-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UCHbA8S0fT+Byp9gVjgftR921X+mP6ET0eymPPsZnc/r341PUUIt2FiNndBBo+Xb 50IC6yxvlx+EYxscPdep5Q== 0000922423-09-000356.txt : 20090505 0000922423-09-000356.hdr.sgml : 20090505 20090505164220 ACCESSION NUMBER: 0000922423-09-000356 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090505 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Victory Acquisition Corp CENTRAL INDEX KEY: 0001386787 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 208218483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82949 FILM NUMBER: 09798182 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-683-5350 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Endeavor II Acquisition Corp DATE OF NAME CHANGE: 20070117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Azimuth Opportunity, Ltd. CENTRAL INDEX KEY: 0001356778 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: NEMOURS CHAMBERS #3170 CITY: ROAD TOWN,TORTOLA STATE: D8 ZIP: #3170 BUSINESS PHONE: 284-494-6046 MAIL ADDRESS: STREET 1: JAMES FRETT BUILDING #761 STREET 2: WICKHAMS CAY 1 CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: #761 SC 13G/A 1 kl05006.htm SCHEDULE 13G AMENDMENT NO. 3 kl05006.htm

 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 3)


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)

April 27, 2009
(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
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
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 %
 
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
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
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%
 
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
 
0
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
8
 
SHARED DISPOSITIVE POWER
 
0
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
 
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 %
 
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:

Peter W. Poole

(b)           Address of Principal Business Office or, if none, Residence:

Azimuth Opportunity, Ltd.
c/o Ogier
Qwomar Complex, 4th Floor
P.O. Box 3170
Road Town, Tortola
British Virgin Islands

Commerce Court Value, Ltd.
c/o Ogier
Qwomar Complex, 4th Floor
P.O. Box 3170
Road Town, Tortola
British Virgin Islands

Peter W. Poole
4th 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)
 
 
 
 
 

 
CUSIP 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:

0 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:

0 % 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 December 31, 2008, as reported in the Company's Current Report on Form 10-K, dated as of March 13, 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:  0

(iii)           Sole power to dispose or to direct the disposition of: 0

(iv)           Shared power to dispose or to direct the disposition of: 0

Item 5.                      Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.         Ownership of More than Five Percent on Behalf of Another Person

Not applicable.
 
 
 
 

 
CUSIP No. 92644D100                                                                                         Page 7 of 8


 
Item 7.          Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

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:  May 5, 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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