SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934*
Victory
Acquisition Corp.
(Name of
Issuer)
Common
Stock, 0.0001 par value per share
(Title of
Class of Securities)
92644D100
(Common Stock)
(CUSIP
Number)
December
31, 2008
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
þ
Rule
13d-1(c)
¨
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
CUSIP No. 92644D100
Page 2
of 8
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Azimuth
Opportunity, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ÿ
(b)
X
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,068,500
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,068,500
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,068,500
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
ÿ
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1
%
|
|
12
|
TYPE
OF REPORTING PERSON*
OO (An
international business company organized under the laws of the British
Virgin Islands)
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT
!
CUSIP No. 92644D100
Page 3
of 8
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Commerce
Court Value, Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ÿ
(b)
X
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
307,900
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
307,900
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,900
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
ÿ
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%
|
|
12
|
TYPE
OF REPORTING PERSON*
OO (An
international business company organized under the laws of the British
Virgin Islands)
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT
!
CUSIP No. 92644D100
Page 4
of 8
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Peter
W. Poole
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
ÿ
(b)
X
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,376,400
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,376,400
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,400
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
ÿ
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9
%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN (Individual)
|
*SEE INSTRUCTIONS BEFORE FILLING
OUT
!
CUSIP No. 92644D100
Page 5
of 8
Item
1.
(a) Name
of Issuer:
Victory Acquisition Corp. (the
“Company”)
(b) Address
of Issuer's Principal Executive Offices:
970 West Broadway, PMB
402,
Jackson, Wyoming 83001
Item
2.
(a) Name
of Person Filing:
Azimuth Opportunity, Ltd.
(b) Address
of Principal Business Office or, if none, Residence:
Azimuth
Opportunity, Ltd.
c/o Ogier
Qwomar
Complex, 4
th
Floor
P.O. Box
3170
Road
Town, Tortola
British Virgin Islands
Commerce
Court Value, Ltd.
c/o Ogier
Qwomar
Complex, 4
th
Floor
P.O. Box
3170
Road
Town, Tortola
British Virgin Islands
Peter W. Poole
4
th
Floor,
Rodus Building
Road Reef, PO Box 765
Road Town
Tortola
British Virgin Islands
(c) Citizenship:
British Virgin Islands
(d) Title
of Class of Securities:
Common
Stock, 0.0001 par value per share (“Common Stock”).
(e) CUSIP
Number:
92644D100 (Common Stock)
6USIP No. 92644D100
Page 6
of 8
Item
3. If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether
the person filing is a:
Not applicable.
Item
4. Ownership.
The following is information regarding
the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount
beneficially owned:
2,376,400 shares of Common
Stock
Peter W. Poole is the Director of
Commerce Court Value, Ltd. and Azimuth Opportunity, Ltd and consequently may be
deemed to have shared voting control and investment discretion over securities
owned by Commerce Court Value, Ltd and Azimuth Opportunity, Ltd. The
foregoing should not be construed in and of itself as an admission by Peter W.
Poole as to the beneficial ownership of the shares owned by Commerce Court
Value, Ltd and Azimuth Opportunity, Ltd.
(b) Percent
of class:
5.9 % of the Company's Common Stock,
which percentage was calculated based on a figure of 40,500,000 shares of Common
Stock outstanding as of September 30, 2008, as reported in the Company's Current
Report on Form 10-Q, dated as of November 14, 2008.
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote: 0
(ii) Shared
power to vote or to direct the vote: 2,376,400
(iii) Sole
power to dispose or to direct the disposition of: 0
(iv) Shared
power to dispose or to direct the disposition of: 2,376,400
Item
5. Ownership of
Five Percent or Less of a Class
Not
applicable.
Item
6. Ownership of
More than Five Percent on Behalf of Another Person
Not applicable.
Item
7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
Not applicable.
CUSIP No. 92644D100
Page 7
of 8
Item
8.
Identification and Classification of Members of the Group
Not applicable.
Item
9. Notice of
Dissolution of Group
Not applicable.
Item
10. Certification
Certification pursuant to
§240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 92644D100
Page 8
of 8
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: February
13, 2009
AZIMUTH OPPORTUNITY,
LTD.
By:
/s/ Peter W. Poole
Name: Peter W.
Poole
Title: Director
COMMERCE COURT VALUE,
LTD.
By:
/s/ Peter W. Poole
Name: Peter W.
Poole
Title: Director
PETER W.
POOLE
By:
/s/ Peter W. Poole
Name: Peter W.
Poole
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