8. STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

8. STOCK BASED COMPENSATION

In May 2013, Victory adopted the 2013 Stock Option Plan (the “Plan”) which is intended to advance the interest of the Company’s shareholders by enhancing the company’s ability to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company.  The maximum aggregate number of shares of Victory’s common stock that may be issued under the Plan is 10,000,000 shares.

As of September 30, 2013, Victory granted an aggregate of 9,300,000 stock options to purchase Victory common stock to directors, officers and certain employees and consultants. The options are exercisable at $0.25 per share for a period of 5 years from the date of grant. Options to purchase 1,800,000  shares vested immediately, options to purchase the additional 7,500,000 shares vest 50% at the end of December 31, 2013 and 50% at the end of December 31, 2014. As of September 30, 2013 there was approximately $292,000 of total unrecognized compensation expense related to the options granted. These costs are expected to be recognized over a period of 15 months. The options were valued using the Black-Sholes option pricing model. In order to calculate the fair value of the options, certain assumptions are made regarding components of the model including the estimated fair value of the underlying common stock, risk-free interest rate, volatility, expected dividend yield and expected option life. Change to the assumptions could cause significant adjustment to the valuation. The options were valued on their grant date at $0.068. per option based on the assumptions used.  Total vested options included in compensation expense for the nine months ended September 30, 2013 and 2012 was approximately $154,124 and $0 respectively.

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life
Outstanding, December 31, 2012		-		-		-
Granted  as of September 30, 2013		9,300,000	$	0.25	57 months
Outstanding September 30, 2013		9,300,000	$	0.25	57 months
Exercisable as of  September 30, 2013		2,100,000	$	0.25	57 months