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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
HILL KENNETH E
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
__X__ Officer (give title below) _____ Other (specify below)
CHIEF OPERATIONS OFFICER
(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)
12/31/2011
(Street)


NEWPORT BEACH, CA 92660
4. If Amendment, Date Original Filed(Month/Day/Year)
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
Common Stock 06/30/2011   C4 2,072,876 A $ (1) 2,072,876 I Already Done That, LLC (2)
Common Stock 06/30/2011   C4 2,072,877 A $ (1) 4,145,753 I Already Done That, LLC (2)
Common Stock 06/30/2011   C4 2,072,877 A $ (1) 6,218,630 I Already Done That, LLC (2)
Common Stock 06/30/2011   C4 2,072,877 A $ (1) 8,291,507 I Already Done That, LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. 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 $ 0.005 02/17/2011   P4 2,000,000   02/17/2011 09/30/2013 Common Stock
2,000,000
$ 10,000 (3) 2,000,000
I
Already Done That, LLC (2)
Warrants $ 0.005 02/17/2011   P4 10,000   02/17/2011 02/17/2016 Common Stock
10,000
(4) 2,010,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 02/17/2011   P4 2,000,000   02/17/2011 09/30/2013 Common Stock
2,000,000
$ 10,000 (3) 4,010,000
I
Already Done That, LLC (2)
Warrants $ 0.005 02/17/2011   P4 10,000   02/17/2011 02/17/2016 Common Stock
10,000
(4) 4,020,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 02/17/2011   P4 2,000,000   02/17/2011 09/30/2013 Common Stock
2,000,000
$ 10,000 (3) 6,020,000
I
Already Done That, LLC (2)
Warrants $ 0.005 02/17/2011   P4 10,000   02/17/2011 02/17/2016 Common Stock
10,000
(4) 6,030,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 02/17/2011   P4 2,000,000   02/17/2011 09/30/2013 Common Stock
2,000,000
$ 10,000 (3) 8,030,000
I
Already Done That, LLC (2)
Warrants $ 0.005 02/17/2011   P4 10,000   02/17/2011 02/17/2016 Common Stock
10,000
(4) 8,040,000
I
Already Done That, LLC (2)
Warrants $ 0.01 03/31/2011   A4 300,000   03/31/2011 03/30/2016 Common Stock
300,000
(5) 8,340,000
D
 
Warrants $ 0.01 06/30/2011   A4 300,000   06/30/2011 06/29/2016 Common Stock
300,000
(5) 8,640,000
D
 
10% Senior Secured Convertible Debenture $ 0.005 06/30/2011   C4   2,000,000 02/17/2011 09/30/2013 Common Stock
2,072,876
(1) 6,640,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 06/30/2011   C4   2,000,000 02/17/2011 09/30/2013 Common Stock
2,072,877
(1) 4,640,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 06/30/2011   C4   2,000,000 02/17/2011 09/30/2013 Common Stock
2,072,877
(1) 2,640,000
I
Already Done That, LLC (2)
10% Senior Secured Convertible Debenture $ 0.005 06/30/2011   C4   2,000,000 02/17/2011 09/30/2013 Common Stock
2,072,877
(1) 640,000
I
Already Done That, LLC (2)
Options $ 0.01 08/26/2011   A4 1,500,000   08/26/2011 08/26/2015 Common Stock
1,500,000
(6) 2,140,000
D
 
Options $ 0.02 08/26/2011   A4 3,000,000   08/26/2011 08/26/2017 Common Stock
3,000,000
(7) 5,140,000
D
 
Warrants $ 0.01 09/30/2011   A4 300,000   09/30/2011 09/30/2016 Common Stock
300,000
(5) 5,440,000
D
 
Warrants $ 0.01 12/31/2011   A4 300,000   12/31/2011 12/30/2016 Common Stock
300,000
(5) 5,740,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HILL KENNETH E
C/O VICTORY ENERGY CORPORATION
20341 IRVINE AVENUE , SUITE D-6
NEWPORT BEACH, CA 92660
  X     CHIEF OPERATIONS OFFICER  

Signatures

/s/ Kenneth E. Hill 03/26/2012
**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) A total of $10,000 of outstanding principal plus $364 of accrued interest converted under several 10% Senior Secured Convertible Debentures.
(2) The securities are held by Already Done That, LLC a Texas limited liability corporation. The reporting person owns Already Done That, LLC. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein.
(3) The reporting person participated in the Issuer's private placement of 350 Units to certain qualified investors. Each Unit is comprised of (i) a $10,000 principal amount 10% Senior Secured Convertible Debenture, and (ii) a five-year warrant to purchase 10,000 shares of common stock. The Units are being offered at a purchase price of $10,000 per Unit. The reporting person purchased a total of 4 Units during the 2011 fiscal year for a total purchase price of $40,000.
(4) Warrants issued as part of the Units.
(5) Warrants awarded for Mr. Hill's service on the board of directors. Under the directors' compensation program, each board member earns 100,000 Warrants per month, which are awarded at the end of each quarter. The directors receive no other compensation for their service on the board.
(6) Employee stock options awarded to Mr. Hill compensation. Options fully vest on 8/26/2011 and expire on 8/25/2015. The strike price is $0.01.
(7) Employee stock options awarded to Mr. Hill compensation. Options vest monthly, at a rate of 12,500 per month, over a 24 month period, starting on 8/26/2011. Options expire on 8/25/2017. The strike price is $0.02.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.