UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 3)

VICTORY ACQUISITION CORP.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

92644D100
(CUSIP Number)

DECEMBER 31, 2008
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      o  Rule 13d-1(b)

      þ  Rule 13d-1(c)

      o  Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).


                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
2
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 1,896,389  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 1,896,389
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,896,389
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 4.7%
12 TYPE OF REPORTING PERSON

 OO

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
3
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Millenco LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 810,440  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 810,440  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 810,440
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 2.0%
12 TYPE OF REPORTING PERSON

  OO, BD

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
4
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Cognizant Holdings, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 315,000  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 315,000  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 315,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%
12 TYPE OF REPORTING PERSON

  CO

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
5
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 315,000  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 315,000  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 315,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%
12 TYPE OF REPORTING PERSON

  PN

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
6
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management GP LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 315,000  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 315,000  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 315,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%
12 TYPE OF REPORTING PERSON

  OO

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
7
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 3,021,829  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 3,021,829  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,021,829
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5%
12 TYPE OF REPORTING PERSON

  OO

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
8
  of   
15

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 3,021,829  
7
 SOLE DISPOSITIVE POWER

 -0-  
8
 SHARED DISPOSITIVE POWER

 3,021,829  
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,021,829
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 7.5%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
 
92644D100

  SCHEDULE 13G

Page  
9
  of   
15
 
Item 1.    
 
(a) Name of Issuer :
 
   
 
  Victory Acquisition Corp., a Delaware corporation (the "Company").
 
   
 
(b) Address of Issuer’s Principal Executive Offices :
 
   
 
 

970 West Broadway, PMB 402
Jackson, Wyoming 83001

     
Item 2.
(a) Name of Person Filing :
 
(b) Address of Principal Business Office :
 
(c) Citizenship :
     
 
  Integrated Core Strategies (US) LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millenco LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Cognizant Holdings, Ltd.
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Cayman Islands
 
   
 
  Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities :
common stock, par value $0.0001 per share
 
  (e) CUSIP Number:
     
    92644D100

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
10
  of   
15

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
                     
CUSIP No.
 
92644D100

  SCHEDULE 13G

Page  
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  of   
15
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), is the beneficial owner of 1,896,389 shares of the Company’s Common Stock, of which 1,300 shares are a constituent part of the Company’s units. Each unit consists of one share of Common Stock and one warrant ("Unit"). Each warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $7.50 ("Warrant"). Each Warrant will become exercisable upon the Company’s completion of a business combination. The Warrants will expire on April 24, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination and therefore, the Warrants are not currently exercisable. In addition to the 1,300 Warrants held as a constituent part of the Company’s Units, Integrated Core Strategies holds an additional 3,982,984 Warrants which are also not currently exercisable.

   Note: No Warrant will be exercisable and the Company will not be obligated to issue shares of Common Stock unless, at the time such holder seeks to exercise such Warrant, the Company has a registration statement under the Securities Act in effect covering the shares of Common Stock issuable upon the exercise of the Warrants and a current prospectus relating to the Common Stock.

   As of the date of this filing, Millenco LLC, a Delaware limited liability company ("Millenco"), is the beneficial owner of 810,440 shares of the Company’s Common Stock.

   Also, as of the date of this filing, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"), is the beneficial owner of 315,000 shares of the Company’s Common Stock.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company ("Millennium International Management GP"), is the general partner of Millennium International Management, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. The foregoing should not be construed in and of itself as an admission by Millennium International Management or Millennium International Management GP as to beneficial ownership of the securities owned by Cognizant Holdings.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the manager of Millenco, and may be deemed to have shared voting control and investment discretion over securities owned by Millenco. Millennium Management is also the general partner of the 100% shareholder of Cognizant Holdings, and may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and of Millennium International Management GP. Consequently, Mr. Englander may be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies, Millenco and/or Cognizant Holdings, as the case may be. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Millenco and/or Cognizant Holdings, as the case may be.

(b) Percent of Class:    

   Millennium Management and Mr. Englander may be deemed to beneficially own 3,021,829 shares of the Company’s Common Stock or 7.5% (see Item 4(a) above), which percentage was calculated based on 40,500,000 shares of Common Stock outstanding as of November 14, 2008, as per the Company’s Form 10-Q dated November 14, 2008.

                     
CUSIP No.
 
92644D100

  SCHEDULE 13G

Page  
12
  of   
15

  (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   3,021,829 (See Item 4(a))

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

   -0-

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

   3,021,829 (See Item 4(a))

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

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

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

    Not applicable.

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

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
13
  of   
15

Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of February 11, 2009, by and among Integrated Core Strategies (US) LLC, Millenco LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.

                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
14
  of   
15
                     
     

SIGNATURE

             

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: February 11, 2009

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENCO LLC

By: /s/Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       as investment manager

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


                     
CUSIP No.
 
92644D100

SCHEDULE 13G

Page  
15
  of   
15
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.0001 per share, of Victory Acquisition Corp., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 11, 2009

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its managing member

By: Millennium Management LLC,
       its general partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENCO LLC

By: /s/Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

 

COGNIZANT HOLDINGS, LTD.

By: Millennium International Management LP,
       as investment manager

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC

By: /s/David Nolan

Name: David Nolan
Title:  Executive Vice President

 

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

 

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander


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