U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
[X] Form
10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR
For
the Period Ended December 31, 2004
[ ]
Transition Report on Form 10-K
[ ]
Transition Report on Form 10-Q
[ ]
Transition Report on Form 20-F
[ ]
Transition Report on Form N-SAR
[ ]
Transition Report on Form 11-K
For
the Transition Period Ended:
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
Items(s) to which the nofication relates:
Part
I - Registrant Information
Full Name
of Registrant: Victory Capital Holdings Corp
Former
Name if Applicable:
Address
of Principal Executive Office (Street and Number):
27762
Antonio Parkway
Suite
L1-497
Ladera
Ranch, CA 92694
Part
II - Rules of 12b-25 (b) and (c)
If the
subject report could not be filed without reasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate).
[ X ] (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 or semi-annual report, transition report on Form
10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-QSB, 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
The
Registrant is in the process of compiling information for the year ended
December 31, 2004 for the Form 10-KSB, all of which information has not yet been
received. The auditor will complete its review no later that April 15,
2005.
Part IV -
Other information
(1) Name
and telephone number of person to contact in regard to this notification: Philip
J. Englund, 760-753-3464.
(2) Have
all or other periodic report 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 the answer is no,
identify report(s).
[ X ] Yes
[ ] No
(3) Is it
anticipated that any significant change in results of operations from the
corresponding period for the last year will be reflected by the earnings
statement to be included in the subject report or portion thereof?
[ ] Yes [
X ] No
The
Registrant has caused this notification to be signed or its behalf by the
undersigned, thereunto duly authorized.
Date:
March 31, 2005
/s/ Jon
Fullenkamp
--------------------------------
Jon
Fullenkamp
President