Washington, D.C. 20549 


FORM 12b-25



OMB Number: 3235-0058
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(Check one):   x  Form 10-K o  Form 20-F o  Form 11-K o   Form 10-Q o  Form 10-D o  Form N-CEN o  Form N-CSR
    For Period Ended: 12/31/2018                                          
    o   Transition Report on Form 10-K
    o   Transition Report on Form 20-F
    o   Transition Report on Form 11-K
    o   Transition Report on Form 10-Q
    o   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:




Victory Oilfield Tech, Inc.


Full Name of Registrant




Former Name if Applicable


3355 Bee Caves Rd. Suite 608


Address of Principal Executive Office (Street and Number)


Austin, TX 78746


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;
¨ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K, Form N-SAR, or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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 date; and
¨ (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




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 portion thereof, could not be filed within the prescribed time period.


The registrant is unable to file its Form 10-K within the prescribed time period without unreasonable effort or expense, due to lack of accounting staff from the period beginning January 8, 2019 and ending March 28, 2019, resulting from financial constraints on the registrant. A consultant has been engaged effective March 29, 2019, to close the registrant’s financial books and records as of December 31, 2018 and to prepare the Form 10-K.


SEC 1344 (03-05)   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 control number.


 (Attach extra Sheets if Needed)




(1)   Name and telephone number of person to contact in regard to this notification
Kenneth Hill   (512)   347-7300
(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).
    Yes x     No o
(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?
    Yes  x    No o 
    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.
    The registrant anticipates a significant impairment of its Intellectual Property intangible asset, which had a book value of $17.6 million as of the third quarter of 2018, as reported in its Quarterly Report on Form 10-Q for the period ended September 30, 2018.



Victory Oilfield Tech, Inc.


(Name of Registrant as Specified in Charter)


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


Date:  April 1, 2019     By:   /s/ Kenneth Hill

Name: Kenneth Hill

Title: Chief Executive Officer