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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended September 30, 2007



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------

For the transition period from  to

Commission File Number 001-33419



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Victory Acquisition Corp.

(Exact Name of Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-8218483                          
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

970 West Broadway, PMB 402, Jackson, Wyoming 83001

(Address of Principal Executive Office)

(307) 633-2831

(Issuers Telephone Number, Including Area Code)



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Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one).

Large
accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈

As of November 13, 2007, 40,500,000 shares
of common stock, par value $.0001 per share, were issued and outstanding.



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##### Table of Contents

Victory Acquisition Corp.

(a development stage enterprise)

Table of Contents



|                                                                                                                                                               |  |     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                               |  | Page
|Part I: Financial Information:                                                                                                                                 |  |     
|                                                                                                                                                               | 
|Item 1  Financial Statements:                                                                                                                                 |  | 3   
|                                                                                                                                                               | 
|Condensed Balance Sheet as of September 30, 2007 (Unaudited)                                                                                                   |  | 3   
|                                                                                                                                                               | 
|Condensed Statements of Operations for the Three Months Ended September 30, 2007 and the Period January 12, 2007 (inception) to September 30, 2007 (Unaudited) |  | 4   
|                                                                                                                                                               | 
|Condensed Statement of Stockholders Equity for the Period January 12, 2007 (inception) to September 30, 2007 (Unaudited)                                      |  | 5   
|                                                                                                                                                               | 
|Condensed Statements of Cash Flows for the Period January 12, 2007 (inception) to September 30, 2007 (Unaudited)                                               |  | 6   
|                                                                                                                                                               | 
|Notes to Unaudited Condensed Financial Statements                                                                                                              |  | 7   
|                                                                                                                                                               | 
|Item 2  Managements Discussion and Analysis of Financial Condition And Results of Operations                                                                 |  | 13  
|                                                                                                                                                               | 
|Item 4  Controls and Procedures                                                                                                                               |  | 14  
|                                                                                                                                                               | 
|Part II. Other Information:                                                                                                                                    |  |     
|                                                                                                                                                               | 
|Item 2  Unregistered Sales of Equity Securities and Use of Proceeds                                                                                           |  | 16  
|                                                                                                                                                               | 
|Item 6  Exhibits                                                                                                                                              |  | 16  
|                                                                                                                                                               | 
|Signatures                                                                                                                                                     |  | 17  
|                                                                                                                                                               | 
|Certifications                                                                                                                                                 |  |     



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##### Table of Contents

Part I: Financial Information

Item 1  Financial Statements (Unaudited)

Victory Acquisition Corp.

(a development stage enterprise)

Condensed Balance Sheet

---

|                                                                                                                                                       |  |                               |            
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------- | -----------
|                                                                                                                                                       |  | September 30,2007 (unaudited)
|Assets                                                                                                                                                 |  |                               |            
|Current assets:                                                                                                                                        |  |                               |            
|Cash and cash equivalents                                                                                                                              |  | $                             | 897,292    
|Cash held in trust fund, restricted                                                                                                                    |  |                               | 322,508,080
|Cash held in trust fund, interest and dividends available for working capital                                                                          |  |                               | 2,000,000  
|Accrued interest and dividends and other current assets                                                                                                |  |                               | 1,031,442  
|                                                                                                                                                       |  |                               |            
|Total current assets                                                                                                                                   |  | $                             | 326,436,814
|                                                                                                                                                       |  |                               |            
|Total assets                                                                                                                                           |  | $                             | 326,436,814
|                                                                                                                                                       |  |                               |            
|                                                                                                                                                       | 
|Liabilities and Stockholders Equity                                                                                                                   |  |                               |            
|Current liabilities:                                                                                                                                   |  |                               |            
|Accrued expenses                                                                                                                                       |  | $                             | 327,457    
|                                                                                                                                                       |  |                               |            
|Common stock, subject to possible conversion, 6,599,999 shares at conversion value                                                                     |  | $                             | 64,696,215 
|                                                                                                                                                       |  |                               |            
|Commitment and Contingencies                                                                                                                           |  |                               |            
|Stockholders equity                                                                                                                                   |  |                               |            
|Preferred stock, $.0001 par value, authorized 1,000,000 shares; none issued                                                                            |  |                               |           
|Common stock, $.0001 par value, authorized 85,000,000 shares, issued and outstanding 40,500,000 shares (less 6,599,999 subject to possible
conversion) |  |                               | 3,390      
|Additional paid-in capital                                                                                                                             |  |                               | 256,934,716
|Earnings accumulated during development stage                                                                                                          |  |                               | 4,475,036  
|                                                                                                                                                       |  |                               |            
|Total stockholders equity                                                                                                                             |  |                               | 261,413,142
|                                                                                                                                                       |  |                               |            
|Total Liabilities and Stockholders Equity                                                                                                             |  | $                             | 326,436,814
|                                                                                                                                                       |  |                               |            

The accompanying notes are an integral part of these condensed financial statements (unaudited).



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##### Table of Contents

Victory Acquisition Corp.

(a development stage enterprise)

Condensed Statements of Operations

(unaudited)

For the Three Months Ended September 30, 2007,

And the Period January 12, 2007 (inception) to September 30, 2007

---

|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|------------------------------------------------------------------------------- |  | --------------------------------------------- | ---------- | - | ----------------------------------------------------------------- | - | ---------- | -
|                                                                                |  | For the Three months ended September 30, 2007 |            |   | For the period January 12, 2007 (inception) to September 30, 2007 |  
|Operating Expenses                                                              |  |                                               |            |   |                                                                   |   |            |  
|General, selling and administrative expenses                                    |  | $                                             | 248,802    |   |                                                                   | $ | 355,780    |  
|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|Total Operating Expenses                                                        |  |                                               | (248,802   | ) |                                                                   |   | (355,780   | )
|Dividend and interest income                                                    |  |                                               | 2,893,328  |   |                                                                   |   | 4,830,816  |  
|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|Net income                                                                      |  |                                               | 2,644,526  |   |                                                                   | $ | 4,475,036  |  
|Accretion of Trust Fund relating to common stock subject to possible conversion |  |                                               | (364,225   | ) |                                                                   |   | (364,225   | )
|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|Net Income attributable to other stockholders                                   |  | $                                             | 2,280,301  |   |                                                                   | $ | 4,110,811  |  
|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|Weighted average shares outstanding  basic and diluted (1)                     |  |                                               | 33,900,001 |   |                                                                   |   | 23,017,558 |  
|                                                                                |  |                                               |            |   |                                                                   |   |            |  
|Basic and diluted income per share (1)                                          |  | $                                             | .07        |   |                                                                   | $ | .18        |  
|                                                                                |  |                                               |            |   |                                                                   |   |            |  

---

|(1) | Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.2 shares of common stock for each outstanding share of common stock on April 24,
2007 (Note 7).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed financial statements (unaudited).



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Victory Acquisition Corp.

(a development stage enterprise)

Condensed Statement of Stockholders Equity

(unaudited)

For the Period January 12, 2007 (inception) to September 30, 2007

---

|                                                                                                                                                        |  |                  |  |        |       |   |                            |   |             |                                             |  |                          |           |  |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  | ------ | ----- | - | -------------------------- | - | ----------- | ------------------------------------------- |  | ------------------------ | --------- |  | - | ----------- | -
|                                                                                                                                                        |  |                  |  |        |       |   | Additional Paid-in capital |   |             | Earnings accumulated duringdevelopmentstage |  | Totalstockholdersequity |          
|                                                                                                                                                        |  | Common Stock (1) |  |        |       |  
|                                                                                                                                                        |  | Shares           |  | Amount |       |   |                            |  
|Balance, January 12, 2007 (inception)                                                                                                                   |  |                 |  |        |      |   |                            |   |            |                                             |  |                          |          |  |   |            |  
|Issuance of stock to initial stockholders                                                                                                               |  | 7,500,000        |  |        | 750   |   |                            |   | 24,250      |                                             |  |                          |           |  |   | 25,000      |  
|Sale of 33,000,000 units, net of underwriters discount and offering expenses of $13,390,679 (includes 6,599,999 shares subject to
possible conversion) |  | 33,000,000       |  |        | 3,300 |   |                            |   | 316,606,021 |                                             |  |                          |          |  |   | 316,609,321 |  
|Proceeds subject to possible conversion of 6,599,999 shares                                                                                             |  |                 |  |        | (660  | ) |                            |   | (64,331,330 | )                                           |  |                          |          |  |   | (64,331,990 | )
|Proceeds from issuance of sponsors warrants                                                                                                            |  |                 |  |        |      |   |                            |   | 5,000,000   |                                             |  |                          |          |  |   | 5,000,000   |  
|Accretion of Trust Fund relating to common stock subject to possible conversion                                                                         |  |                 |  |        |      |   |                            |   | (364,225    | )                                           |  |                          |          |  |   | (364,225    | )
|Net income from January 12, 2007 (inception) through September 30, 2007                                                                                 |  |                 |  |        |      |   |                            |   |            |                                             |  |                          | 4,475,036 |  |   | 4,475,036   |  
|                                                                                                                                                        |  |                  |  |        |       |   |                            |   |             |                                             |  |                          |           |  |   |             |  
|Balance, September 30, 2007                                                                                                                             |  | 40,500,000       |  | $      | 3,390 |   |                            | $ | 256,934,716 |                                             |  | $                        | 4,475,036 |  | $ | 261,413,142 |  
|                                                                                                                                                        |  |                  |  |        |       |   |                            |   |             |                                             |  |                          |           |  |   |             |  

---

|(1) | Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.2 shares of common stock for each outstanding share of common stock on April 24,
2007 (Note 7).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these condensed financial statements (unaudited).



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Victory Acquisition Corp.

(a development stage enterprise)

Condensed Statements of Cash Flows

(unaudited)

For the Period January 12, 2007 (inception) to September 30, 2007

---

|                                                        |  |                                                                   |              |  
|------------------------------------------------------- |  | ----------------------------------------------------------------- | ------------ | -
|                                                        |  | For the period January 12, 2007 (inception) to September 30, 2007 |             
|Cash Flows from Operating Activities                    |  |                                                                   |              |  
|Net income                                              |  | $                                                                 | 4,475,036    |  
|Changes in operating assets and liabilities:            |  |                                                                   |              |  
|Accrued interest and dividends and other current assets |  |                                                                   | (1,031,442   | )
|Accrued expenses                                        |  |                                                                   | 252,457      |  
|                                                        |  |                                                                   |              |  
|Net cash provided by operating activities               |  |                                                                   | 3,696,051    |  
|                                                        |  |                                                                   |              |  
|Cash Flows from Investing Activities                    |  |                                                                   |              |  
|Cash held in Trust Fund                                 |  |                                                                   | (322,508,080 | )
|Cash held in Trust  working capital                    |  |                                                                   | (2,000,000   | )
|                                                        |  |                                                                   |              |  
|Net cash (used in) investing activities                 |  |                                                                   | (324,508,080 | )
|                                                        |  |                                                                   |              |  
|Cash Flows from Financing Activities                    |  |                                                                   |              |  
|Proceeds from issuance of stock to initial stockholders |  |                                                                   | 25,000       |  
|Proceeds from notes payable, stockholders               |  |                                                                   | 175,000      |  
|Repayments of notes payable, stockholders               |  |                                                                   | (175,000     | )
|Gross proceeds from issuance of sponsors warrants      |  |                                                                   | 5,000,000    |  
|Gross proceeds from initial public offering             |  |                                                                   | 300,000,000  |  
|Gross proceeds from over-allotment options              |  |                                                                   | 30,000,000   |  
|Payment of offering costs                               |  |                                                                   | (13,315,679  | )
|                                                        |  |                                                                   |              |  
|Net cash provided by financing activities               |  |                                                                   | 321,709,321  |  
|                                                        |  |                                                                   |              |  
|Net increase in cash                                    |  |                                                                   | 897,292      |  
|Cash at beginning of the period                         |  |                                                                   |             |  
|                                                        |  |                                                                   |              |  
|Cash at end of the period                               |  |                                                                   | 897,292      |  
|                                                        |  |                                                                   |              |  
|Supplemental Disclosure of Non-cash Transaction:        |  |                                                                   |              |  
|Accrual of Offering Costs:                              |  |                                                                   |              |  
|Offering Costs:                                         |  | $                                                                 | 75,000       |  
|Accrued Offering Costs                                  |  |                                                                   | (75,000      | )
|                                                        |  |                                                                   |              |  
|Total                                                   |  | $                                                                 |             |  
|                                                        |  |                                                                   |              |  

The accompanying notes are an integral part of these condensed financial statements (unaudited).



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VICTORY ACQUISITION CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD JANUARY 12, 2007 (INCEPTION) THROUGH SEPTEMBER 30, 2007



|   |  |                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | ----------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | Interim Financial Information |  | Victory Acquisition Corp.s (the Company) unaudited condensed interim financial statements as of September 30, 2007 and for the period January 12, 2007 (inception)
through September 30, 2007, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly,
they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period presented are not necessarily indicative of the results to be expected for any other interim period or for the full year.
|   |  |                              
|   |  |                               |  | These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended April 30, 2007
included in the Companys Form 8-K filed on May 1, 2007. The accounting policies used in preparing these unaudited condensed financial statements are consistent with those described in the April 30, 2007 audited financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                              
|   |  |                               |  | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |  |                              
|   |  |                               |  | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those
estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                              
|   |  |                               |  | New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |  |                              
|   |  |                               |  | Effective January 12, 2007, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income
Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109,
Accounting for Income Taxes, and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be
recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and
transition.               



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|   |  |                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | ------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                      |  | The Company has identified its federal tax return and its state tax return in Wyoming as major tax jurisdiction, as defined. Based on the Companys evaluation, it has been
concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. Since the Company was incorporated on January 12, 2007 the evaluation was performed for upcoming 2007 tax year.
The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. In addition, the Company did not record a
cumulative effect adjustment related to the adoption of FIN 48.                                                                                                                                                                                                                          
|   |  |                                     
|   |  |                                      |  | The Companys policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties
or interest as of or during the period from January 12, 2007 (inception) through September 30, 2007. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. Management is currently unaware
of any issues under review that could result in significant payments, accruals or material deviations from its position. The adoption of the provisions of FIN 48 did not have a material impact on the Companys financial position, results of
operations and cash flows.                                                                                                                                                                                                                                                
|   |  |                                     
|   |  |                                      |  | Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited interim
condensed financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |  |                                     
|2. |  | Organization and Business Operations |  | The Company was incorporated in Delaware on January 12, 2007 as a blank check company whose objective is to acquire an operating business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  |                                     
|   |  |                                      |  | On January 31, 2007, the Companys name was changed from Endeavor II Acquisition Corp. to Victory Acquisition Corp.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |  |                                     
|   |  |                                      |  | All activity from January 12, 2007 (inception) through April 30, 2007 relates to the Companys formation and the public offering described below. Since May 1, 2007, the Company has been
searching for a target business to acquire. The Company has selected December 31 as its fiscal year end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                                     
|   |  |                                      |  | The registration statement for the Companys initial public offering (Offering) was declared effective April 24, 2007. The Company consummated the Offering on April 30, 2007 and
received net proceeds of $316,609,321 and $5,000,000 from the sale of sponsor warrants on a private placement basis (see Note 4). The Companys management has broad discretion with respect to the specific application of the net proceeds of this
Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully affect a
Business Combination. An amount of $321,660,000 (or approximately $9.75 per share) of the net proceeds of this offering and the sale of the sponsor warrants (see Note 4) is being held in a trust account (Trust Account) and is invested in
United States government



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| |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | securities within the meaning of Section 2(a) (16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under
rule 2a-7 promulgated under the Investment Company Act of 1940 until the earlier of (i) the consummation of its initial Business Combination or (ii) liquidation of the Company. As of September 30, 2007, the balance in the Trust Account was
$324,508,080, which includes $2,000,000 of funds to be transferred to the operating account. The $2,000,000 has been classified on the September 30, 2007 unaudited balance sheet as cash held in trust fund, available for working capital. The
placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with
the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements.
| |  | 
| |  |  |  | The Companys officers have agreed that they will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target
businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations. The remaining
net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Except with respect to interest and dividends income
that may be released to the Company of (i) up to $3,000,000 to fund expenses related to investigating and selecting a target business and our other working capital requirements and (ii) any additional amounts needed to pay income or other tax
obligations, the proceeds held in trust will not be released from the Trust Account until the earlier of the completion of a Business Combination or our liquidation.
| |  | 
| |  |  |  | The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or
more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Companys stockholders prior to the Offering,
including all of the officers and directors of the Company (Initial Stockholders), have agreed to vote their 7,500,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of
the Company (Public Stockholders) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.                                                                                                                                                                                                                                                    
| |  | 
| |  |  |  | With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert their shares. The
per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



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|   |  |                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ---------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                              |  | Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 20% (less one share) of the aggregate number of shares owned by all Public Stockholders may seek
conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a
portion of the net proceeds from the offering (20% (less one share value) of the amount held in the Trust Account) amounting to $64,696,215 has been classified as common stock subject to possible conversion in the accompanying September 30,
2007 unaudited condensed balance sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                             
|   |  |                              |  | The Companys Certificate of Incorporation was amended on April 24, 2007 to provide that the Company will continue in existence only until 24 months from the effective date of the
registration statement relating to the offering (effective date) or April 24, 2009. If the Company has not completed a Business Combination by such date, its corporate existence will cease except for the purposes of liquidating and winding up
its affairs. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per Unit in the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |  |                             
|   |  |                              |  | Earnings Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  |                             
|   |  |                              |  | The Company follows the provisions of Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share. In accordance with SFAS No. 128, earnings per common
share amounts (Basic EPS) were computed by dividing earnings by the weighted average number of common shares outstanding for the period. Common shares subject to possible conversion of 6,599,999 have been excluded from the calculation of
basic earnings per share since such shares, if redeemed, only participate in their pro rata shares of the trust earnings. Earnings per common share amounts, assuming dilution (Diluted EPS), gives effect to dilutive options, warrants, and
other potential common stock outstanding during the period. SFAS No. 128 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. The effect of the 38,000,000 outstanding Warrants issued in connection
with the Public Offering and the Private Placement described in Note 4 has not been considered in the diluted earnings per share calculation since the Warrants are contingent upon the occurrence of future events, and therefore, is not includable in
the calculation of diluted earnings per share in accordance with SFAS 128.
|   |  |                             
|   |  |                              |  | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |  |                             
|   |  |                              |  | Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when
necessary to reduce deferred tax assets to the amount expected to be realized. Management did not record the impact of deferred income taxes as they are deemed immaterial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |  |                             
|3. |  | Commitment and Contingencies |  | The Company had an agreement with an affiliate of one of the Companys executive officers for various office and administrative services. This agreement, commencing on April 24, 2007, the
effective date of the Offering, was terminated by the Company as of July 1, 2007. The Company subsequently paid rent expense from July 1, 2007 to September 30, 2007 as needed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



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|   |  |                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | ----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                         |  | During the three months ended September 30, 2007 and from January 12, 2007 (inception) to September 30, 2007 the Company incurred rent expense of $9,790 and $16,290 respectively.
As of November 1, 2007 the Company will lease office space for the benefit of their consultants from an unaffiliated party at the cost of $2,500 per month.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                        
|4. |  | Initial Public Offering |  | On April 30, 2007, the Company sold 33,000,000 Units, including 3,000,000 units from the exercise of the underwriters over-allotment option, at an Offering price of $10.00 per Unit. Each
Unit consists of one share of the Companys common stock, $.0001 par value, and one Redeemable Common Stock Purchase Warrant (Warrant). Each Warrant will entitle the holder to purchase from the Company one share of common stock at
an exercise price of $7.50 commencing the later of the completion of a Business Combination or July 24, 2008 and expiring April 23, 2011. The Company may redeem the Warrants, at a price of $0.01 per Warrant upon 30 days notice after the
Warrants become exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which the notice of
redemption is given. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering
the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a
registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be
required to settle the warrant exercise, whether by net cash settlement or otherwise. Consequently, the Warrants may expire unexercised and unredeemed and an investor in the Offering may effectively pay the full Unit price solely for the shares of
common stock included in the units (since the Warrants may expire worthless).
|   |  |                        
|   |  |                         |  | The Company has an agreement with the underwriters in the Offering (the Underwriting Agreement). The agreement requires the Company to pay 3.8% of the gross proceeds as an
underwriting discount plus an additional 3.2% of the gross proceeds only upon consummation of a business combination for a total of 7%. The Company paid an underwriting discount of 3.8% ($12,540,000) and the remaining portion of the underwriters
discount of 3.2% (10,560,000) of the gross proceeds was put into the Trust Account. The Company will not pay any discount related to the warrants sold in the private placement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |  |                        
|   |  |                         |  | On April 30, 2007, pursuant to Subscription Agreements, dated January 30, 2007, certain of the Initial Stockholders purchased from the Company, in the aggregate, 5,000,000 warrants for
$5,000,000 (the Sponsors Warrants). All of the proceeds the Company received from these purchases were placed in the Trust Account. The Sponsors Warrants are identical to the Warrants underlying the Units in the Offering except
that if the Company calls the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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|   |  |                             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- |  | --------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                             |  | Warrants for redemption, the Sponsors Warrants will not be redeemable by the Company so long as they are still held by the original purchasers or their affiliates. The purchasers of the
Sponsors Warrants have agreed that the Sponsors Warrants will not be sold or transferred by them until after the Company has completed a business combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  |                            
|   |  |                             |  | The Initial Stockholders have waived their rights to receive distributions with respect to their founding shares upon the Companys liquidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |  |                            
|   |  |                             |  | The Initial Stockholders and holders of the Sponsors Warrants (or underlying securities) are entitled to registration rights with respect to their founding shares or Sponsors
Warrants (or underlying securities), as the case may be, pursuant to an agreement dated April 24, 2007. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing nine
months after the consummation of a Business Combination. The holders of the Sponsors Warrants (or underlying securities) are entitled to demand that the Company register such securities at any time after the Company consummates a Business
Combination. In addition, the Initial Stockholders and holders of the Sponsors Warrants (or underlying securities) have certain piggy-back registration rights on registration statements filed after the Companys consummation
of a Business Combination.
|   |  |                            
|5. |  | Notes Payable, Stockholders |  | On January 12, 2007, the Company issued two $87,500 (a total of $175,000) unsecured promissory notes to two Initial Stockholders, who are also officers and directors of the Company. The notes
were non-interest bearing and became payable upon the consummation of the Offering. These notes were fully repaid on April 30, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |  |                            
|6. |  | Preferred Stock             |  | The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of
Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |  |                            
|   |  |                             |  | The agreement with the underwriters prohibits the Company, prior to a Business Combination, from issuing preferred stock which participates in the proceeds of the Trust Account or which votes as
a class with the Common stock on a Business Combination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |  |                            
|7. |  | Common Stock                |  | Effective April 24, 2007, the Companys Board of Directors authorized a stock dividend of 0.2 shares of common stock for each outstanding share of common stock. On April 24, 2007, the
Companys Board of Directors authorized an amendment to the Companys Certificate of Incorporation to increase the authorized shares of common stock from 75,000,000 shares of common stock to 85,000,000 shares of common
stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following discussion should be read in conjunction with our Unaudited Interim Condensed Financial Statements and footnotes thereto contained in this report.

Forward Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including,
without limitation, statements under Managements Discussion and Analysis or Plan of Operation regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking
statements. When used in this Form 10-Q, words such as anticipate, believe, estimate, expect, intend and similar expressions, as they relate to us or our management, identify forward
looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the
forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified
in their entirety by this paragraph.

Overview

We were formed on January 12, 2007, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in any industry other than the franchising,
financial services or healthcare industries. We intend to utilize cash derived from the proceeds of our recently completed public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business
combination.

Results of Operations

For the three months ended September 30, 2007, we had a net income of $2,644,526 consisting of $2,893,328 of dividend and interest income offset by $248,802 of general, selling and administrative expenses.

For the period from January 12, 2007 (inception) to September 30, 2007, we had a net income of $4,475,036 consisting of $4,830,816 of dividend
and interest income offset by $355,780 of general, selling and administrative expenses.

Financial Condition and Liquidity

We consummated our initial public offering of 33,000,000 units, including 3,000,000 units subject to the underwriters over-allotment option, on
April 30, 2007. Gross proceeds from our initial public offering were $330,000,000. We paid a total of $12,540,000 in underwriting discounts and commissions and $850,680 for other costs and expenses related to the offering and the over-allotment
option. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds, including $5,000,000 from the sale of the Sponsors Warrants, to us from the offering were $321,609,321, of which $321,660,000
was deposited into the trust account. We intend to use substantially all of the net proceeds of this offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and
structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net
proceeds not



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expended will be used to finance the operations of the target business. We believe we will have sufficient available funds outside of the trust fund to
operate through April 24, 2009, assuming that a business combination is not consummated during that time.

We do not believe we will
need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are
required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.

We had an agreement with an affiliate of one of our executive officers for various office and administrative services. The agreement, commencing on April
24, 2007, the effective date of the Offering, was terminated by us as of July 1, 2007. We subsequently paid rent expense from July 1, 2007 to September 30, 2007 as needed. During the three months ended September 30, 2007 and from
January 12, 2007 (inception) to September 30, 2007 the Company incurred rent expense of $9,790 and $16,290 respectively. As of November 1, 2007 the Company pays $2,500 per month for the rental of office space. In addition, in January
2007, Jonathan J. Ledecky and Eric J. Watson, our chairman of the board and treasurer, advanced an aggregate of $175,000 to us for payment on our behalf of offering expenses. These loans were repaid following our initial public offering from the
proceeds of the offering.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed
or submitted under the Exchange Act is accumulated and communicated to management, including our president and treasurer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our president and treasurer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of September 30, 2007. Based upon their evaluation, they concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our president and treasurer and effected by our
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted
accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles (United States), and that our receipts and
expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on our financial statements.



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During the most recently completed fiscal quarter, there has been no change in our internal control over
financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II

OTHER INFORMATION

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 30, 2007, we closed our
initial public offering of 33,000,000 units, including 3,000,000 units subject to the underwriters over-allotment option, with each unit consisting of one share of our common stock and one warrant, each to purchase one share of our common
stock at an exercise price of $7.50 per share. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $330,000,000. Citigroup Global
Markets Inc. acted as the sole bookrunning manager and Ladenburg Thalmann & Co. Inc. and Broadband Capital Management LLC acted as co-managers of the initial public offering. The securities sold in the offering were registered under the
Securities Act of 1933 on a registration statement on Form S-1 (No. 333-140359). The Securities and Exchange Commission declared the registration statement effective on April 24, 2007.

We paid a total of $12,540,000 in underwriting discounts and commissions and $850,680 for other costs and expenses related to the offering and the
over-allotment option.

We also consummated the simultaneous private sale of 5,000,000 warrants at a price of $1.00 per warrant, generating
total proceeds of approximately $5,000,000. The warrants were purchased by Eric J. Watson and Jonathan J. Ledecky. The warrants are identical to the warrants included in the units sold in the initial public offering except that if we call the
warrants for redemption, these private warrants will not be redeemable by us so long as they are held by the purchasers or their affiliates. The purchasers of the warrants have agreed that the warrants will not be transferred, assigned or sold by
them until after we have completed a business combination.

After deducting the underwriting discounts and commissions and the offering
expenses, the total net proceeds to us from the offering were $321,609,321, of which $321,660,000 was deposited into the trust account.

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q.

ITEM 6: EXHIBITS



| | (a) | Exhibits:
| | --- | ---------



|     |  |                                                     
|---- |  | ----------------------------------------------------
|31.1 |  | Section 302 Certification by President              
|     | 
|31.2 |  | Section 302 Certification by Treasurer              
|     | 
|32   |  | Section 906 Certification by President and Treasurer



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|                         |  |                                                                                 
|------------------------ |  | --------------------------------------------------------------------------------
|                         |  | VICTORY ACQUISITION CORP.                                                       
|                         | 
|Dated: November 13, 2007 |  | /s/ Jonathan J. Ledecky                                                         
|                         |  | Jonathan J. Ledecky                                                             
|                         |  | President (Principal Executive Officer), Secretary
and Director                 
|                         | 
|                         |  | /s/ Eric J. Watson                                                              
|                         |  | Eric J. Watson                                                                  
|                         |  | Chairman of the Board and Treasurer (Principal
Financial and Accounting Officer)



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