FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ZAMBER RONALD 2. Issuer Name and Ticker or Trading Symbol VICTORY ENERGY CORP [VYEYD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VICTORY ENERGY CORPORATION, 20341 IRVINE AVENUE , SUITE D-6 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2010 (Street) NEWPORT BEACH, CA 92660 4. If Amendment, Date Original Filed(Month/Day/Year) 05/03/2011 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

10% Senior Secured Convertible Debenture (1)

$ 0.005

12/31/2010

Â

J4

110,455,000

Â

12/31/2010

12/31/2013

Common Stock

110,455,000

(2)

117,097,226

I

By Visionary Investments, LLC (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ZAMBER RONALD C/O VICTORY ENERGY CORPORATION 20341 IRVINE AVENUE , SUITE D-6 NEWPORT BEACH, CA 92660	  X	Â	Â	Â

Signatures

/s/ Ronald Zamber		03/01/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reporting person inadvertently failed to disclose beneficial ownership of these securities owned indirectly by Visionary Investments, LLC.
(2)	Pursuant to a Loan Extension Agreement between the Issuer and Visionary Investments, LLC dated December 31, 2010, the Issuer and Visionary Investments, LLC consolidated and otherwise converted multiple unsecured notes in the total amount of $497,000 and accrued interest in the total amount of $55,275 held by Visionary Investments, LLC into a 10% Senior Secured Convertible Debenture with a face value of $552,275.00.
(3)	The securities are owned by Visionary Investments, LLC. The reporting person holds a 100% interest in Visionary Investments, LLC and is also the sole member. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein.

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