Unassociated Document
 
 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
SEC File No: 002-76219NY
 
Washington, D.C. 20549
 
CUSIP No:  [_________]
 
 
FORM 12b-25
  
     
 
NOTIFICATION OF LATE FILING
  

 
(Check One):
xForm 10-K
oForm 20-F
oForm 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
            
For Period Ended:                  December 31, 2010                                    

¨
Transition report on Form 10-K
¨
Transition report on Form 20-F
¨
Transition report on Form 11-K
¨
Transition report on Form 10-Q
¨
Transition report on Form N-SAR

For the Transition Period Ended: _________________________________

Read Instruction (on back page) Before Preparing Form Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
__________________________________________________________________________

PART 1 -- REGISTRANT INFORMATION
 
Victory Energy Corporation
Full Name of Registrant
 
Former Name if Applicable
 
20341 Irvine Avenue, D-6
Address of Principal Executive Office (Street and Number)
 
Newport Beach, California 92660
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

   
(a)  The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
x
  
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or a portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
   
(c)  The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
 
 

 
PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Data and other information regarding certain material operations of the Company, as well as its financial statements required for the filing, are not currently available and could not be made available without unreasonable effort and expense.
 
 
PART IV-- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Robert J. Miranda
714
480-0305
(Name)
(Area Code)
(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
oYes   x No
Forms 10Q for the quarters ended March 31, 2010; June 30, 2010; and September 30, 2010, are delinquent. We plan to file these by April 15, 2011

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
xYes   o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

We anticipate our financial results for the year ended December 31, 2010, will differ significantly from the same period of the prior year.  We believe our revenues for the year ended December 31, 2010, will decrease by about 10% to approximately $469,200, and our net loss will increase by about 90% for the year ended December 31, 2010 compared to 2009.  The exact figures and impact will not be known until our financial statements for December 31, 2010 are completed.
Victory Energy Corporation
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date
March 31, 2011
     By
/s/ Robert Miranda

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)