Securities Exchange Act of 1934
Rule 12h-3

October 15, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if, after the filing of a Form 15 making appropriate claims pursuant to Rule 12h-3 under the Securities Exchange Act of 1934, Victory Renewable Fuels stops filing periodic and current reports under the Exchange Act that are due on or after the date of the Form 15.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only with respect to Rule 12h-3 and does not express any legal conclusion on the question presented or any other matters.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/victory101507-12h3.htm