WASHINGTION, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

                                               Commission File No. _____________
|X| Form 10-K  | | Form 20-F  | | Form 11-K  | | Form 10-Q  | |  Form N-SAR

For the period ended: December 31, 2002

| |  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:

Read attached Instruction Sheet 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 related to a portion of the filing checked above, identify
the item(s) to which notification relates:


     Full name of Registrant:                    Victor Industries, Incorporated
     Former name if Applicable:
     Address of Principal Executive Office
    (Street and Number):                         4810 North Wornath Road
     City, State and Zip Code:                   Missoula, Montana 59804


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 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
     Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
     filed on or before the 15th calendar day following the prescribed due
     date; or the subject quarterly report or transition report on Form 10-Q,
     10-QSB, 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 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-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.

     The December 31, 2002 year end audit could not be completed without
unreasonable effort or expense.

                                                (Attach extra sheets if needed.)


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

        Mark L. Baum                  858                523-1112
           (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?
                                                           |X| Yes   | |  No
If the answer is no, identify report(s)

 (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

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, Incorporated
                   Name of Registrant as Specified in Charter

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: March 26, 2003                 By:  /s/ Mark L. Baum
                                              Mark L. Baum
                                          Chairman and CEO

INSTRUCTION: 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.


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