder having a fair value of $9,000 ($0.001/share) in exchange for services provided (See Note 5).

On July 7, 2009 the Company issued 10,000 shares of common stock in exchange for legal services having a fair value of $10,000 ($1.00/share) based upon a recent stock offering.

NOTE 5 RELATED PARTY TRANSACTIONS

During the year ended June 30, 2010, the Company’s founder paid expenses on behalf of the Company in the amount of $14,468. The amount has been classified as an additional paid in capital (See Notes 4(B))

For the year ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $10,200 (See Note 4(B)).

On July 6, 2009 the Company issued 9,000,000 shares of common stock to its founder having a fair value of $9,000 ($0.001/share) in exchange for services provided (See Note 4 (C)).

F-10

BLUE VICTORY HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2010

NOTE 6 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with limited operations and has a net loss since inception of $20,424. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 7 SUBSEQUENT EVENTS

On July 14, 2010 the Company purchased 100% of the outstanding shares of Hardee’s of New Iberia, Inc. In consideration for these shares, the Company signed a promissory note in the amount of $100,000, which will bear interest at 5% and is payable in 20 quarterly installments of $2,382 commencing October 15, 2010 with a balloon payment of $74,557 due immediately after the 20th payment. The acquisition will be treated as a purchase and will become a wholly owned subsidiary of the Company.

On September 3, 2010 the Company paid a $100,000 deposit on behalf of a company owned by our CEO. The deposit was paid in connection with the acquisition of land and a building which is used by Hardee’s of New Iberia, Inc. In connection with this deposit, the related party signed a promissory note for the full amount of the deposit, which will bear interest at 6%, and stipulates that all principal and interest is due to the Company on July 15, 2011. In connection with this transaction, Hardees of New Iberia, Inc. signed a 5 year lease with the same related party, for the use of the land and the building. The lease calls for rent payments of $1,000 per month through July 14, 2015.

In preparing these financial statements, we have evaluated events and transactions for potential recognition or disclosure through August 25, 2010, the date the financial statements were issued.

F-11

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This prospectus contains forward-looking statements. The words “anticipated,” “believe,” “expect, “plan,” “intend,” “seek,” “estimate,” “project,” “could,” “may,” and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures, and future net cash flow. Such statements reflect our management’s current views with respect to future events and financial performance and involve risks and uncertainties, including, without limitation, general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to achieve further market penetration and additional customers, and various other matters, many of which are beyond our control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

Overview

Results of Operations

For the Period from July 6, 2009 (Inception) to June 30, 2010

The following tables set forth key components of our results of operations for the periods indicated, in U.S. dollars, and key components of our revenue for the period indicated, in dollars.

	For the Period from July 6, 2009 (Inception) to June 30, 2010
	$

Revenue		-
Cost of services		-
Gross profit		-

Interest Income		12,107
General and administrative expenses		(22,356	)

Professional Fees		(10,175	)
Income before taxation		(20,424	)
Income tax		-
Net income/(loss)		(20,424	)

General and Administrative Expenses. We incurred general and administrative expenses of $22,356 for the period ended June 30, 2010. Our general and administrative expenses are comprised of office expenses, attorney’s fees for the preparation of documents in relation to the purchase of two notes receivable, technology costs, and other independent contractors.

Professional Fees. We incurred professional fees equal to $10,175 for the period ended June 30, 2010. Such fees were attributable to the hiring of our accountant, Berman and Company, our independent auditors, Webb and Company P.A., and other necessary services such as website design and hosting.

Plan of Operations

Our business model consists of earning revenues from the ownership and operations of restaurant franchises as well as rental properties. Our business model is based on the concept of looking for the best rate of return that we can obtain with manageable levels of leverage. We also plan to bring expertise and only pursue business interests that we have a background in or are able to hire managers and supervisors with extensive background in the lines of business that we are pursuing. Lastly, we hope to obtain long term financing at the current below market rates to acquire businesses with positive cash flow after debt service.

We plan to grow by poineering our brand in Louisiana as well as acquiring other brands that are not being managed properly. We also plan to take advantage of the current Real estate market by acquiring properties with above normal net operating income or are being mismanaged and need renovations. We also may sell properties from time to time to generate liquidity to trade up in property size or the number of restaurants.

Revenue Model

We expect to earn revenues from ongoing operations of real estate acquisitions and restaurant operations and acquisitions.

Sales and Growth Assumptions

We plan to generate revenue in year one by operating our Hardees location in New Iberia, La, looking for and opening other Hardees locations, by making offers, acquiring and operating other restaurants and rental real estate properties. Our goal is to reach over $50,000 dollars in revenue in the first month. We anticipate that by acquiring Hardees in New Iberia we will meet our revenue goals in the short term. We also anticipate that by continuing to make offers and working to build new restaurants we will reach our immediate goals. The goals and benchmarks set by us are our own ideals. They are not based on any extensive research or industry comparatives. Within four months we anticipate having other offers out to be considered by other national restaurant brands to expand our presence in the restaurant field. We are also considering buying additonal rental properties and maybe selling some properties depending on our needs for capital and the current marketplace. In particular, we have extended offers to acquire 13 Burger King restaurants and 9 Kentucky Fried Chicken restaurants and hope to acquire either one or both in the coming months.

Capital Resources and Liquidity

As of June 30, 2010 we had $361,993 in cash, which is unrestricted an available for short term demands.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

The following table sets forth a summary of our cash flows for the periods indicated:

	For the Period from July 6, 2009 (Inception) to June 30, 2010
	(Audited)
Net Cash provided by Operating Activities		7,124
Net Cash used in Investment Activities		(539,599	)
Net Cash provided by Financing Activities		894,468
Net Increase in Cash and Cash Equivalents		361,993
Cash, Beginning of Period		-
Cash, End of Period	$	361,993

For the period from July 6, 2009 (Inception) to June 30, 2010.

Net cash from operating activities was $ 7,124 for the period ended June 30, 2010. The cash generated was a result of the interest income on the notes receivable.

Net cash used in investment activities was $ 539,599 for the period ended June 30, 2010. We used cash to purchase the two notes discussed in the “Interest Income” description above.

Net cash provided by financing activities amounted to $894,468 for the period ended June 30, 2010. During the period ended June 30, 2010, the Company issued 990,000 shares of common stock for $880,000 of cash, net of offering cost of $10,000, and $100,000 of subscription receivable ($1.00/share). The subscription receivable was collected on July 14, 2010.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of November 4, 2010 are as follows:

NAME	AGE		POSITION

Seenu Kasturi		41	President, Chief Executive Officer, Chairman
Fred Alexander		64	Director of Business Development
Yannick Bastien		37	Director of Operations, Blue Victory Holdings
Owen P. Thompson		44	Director of Restaurant Operations

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Seenu Kasturi, age 41, President, Chief Executive Officer, Director

Seenu Kasturi graduated from the Andhra University, Visakhapatnam, India with a Bachelor of Arts Degree in 1994. In 2000, Mr. Kasturi became a registered representative with the SEC. In that same year, Mr. Kasturi obtained licenses in both life and health insurances for the states of Louisiana and Florida. Mr. Kasturi maintained all of his licenses and has remained current with all continuing education requirements. In 2003, Mr. Kasturi started K & L Investment Realty with the intention of creating a principal business of management and ownership of real estate and restaurant properties. K&L Investment Realty’s operations are run by its wholly-owned managing member, Mr. Kasturi.

In October, 2007, Mr. Kasturi received his Certified Financial Planner (CFP) designation and has maintained his license by attending the required insurance and financial planning classes. Upon completion of Series 7 licensing, Seenu joined American Express Financial Advisors in Lafayette, Louisiana where he started a successful financial planning business and currently serves as an independent contractor. He has expanded the firm to locations in Orlando, Palm Coast, and Baton Rouge. The combined value of the portfolios currently being managed is $150,000,000.00, subject to market trends.

Mr. Kasturi has a full background in financial planning, portfolio management, insurance, asset management/ evaluation, business acquisitions/ sales, real estate acquisitions, finance, and restaurant management. Mr. Kasturi will serve as the CEO and will select investments and direct funding for all investments. All directors will report to Mr. Kasturi.

Fred Alexander, age 64 –Director of Business Development

In 1972, Mr. Alexander was licensed as a real estate broker, and is required to take eight hours of continuing education annually to maintain his license. Fred joined E. W. Wynne, Inc., in 1976, as a Broker/Manager. E. W. Wynne, Inc., a real estate sales company, was transformed into W. A. Associates, Inc. in 1980, and became a very successful real estate development and construction company, which Fred co-owned. With changing market conditions in Louisiana, Fred deveolped new companies, beginning in 2001, i.e., Southern Real Estate, LLP, American Phoenix, LLC and Quantum Leap, LLC, that were more geared to the acquisition, refurbishment and management of distressed properties. In 2003, Fred began doing consulting work for Mr. Kasturi, as an independent contractor. He duties included finding and evaluating properties to fit Mr. Kasturi's investment profile, drafting the purchase agreements to acquire properties and helping to procure financing for properties to be purchased. Mr. Alexander was invited by Mr. Kasturi to join Blue Victory Holdings, as its Director of Business Development.

Mr. Alexander brings to the company a strong background in structuring companies and partnerships; project planning; project site selection; the property acquisition process; packaging proposals; working with municipal authorities and committees; and in negotiating and reviewing contracts with lenders, engineering & architectural firms. Mr. Alexander will work with Yannick Bastien and Owen Thompson on restaurant projects along with his current responsibilities at Blue Victory, and will report directly to Seenu Kasturi.

Yannick Bastien, age 37- Director of Operations, Blue Victory Holdings

Mr. Bastien attended University of Central Florida ("UCF"), Orlando from 1994-1997 where he majored in Microbiology and minored in Mathematics. While at UCF, Mr. Bastien was heavily involved in the stock market and investment, and ultimately left the university to begin a financial planning and real estate investment business.

Mr. Bastien built a solid financial planning business over a ten-year period beginning in 1998 while also investing in and managing various construction projects. In 2007, at Mr. Kasturi’s request, Mr. Bastien left the financial planning business to assist Mr. Kasturi with a HUD project at K & L Investment Realty, LLC. Since then, Mr. Bastien has successfully remodeled and refurbished several apartment communities, owned by Mr. Kasturi, some of which are HUD Properties. In addition, Mr. Bastien has promulgated an extremely successful apartment management system, and has integrated that system, with a high level of success at all of the company owned properties. Mr. Bastien was appointed Director of Operations at Blue Victory Holdings, Inc. at its inception.

Mr. Bastien’s proven ability to manage construction and real estate projects by meeting timelines and budgets will be an asset for us in remodeling, retrofitting and new construction. Mr. Bastien is the construction coordinator and works with Fred Alexander and Owen Thompson on restaurant projects. In addition, Mr. Bastien assists Mr. Kasturi with performing the accounting functions necessary at Blue Victory. Mr. Bastien reports directly to Seenu Kasturi.

Owen P. Thompson, age 44 - Director of Restaurant Operations

Mr. Thompson attended the University of Southwestern Louisiana School of Business from 1985 to 1988. Since 2000, Mr. Thompson has worked with the Krystal Company Operations Department as a District Supervisor over Louisiana and East Texas Operations. Owen Thompson will serve as our Director of Restaurant Operations and Supervisor until we have enough units to justify bringing one on. He reports directly to Seenu Kasturi.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

EXECUTIVE COMPENSATION

Summary Compensation Table; Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended June 30, 2010 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO).

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Totals ($)

Seenu Kasturi, Chief Executive Officer	2010	$	0	0		0	0		0	0	0	$	0

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through November 4, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending June 30, 2010 by the executive officer named in the Summary Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

We currently do not have any employment agreements with any of our employees.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 4, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class (1)

Common Stock	Seenu Kasturi		9,100,000		91.00	%

(1) Based upon 10,000,000 shares outstanding as of November 4, 2010.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

On July 6, 2010 we issued 9,000,000 shares of par value $.001 common stock to Seenu Kasturi, our CEO, pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933. The shares were issued in exchange for services rendered to us.

On June 6, 2010, Seenu Kasturi purchased 100,000 common shares in conjunction with our Regulation D Rule 506 private offering completed on June 28, 2010.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

BLUE VICTORY HOLDINGS, INC.

1,000,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until November 4, 2010, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus Is: November , 2010

PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS

Securities and Exchange Commission registration fee	$	71.30
Federal Taxes	$	0
State Taxes and Fees	$	0
Transfer Agent Fees	$	2,500
Accounting fees and expenses	$	7,500
Legal fees and expense	$	10,000
Blue Sky fees and expenses	$	0
Miscellaneous	$	0
Total	$	20,071.30

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Recent Sales Of Unregistered Securities.

We were incorporated in the State of Nevada in July 2009. On July 6, 2009, 9,000,000 shares were issued to Seenu Kasturi in return for services rendered to the Company and 10,000 shares were issued to Anslow & Jaclin, L.P in return for legal services to be rendered. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

On June 28, 2010, we completed a Regulation D Rule 506 offering in which we sold 990,000 shares of common stock to 50 investors, at a price per share of $1.00 per share for an aggregate offering price of $990,000. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

Name	No. of Shares
Reynaud, Roderick	1,000
Granger, Kenneth	1,000
Granger, James	5,000
Pandya, Keten	50,000
Broussard, Brett	1,000
Pandya, Bipin	50,000
Peters, Stephen	5,000
Bhougaraju, Kesava K/Shymala	5,000
Rao, Shridhar	5,000
Kiesler, James	50,000
Blasi, Candance	15,000
Flanders, Rowena	25,000
Leopold, William	50,000
Jaikishen, Suryakalan	25,000
Bhat, Shyla	8,000
Bourgeois, Cynthia	50,000
Sharma, Neeraj	25,000
Kasturi, Savitha	2,500
Alexander, Fred	1,000
Bastien, Yannick	1,000
Evans, James	2,500
Shukla, Dev	1,000
Soucie, Michelle	1,000
Lewis, Shelly	2,500
Richard, Mark	1,000
Akkaraju, Vidyadhar/Parvathi	100,000
Akkaraju, Nikhil	1,000
Kasturi, Lakshmi	1,000
Kasturi, Minakshi	1,000
Boone, Brandy	1,000
Hilliard, Karen	50,000
Etier, Brian	5,000
Bernard, Brenda	1,000
Anderson, Christine	1,000
Ghirardi, Ronald	1,000
Williams, Stacy	1,000
Jacobs, Amy	1,000
Jacobs, Russell	1,000
Lewis, Simeon	1,000
Peters, Linda	1,000
Mitchell, David	10,000
Bilakanti, Srinivas	5,000
Islam, Mohammed	25,000
Chikeral, Amil	5,000
Kasturi, Seenu & Divya	100,000
Peters, Marck	65,000
Thompson, Owen	2,500
Thanki, Lalit	25,000
Allenan, Kim	2,000
Stewart, Robert	200,000

The Common Stock issued in our Regulation D, Rule 506 Offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. §230.506:

(A)	No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.

(B)	At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.

(C)	Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.

(D)	The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.

(E)	Other than Seenu Kasturi, our Chief Executive Officer, none of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.

Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed n July 30, 2010 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.

Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion of Anslow & Jaclin, LLP
10.1	Promissory Note by and between Blue Victory Holdings, Inc. and Hardees of New Iberia, Inc. dated July 14, 2010
10.2	Promissory Note by and between Blue Victory Holdings, Inc. and Hardees Real Estate of Louisiana, Inc.
10.3	Lease Agreement between Blue Victory Holdings, Inc. and Hardees Real Estate of Louisiana, Inc.
23.1	Consent of Webb & Company, P.A.

Item 17. Undertakings.

(A) The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii)	Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Lafayette, Louisiana on November 4, 2010.

BLUE VICTORY HOLDINGS, INC.

By:	/s/Seenu Kasturi
	Seenu Kasturi
	Chairman of the Board of Directors, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seenu Kasturi and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of Blue Victory Holdings, Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed below by the following persons in the capacities and on the dates stated.

By:	/s/ Seenu Kasturi
	Seenu Kasturi
	Chairman of the Board of Directors, Chief Executive Officer

Blue Victory Holdings, Inc. - FORM S-1 - November 4, 2010

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