8-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 4, 2011 (December 31, 2010)

VICTORY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	2-76219-NY	87-0564472
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20341 Irvine Avenue, Suite D-6, Newport Beach, California	92660
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (714) 480-0305

2677 N. Main Street, Suite 360, Santa Ana, California 92705

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2010, Victory Energy Corporation (the “Company”) entered into an Option Agreement dated December 20, 2010 (the “Option Agreement”) with Santiago Resources, LP, 1519 Partners, LP, Via Fortuna Minerals, LLC, Wesley G. Ritchie, and Barrier Island Minerals, LLC (collectively, the “Optionors”), whereby the Optionors granted the Company an option to acquire an oil and gas lease in a mineral interest owned by the Optionors in Padre Island, Texas.

The Option Agreement gives the Company the exclusive right to acquire an oil and gas lease in the Optionors’ mineral interest for a period of one (1) year from the effective date of the Option Agreement (the “Option Period”).  During the Option Period, the Optionors may not enter into any oil and gas lease in the mineral interest which would otherwise prevent the Company from exercising its option under the Option Agreement.  Pursuant to the terms of the Option Agreement, the Company will have full access to the land during the Option Period and may, among other things, conduct geophysical or seismic testing of the land to ascertain the potential gas reserves of the mineral interest.  As consideration for the option, the Company has agreed to pay the Optionors the amount of Twenty-Five Thousand Dollars ($25,000.00).

Tom McCall is the president of Santiago Resources, LP.  Tom McCall is also a partner in The McCall Firm, a Texas-based law firm (the “McCall Firm”).  The McCall Firm serves as the Company’s legal counsel in the State of Texas and is currently prosecuting certain litigation on behalf of the Company.  Dave McCall, Tom’s brother, is the president of 1519 Partners, LP.  Dave McCall is also a partner in the McCall Firm.  As previously reported, The McCall Firm serves as the Company’s legal counsel in the State of Texas.   

A copy of the Option Agreement is attached hereto as Exhibit 99.1 and is incorporated in this report by reference.  The foregoing summary of the Option Agreement is qualified in its entirety by reference to the text of the Option Agreement filed herewith.

A copy of the Company’s press release announcing the transaction is attached hereto as Exhibit 99.2 and is incorporated in this report by reference.  

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.Description

99.1                         Option Agreement by and among Victory Energy Corporation, Santiago Resources, LP, 1519 Partners, LP, Via Fortuna Minerals, LLC, Wesley G. Ritchie, and Barrier Island Minerals, LLC dated December 20, 2010.

99.2                         Press Release of Victory Energy Corporation dated January 4, 2011.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VICTORY ENERGY CORPORATION
Dated: January 4, 2011	By:	/s/ ROBERT J. MIRANDA
		Robert Miranda
		Chairman and Interim CEO

EX-1

OPTION AGREEMENT

(Option to Acquire Oil and Gas Lease)

STATE:	Texas
COUNTY:	Cameron
OPTIONORS:	Santiago Resources, LP
	1519 Partners, LP
	Via Fortuna Minerals, LLC
	Wesley G. Ritchie
	Barrier Island Minerals, LLC
OPTIONEE:	Victory Energy Corporation
	2600 Via Fortuna, Suite 200
	Austin, Texas 78746
EFFECTIVE DATE:	December 20, 2010

Optionors, named above, own part of the mineral interest in the land described in Exhibit A (the "Land"). Optionors desire to grant Optionee, named above, an option to acquire an Oil and Gas Lease on Optionors’ mineral interest in the Land.

For the consideration of Twenty-Five Thousand Dollars ($25,000.00), the receipt and sufficiency of which Optionors acknowledge, Optionors grant Optionee, for a term of threehundred sixty-five (365) days from the Effective Date (the "Option Period"), the exclusive right and option, but not the obligation, to acquire a lease of the Land on substantially the same terms and conditions as set forth in the form Oil and Gas Lease attached as Exhibit B, (the "Option Lease"). Optionors agree not to enter into any oil and gas lease which would prevent Optionee from exercising this option on the Land during the Option Period; provided, however, Optionors reta in the right to sell all or any portion of their mineral rights in the Land, and any such sale, if made subject to the terms of this Option, shall not constitute a breach of this Option Agreement.

In addition, and in return for the payment of the Option consideration, which is nonrefundable, Optionors agree to permit Optionee full access to the Land, access to all acreage records, including abstracts, surveys, title opinions court documents, orders and judgments in Optionors’ possession which might be useful in certifying and determining ownership and mineral rights in the Land. The right to access the Land hereunder includes the right to conduct geophysical or seismic testing, including the right to take soil samples, photographs or otherwise ascertain data regarding the Land. Optionee agrees to keep confidential and not to disclose to any third parties any information concerning the Land without the prior express written consent of Optionors, and Optionee shall furnish Optionors copies of any seismic data, geophysic al data,

Option Agreement (Option Agreement to Acquire Oil and Gas Lease) Page 1

and any other geological information obtained by Optionee covering the Land during the Option Period.

Should Optionee elect to exercise its option to acquire a lease within the Option Period, Optionee shall notify Optionors, in writing and personally delivered, or sent by certified mail, return receipt requested, of Optionee’s election, and shall also simultaneously tender to Optionors, in the form of certified funds, payable to Optionors, the amount of $375.00 per net mineral acre owned by Optionors in the mineral estate in the Land (the "Option Payment"). Upon Optionors’ receipt of the election notice, and the verification of receipt of all funds due, Optionee is authorized to place of record, in the county where the Land is located, the Option Lease attached as Exhibit B, which will be executed by Optionors, as Lessors, upon receipt of the election and the verification of funds. Both the written notice and tender must take place within the Option Period for this Option to be deemed to have been timely exercised. Any notice to be given hereunder shall be effective only when actually delivered or received.

 Should Optionee elect to lease the Option Land, the lease executed hereunder shall cover the entirety of the Option Land.

If Optionee does not tender the Option Payment on or before the expiration of the Option Period, this option shall terminate and the Option Lease shall be null and void and of no further force and effect.

All of the terms, covenants, obligations and considerations of this agreement shall extend to and be binding upon Optionors and their successors and/or assigns. This Agreement further constitutes the entire agreement and understanding between the parties with respect to the subject matter herein and supersedes all prior negotiations and representations. This agreement cannot be modified except in writing signed by all of the parties hereto.

Neither this Option Agreement nor the obligations hereunder shall be transferred or assigned, in whole or in part, by Optionee without the prior written consent of Optionors, which consent shall not be unreasonably withheld.

This Option Agreement shall not be recorded in any public records. On request, Optionors agree to execute a Memorandum of this Agreement in a form suitable for recording. This Option Agreement is executed by Optionors of the date of Optionors’ signatures, but shall be deemed effective for all purposes as of the Effective Date stated above.

Option Agreement (Option Agreement to Acquire Oil and Gas Lease) Page 2

EX-2

Victory Energy Corporation

News Release

CONTACT:

Robert J. Miranda                                                                                                                                             ;                               

Chairman and Interim Chief Executive Officer                                                                                                Investor Relations

Chief Financial Officer                                                                                                                                            ;        714.480.0305

714.480.0305                                                                                                                                 

VICTORY ENERGY CORPORATION PURCHASES OPTION

ON TEXAS NATURAL GAS FIELD

Newport Beach, CA, January 4, 2011 – Victory Energy Corporation (OTC: VYEY.PK) today announced that on December 31, 2010, it entered into an option agreement to acquire an oil and gas lease in a 1,000 acre tract of South Padre Island, Texas.

The option gives Victory Energy the exclusive right to acquire an oil and gas lease at the property for a period of one year. Under the terms of the option, Victory Energy will have full access to the land and may conduct geophysical or seismic testing of the land to ascertain the potential gas reserves.

Padre Island Gas Field is located 15 miles north of Port Isabel, Texas. The field was discovered by Gulf Oil in 1960 and produced approximately 3.8 billion cubic feet (BCF) to October 1, 1980 from two Miocene Sands at 6,000 feet and 6,500 feet. Three wellbores are currently shut-in and will be re-evaluated for activation. These wells were producing 14 million cubic feet (MMCF) per month when they were shut-in in 2002. One of the wells could be recompleted at 6,000 feet, and another could be put on pump to flow gas up the backside. In addition, there is a 4 foot gas sand on water at 1,712 feet indicated by well logs and a gas core that has not been previously produced. A formation test of this sand had immediate pressure of 465 psi.

A successful completion of this sand could have potential of 2 BCF proved undeveloped reserves (PUD) of natural gas.  There is an intact pipeline available to transport gas to onshore facilities. Compression facilities could be installed to further recover gas. The wells are located on Padre Island and are accessible by road.

The optioned property contains three previously producing gas wells and the delivery infrastructure to transport the gas to onshore facilities. Victory Energy will have a 100 percent working interest and 75 percent net revenue interest in this project.

Robert Miranda, Victory Energy’s Chairman and interim CEO, stated, “As part of our due diligence on the site, we will thoroughly evaluate these wells and the pipeline infrastructure to determine their viability. During the option period, we will also explore for additional drilling opportunities.

“This addition to our company’s portfolio of assets marks a new beginning for Victory Energy. The area around South Padre Island is well-known for its natural gas reserves and should offer our company the potential for increasing our output. Our hope for this site, and our reason for acquiring this option, is that it will produce enough natural gas to complement our revenue stream from our already-producing Adams-Baggett gas wells located in Ozona, Texas.”

About Victory Energy Corporation

Victory Energy Corporation is engaged in the exploration, acquisition, development, and exploitation of oil and gas properties. The company's current producing assets are located in the state of Texas.

Victory Energy seeks to identify proven development prospects, conduct thorough geological and engineering evaluations and then target suitable farm-in partners for long term development of additional prospects.

For more information, please visit our website www.victoryenergyoilandgas.com

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

There are forward-looking statements contained in this news release.  They use such words as “intend,” “will,” “may,” “expect,” “believe,” “plan,” or other similar terminology.  These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results to be materially different than those expressed or implied in such statements.  These factors include, but are not limited to: risks associated with the implementation of the Company’s strategic growth plan; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customer base or acts of war or terrorism; availabil ity and cost of materials and labor; demand for natural gas; cost and availability of capital; competition; the Company’s overall marketing, operational and financial performance; economic and political conditions; the continued service of the Company’s executive officer; adverse developments in and increased or unforeseen legal costs related to the Company’s litigation; the success of the Company’s strategic partnerships and joint venture relationships; the Company’s ability to pay certain debts; adoption of new, or changes in, accounting policies and practices; adverse court rulings; results of other litigation in which the company is involved; and other factors discussed from time to time in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission.  Forward-looking information is provided by Victory Energy Corporation pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 a nd should be evaluated in the context of these factors.  In addition, the Company disclaims any intent or obligation to update these forward-looking statements.

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