UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


(Check One): [X]Form 10-K  [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR

     For Period Ended: December 31, 2001
     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-F
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR

     For the transition Period Ended : _____________________________

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  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.
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If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

 VICTOR INDUSTRIES, INC.
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 Full Name of Registrant:


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 Former Name if Applicable

 4810 NORTH WORNATH ROAD
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 Address of Principal Executive Office (Street and Number)

 MISSOULA, MONTANA 59804
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 City, State and Zip Code


PART II - Rules 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)

         (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, semi-annual report, transition report
                of Form 10-K, Form 20-F,  11-K, 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 of
                transition report on Form 10-Q, 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
                Rule12b-25(c) has been attached if applicable.




PART III - NARRATIVE

State  below in  reasonable  detail the reason  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

Registrant  was  delayed  in  filing  this  report  due to a delay in  receiving
information from the Company's outside accountants.



PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  or  person  to  contact  in  regard  to  this
     notification

            Penny Sperry                   406                   251-8501
     --------------------------         ---------           ------------------
               (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 or 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 filled?  If 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 fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
     [ ] Yes [X] No

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.

                             VICTOR INDUSTRIES, INC.
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                  (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, 2002
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By:    /S/ Penny Sperry
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       Penny Sperry,  President

INSTRUCTIONS:  The form may be signed by an executive  officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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 Intentional  misstatements  or omissions  of fact constitute  Federal  Criminal
 Violations (See 18 U.S.C. 1001).
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