FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Washington,~~x QUARTERLY ~~D.C.~~REPORT PURSUANT ~~20549~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[X]~~For ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~August 1331, ~~OR 15(d) OF THE~~2010

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2010

~~[ ]~~o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-53067

Victory Park Acquisition Corp. I(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware		75-3260547
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

c/o Victory Park Capital Advisors, LLC, 227 W. Monroe Street, Suite 3900, Chicago, IL 60606 (Address of principal executive offices)

(~~Address~~312) of701-0785 (Registrant’s ~~principal~~telephone ~~executive~~number, ~~offices~~including area code)

No change (~~312)~~Former ~~701-0785~~name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (~~Registrant’s~~1) ~~telephone~~has ~~number,~~filed ~~including~~all ~~area~~reports ~~code~~required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No ~~change~~o

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [o ] Accelerated filer [o ] Non-accelerated filer [o ] Smaller reporting company ~~[X].~~x (Do not check if a smaller reporting company) .

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

~~THE~~ Indicate by ~~PRECEDING~~check ~~FIVE~~mark ~~YEARS:~~whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 shares of common stock, par value $.0001 per share, outstanding as of ~~July~~October 1420, 2010.

VICTORY PARK ACQUISITION CORP. I A DEVELOPMENT STAGE COMPANY

A DEVELOPMENT STAGE COMPANY

- INDEX -

	~~Page~~	Page
PART I – FINANCIAL INFORMATION:
Item 1. Financial Statements
Item 1.	Financial Statements	1
Balance Sheets as of May 31, 2010 (unaudited) and November 30, 2009	1
	Balance Sheets as of August 31, 2010 (unaudited) and November 30, 2009	2
Statements of Operations for the three and six months ended May 31, 2010 and 2009 (unaudited) and for the Cumulative Period from Inception (October 31, 2007) through May 31, 2010 (unaudited)	2
	Statements of Operations for the three and nine months ended August 31, 2010 and 2009 (unaudited) and for the Cumulative Period from Inception (October 31, 2007) through August 31, 2010 (unaudited)	3
Statement of Stockholder’s Equity for the Cumulative Period from Inception (October 31, 2007) through May 31, 2010 (unaudited)	3
	Statement of Stockholder’s Equity for the Cumulative Period from Inception (October 31, 2007) through August 31, 2010 (unaudited)	4
Statements of Cash Flows for the six months ended May 31, 2010 and 2009 (unaudited) and for the Cumulative Period from Inception (October 31, 2007) through May 31, 2010 (unaudited)	4
	Statements of Cash Flows for the nine months ended August 31, 2010 and 2009 (unaudited) and for the Cumulative Period from Inception (October 31, 2007) through August 31, 2010 (unaudited)	5
~~Notes to Financial Statements (unaudited)~~	5Notes to Financial Statements (unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4. Controls and Procedures	13
Item 4.	Controls and Procedures	13
PART II – OTHER INFORMATION:
Item 1. Legal Proceedings	13
Item 1.	Legal Proceedings	13
Item 1A. Risk Factors	13
Item 1A.	Risk Factors	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 3.	Defaults Upon Senior Securities	13
Item 4. Removed and Reserved	14
Item 4.	Removed and Reserved	13
Item 5. Other Information	14
Item 5.	Other Information	13
Item 6. Exhibits	14
Item 6.	Exhibits	14
Signatures	15	15

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended ~~May~~August 31, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the period ended November 30, 2009.

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company
BALANCE SHEETS
	May 31,			November 30,
	2010			2009
	(unaudited)
ASSETS
CURRENT ASSETS:
Prepaid Expenses	$	7,750		$	-
TOTAL ASSETS	$	7,750		$	-
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)
TOTAL LIABILITIES		-			-
STOCKHOLDER’S EQUITY (DEFICIENCY):
Preferred stock, $.0001 par value; 10,000,000
shares authorized; none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000
shares authorized; 5,000,000 shares issued and outstanding as of November 30, 2009		500			500
Additional paid-in capital		104,341			82,697
Deficit accumulated during the development stage		(97,091	)		(83,197	)
TOTAL STOCKHOLDER’S EQUITY (DEFICIENCY)		7,750			-
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)	$	7,750		$	-

See Notes to Financial Statements.

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company
STATEMENTS OF OPERATIONS
(unaudited)
													For the
													Cumulative
													Period
													from Inception
													(October 31, 2007)
	For the Three Months ended						For the Six Months ended						through
	May 31,			May 31,			May 31,			May 31,			May 31,
	2010			2009			2010			2009			2010
REVENUE	$	-		$	-		$	-		$	-		$	-
General and administrative expenses		7,394			5,913			13,894			14,627			97,091
NET (LOSS)	$	(7,394	)	$	(5,913	)	$	(13,894	)	$	(14,627	)	$	(97,091	)
BASIC AND DILUTED NET (LOSS) PER SHARE	$	-		$	-		$	-		$	-		$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		5,000,000			5,000,000			5,000,000			5,000,000			5,000,000

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company

BALANCE SHEETS


	August 31, 2010			November 30, 2009
	(unaudited)
ASSETS

CURRENT ASSETS:
Prepaid Expenses	$	5,875		$	-
TOTAL ASSETS	$	5,875		$	-

LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	-		$	-

TOTAL LIABILITIES		-			-

STOCKHOLDER’S EQUITY (DEFICIENCY):
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding as of November 30, 2009		500			500
Additional paid-in capital		112,729			82,697
Deficit accumulated during the development stage		(107,354	)		(83,197	)

TOTAL STOCKHOLDER’S EQUITY (DEFICIENCY)		5,875			-

TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIENCY)	$	5,875		$	-

See Notes to Financial Statements.

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company
STATEMENTS OF STOCKHOLDER’S EQUITY
									(Deficit)
									Accumulated
							Additional		During the
	Preferred Stock			Common Stock			Paid-in		Development			Stockholder’s
	Shares	Amount		Shares	Amount		Capital		Stage			Equity
BALANCE AT INCEPTION (OCTOBER 31, 2007)	-	$	-	-	$	-	$	-	$	-		$	-
Issuance of common stock	-		-	5,000,000		500		12,000		-			12,500
Net (loss)	-		-	-		-		-		(13,078	)		(13,078	)
BALANCE AT NOVEMBER 30, 2007	-		-	5,000,000		500		12,000		(13,078	)		(578	)
Proceeds from capital contribution	-		-	-		-		37,238		-			37,238
Net (loss)	-		-	-		-		-		(37,410	)		(37,410	)
BALANCE AT NOVEMBER 30, 2008	-		-	5,000,000		500		49,238		(50,488	)		(750	)
Proceeds from capital contribution	-		-	-		-		33,459		-			33,459
Net (loss)	-		-	-		-		-		(32,709	)		(32,709	)
BALANCE AT NOVEMBER 30, 2009	-		-	5,000,000		500		82,697		(83,197	)		-
Net (loss)	-		-	-		-		-		(6,500	)		(6,500	)
BALANCE AT FEBRUARY 28, 2010 (UNAUDITED)	-		-	5,000,000		500		82,697		(89,697	)		(6,500	)
Proceeds from capital contribution	-		-	-		-		21,644		-			21,644
Net (loss)	-		-	-		-		-		(7,394	)		(7,394	)
BALANCE AT MAY 31, 2010 (UNAUDITED)	-	$	-	5,000,000	$	500	$	104,341	$	(97,091	)	$	7,750

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company

STATEMENTS OF OPERATIONS
(unaudited)


										For the Cumulative Period from inception (October 31, 2007) through August 31, 2010
		For the Three Months ended				For the Nine Months ended
		August 31, 2010		August 31, 2009		August 31, 2010		August 31, 2009

REVENUE	$	-	$	-	$	-	$		$	-

General and administrative expenses		10,263		5,154		24,157		19,781		107,354

NET (LOSS)	$	(10,263)	$	(5,154)	$	(24,157)	$	(19,781)	$	(107,354)

BASIC AND DILUTED NET (LOSS) PER SHARE	$	-	$	-	$	-	$	-	$	(0.02)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING		5,000,000		5,000,000		5,000,000		5,000,000		5,000,000

See Notes to Financial Statements.

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company
STATEMENTS OF CASH FLOWS
(unaudited)
							For the
							Cumulative
							Period from
							Inception
							(October 31,
	For the Six Months ended						2007) through
	May 31,			May 31,			May 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,894	)	$	(14,627	)	$	(97,091	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Increase in prepaid expenses		(7,750	)		-			(7,750	)
Net cash used in operating activities		(21,644	)		(14,627	)		(104,841	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		-			-			12,500
Proceeds from capital contribution		21,644			14,627			92,341
Net cash provided by financing activities		21,644			14,627			104,841
NET INCREASE IN CASH AND CASH EQUIVALENTS		-			-			-
Cash and cash equivalents at beginning of period		-			-			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-		$	-		$	-

VICTORY PARK ACQUISITION CORP. I
A Development Stage Company

STATEMENTS OF STOCKHOLDER’S EQUITY


								Additional Paid-in Capital		(Deficit) Accumulated During the Development Stage		Stockholder’s Equity
	Preferred Stock			Common Stock
	Shares		Amount	Shares		Amount
BALANCE AT INCEPTION (OCTOBER 31, 2007)	-	$	-	-	$	-	$	-	$	-	$	-
Issuance of common stock	-		-	5,000,000		500		12,000		-		12,500
Net (loss)	-		-	-		-		-		(13,708)		(13,708)
BALANCE AT NOVEMBER 30, 2007	-		-	5,000,000		500		12,000		(13,708)		(578)
Proceeds from capital contribution	-		-	-		-		37,238		-		37,238
Net (loss)	-		-	-		-		-		(37,410)		(37,410)
BALANCE AT NOVEMBER 30, 2008	-		-	5,000,000		500		49,238		(50,488)		(750)
Proceeds from capital contribution	-		-	-		-		33,459		-		33,459
Net (loss)	-		-	-		-		-		(32,709)		(32,709)
BALANCE AT NOVEMBER 30, 2009	-		-	5,000,000		500		82,697		(83,197)		-
Net (loss)	-		-	-		-		-		(6,500)		(6,500)
BALANCE AT FEBRUARY 28, 2010 (UNAUDITED)	-		-	5,000,000		500		82,967		(89,697)		(6,500)
Proceeds from capital contribution	-		-	-		-		21,644		-		21,644
Net (loss)	-		-	-		-		-		(7,394)		(7,394)
BALANCE AT MAY 31, 2010 (UNAUDITED)	-		-	5,000,000		500		104,341		(97,091)		7,750
Proceeds from capital contribution	-		-	-		-		8,388		-		8,388
Net (loss)	-		-	-		-		-		(10,263)		(10,263)
BALANCE AT AUGUST 31, 2010 (UNAUDITED)	-	$	-	5,000,000	$	500	$	112,729	$	(107,354)	$	5,875

See Notes to Financial Statements.

~~Victory~~VICTORY ~~Park~~PARK ~~Acquisition~~ACQUISITION ~~Corp~~CORP. I A Development Stage Company STATEMENTS OF CASH FLOWS (unaudited)

A Development Stage Company


						For the Cumulative Period from Inception (October 31, 2007) through August 31, 2010

		For the Nine Months ended
		August 31, 2010		August 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(24,157)	$	(19,781)	$	(107,354)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Increase in prepaid expenses		(5,875)		-		(5,875)
Increase in accounts payable and accrued expenses		-		2,250		-
Net cash used in operating activities		(30,032)		(17,531)		(113,229)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock		-		-		12,500
Proceeds from capital contribution		30,032		17,531		100,729
Net cash provided by financing activities		30,032		17,531		113,229

NET INCREASE IN CASH AND CASH EQUIVALENTS		-		-		-

Cash and cash equivalents at beginning of period		-		-		-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	-	$	-	$	-

~~1. Organization~~See ~~And~~Notes ~~Summary~~to Financial ~~Of Significant Accounting Policies~~Statements.


	Victory Park Acquisition Corp. I
	A Development Stage Company
	NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Business

Victory Park Acquisition Corp. I (the “Company”) was incorporated in the state of Delaware on October 31, 2007 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding, share issuances and regulatory compliance.

The Company evaluated subsequent events for recognition or disclosure through the date the financial statements were issued.

Basis of Presentation/Going Concern

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $97107,~~091~~354, ~~and~~ used cash from operations of $~~104~~113,~~841~~229 since its inception, and $5,875 working capital at August 31, 2010. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target Company and enter into a possible reverse merger with such Company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the entity’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Victory Park Acquisition Corp. I

A Development Stage Company

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse.

	May 31,			November 30,
	2010			2009
Deferred tax assets:
Net Operating loss carry forwards	$	24,337		$	19,200
Gross deferred tax asset		24,337			19,200
Less: Valuation allowance		(24,337	)		(19,200	)
Gross deferred tax asset	$	-		$	-

AsVictory ofPark ~~May~~Acquisition ~~31,~~Corp. ~~2010,~~I ~~the~~A ~~valuation~~Development ~~allowance~~Stage ~~increased~~Company byNOTES ~~approximately~~TO ~~$5,000~~FINANCIAL ~~from the year ended November 30, 2009.~~STATEMENTS


		August 31,		November 30,
		2010		2009
Deferred tax assets:
Net Operating loss carry forwards	$	28,519	$	19,200

Gross deferred tax asset		28,519		19,200

Less: Valuation allowance		(28,519)		(19,200)

Gross deferred tax asset	$	-	$	-

As of August 31, 2010, the valuation allowance increased by approximately $9,300 from the year ended November 30, 2009.

In assessing realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Based upon the level of historical losses and projections of future taxable income over the periods in which the deferred tax assets are deductible, a full valuation allowance has been provided as management believes that it is more likely than not, based upon available evidence, that the deferred tax assets will not be realized.

As of ~~May~~August 31, 2010, the Company has federal net operating loss carry forwards of approximately $97107,000. The federal net operating loss carry forwards will begin to expire in 2027. The Company’s ability to utilize net operating loss carry forwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future.

Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for this reporting period.

Victory Park Acquisition Corp. I

A Development Stage Company

Fair Value of Financial Instruments

The carrying value of assets and liabilities approximates fair value due to the short period of time to maturity.

2. ~~Capital~~ CAPITAL ~~Stock~~STOCK

The total number of shares of capital stock which the Company shall have authority to issue is one hundred ten million (110,000,000). These shares shall be divided into two classes with 100,000,000 shares designated as common stock at $.0001 par value (the “Common Stock”) and 10,000,000 shares designated as preferred stock at $.0001 par value (the “Preferred Stock”). The Preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.


	Victory Park Acquisition Corp. I
	A Development Stage Company
	NOTES TO FINANCIAL STATEMENTS

Holders of shares of Common stock shall be entitled to cast one vote for each share held at all stockholder’s meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

On October 31, 2007, the Company issued 5,000,000 shares of Common stock to Victory Park Master Fund Ltd. at a purchase price of $.0025 per share, for an aggregate purchase price of $12,500.

On February 29, 2008, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $15,578. No additional shares of common stock were issued.

On May 31, 2008, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $12,902. No additional shares of common stock were issued.

7On August 31, 2008, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $4,758. No additional shares of common stock were issued.

On November 30, 2008, Victory Park ~~Acquisition~~Credit ~~Corp~~Opportunities Master Fund, Ltd. Imade an additional capital contribution into the Company aggregating $4,000. No additional shares of common stock were issued.

AOn ~~Development~~February ~~Stage~~28, 2009, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $1,964. No additional shares of common stock were issued.

On ~~August~~May 31, ~~2008~~2009, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $412,~~758~~663. No additional shares of common stock were issued.

On ~~November~~August 3031, ~~2008~~2009, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $42,~~000~~904. No additional shares of common stock were issued.

On ~~February~~November 2830, 2009, Victory Park Credit Opportunities Master Fund, Ltd. made an additional capital contribution into the Company aggregating $115,~~964~~928. No additional shares of common stock were issued.

On May 31, 2009, Victory Park Master Fund, Ltd. made an additional capital contribution into the Company aggregating $12,663. No additional shares of common stock were issued.

On August 31, 2009, Victory Park Master Fund, Ltd. made an additional capital contribution into the Company aggregating $2,904. No additional shares of common stock were issued.

On November 30, 2009, Victory Park Master Fund, Ltd. made an additional capital contribution into the Company aggregating $15,928. No additional shares of common stock were issued.

On May 31, 2010, Victory Park Master Fund, Ltd. made an additional capital contribution into the Company aggregating $21,644. No additional shares of common stock were issued.

On August 31, 2010, Victory Park Master Fund, Ltd. made an additional capital contribution into the Company aggregating $8,388. No additional shares of common stock were issued.

The Company does not have a bank account. All the expenses incurred by the Company are paid by Victory Park Master Fund Ltd. and these payments have been treated as capital contributions.

3. ~~Recent~~ RECENT ~~Accounting~~ACCOUNTING ~~Pronouncements~~PRONOUNCEMENTS

In February 2010, the FASB revised the authoritative guidance related to subsequent events. The Company is required to evaluate subsequent events through the date the financial statements are issued. The Company is not required to disclose the date through which subsequent events have been evaluated. This guidance was effective upon issuance for the Company for the period ended ~~May~~August 31, 2010. Since this guidance is not intended to significantly change the current practice of reporting subsequent events, it did not have an impact on the Company’s results of operations, cash flows or financial position.

Victory Park Acquisition Corp. I A Development Stage Company NOTES TO FINANCIAL STATEMENTS

AManagement ~~Development~~does ~~Stage~~not ~~Company~~believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

~~Management~~4. INTERIM ~~does~~FINANCIAL ~~not believe that any other recently issued accounting pronouncements would have a material effect on the accompanying financial statements.~~STATEMENTS

4The interim financial information as of August 31, 2010 and for the three and nine month periods ended August 31, 2010 and 2009 and the cumulative period from October 31, 2007 (Inception) to August 31, 2010 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). ~~Interim~~ Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation. The interim financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the company’s annual Report on form 10-K for the fiscal year ended November 30, 2009, previously filed with the SEC.

~~The~~In ~~interim~~the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial ~~information~~position as of ~~May~~August 31, 2010 and results of operations for the three and ~~six~~nine ~~months~~month periods ended ~~May~~August 31, 2010 and 2009 and the cumulative period from October 31, 2007 (Inception) to ~~May~~August 31, 2010 ~~have~~and ~~been~~cash ~~prepared~~flows ~~without~~for ~~audit,~~the ~~pursuant~~nine tomonth ~~the~~periods ~~rules~~ended ~~and~~August ~~regulations~~31, of2010 ~~the~~and ~~Securities~~2009 and ~~Exchange Commission (~~the ~~“SEC”).~~cumulative ~~Certain~~period ~~information~~from ~~and~~October ~~footnote~~31, ~~disclosures~~2007 ~~normally~~(Inception) ~~included~~to inAugust ~~financial~~31, ~~statements~~2010 ~~prepared~~as inapplicable, ~~accordance with generally accepted accounting principles~~ have been ~~condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures~~ made ~~are adequate to provide for fair presentation~~. The interim ~~financial~~results ~~information~~of ~~should~~operations beare ~~read~~not innecessarily ~~conjunction~~indicative ~~with~~of the ~~Financial~~operating ~~Statements~~results ~~and the notes thereto, included in the company’s annual Report on form 10-K~~ for the full fiscal year ~~ended~~or ~~November~~any ~~30,~~future ~~2009, previously filed with the SEC~~periods.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of May 31, 2010 and results of operations for the three and six month periods ended and May 31, 2010 and 2009 and the cumulative period from October 31, 2007 (Inception) to May 31, 2010 and cash flows for the six month periods ended May 31, 2010 and 2009 and the cumulative period from October 31, 2007 (Inception) to May 31, 2010 as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

~~Forward~~Item ~~Looking~~2. ~~Statement~~Management’s ~~Notice~~Discussion and Analysis of Financial Condition and Results of Operations.

~~Certain~~Forward ~~statements~~Looking ~~made~~Statement in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Victory Park Acquisition Corp. I (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.Notice

~~Description~~Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of ~~Business~~the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Victory Park Acquisition Corp. I (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

~~The~~Description ~~Company was incorporated in the state~~ of ~~Delaware~~Business on October 31, 2007 and maintains its principal executive office at c/o Victory Park Capital Advisors, LLC, 227 W. Monroe Street, Suite 3900, Chicago, IL 60606. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a Registration Statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on February 1, 2008, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.

The Company, ~~based~~was onincorporated ~~proposed~~in ~~business~~the ~~activities,~~state isof aDelaware ~~“blank~~on ~~check”~~October ~~company.~~31, ~~The~~2007 ~~SEC~~(Inception) ~~defines~~and ~~those~~maintains ~~companies~~its asprincipal ~~"any~~executive ~~development~~office ~~stage~~at ~~company~~c/o ~~that~~Victory isPark ~~issuing~~Capital aAdvisors, ~~penny stock~~LLC, ~~within~~227 ~~the~~W. ~~meaning~~Monroe ofStreet, ~~Section~~Suite ~~3(a)(51)~~3900, ofChicago, ~~the~~IL ~~Securities~~60606. Since ~~Exchange Act of 1934~~inception, ~~as amended (~~the ~~“Exchange~~Company ~~Act”), and that~~ has nobeen ~~specific~~engaged ~~business~~in ~~plan~~organizational orefforts ~~purpose,~~and orobtaining ~~has~~initial ~~indicated~~financing. The ~~that~~Company ~~its~~was ~~business~~formed ~~plan~~as isa vehicle to ~~merge~~pursue ~~with~~a anbusiness ~~unidentified~~combination ~~company~~through ~~or companies." Many states have enacted statutes, rules and regulations limiting~~ the ~~sale~~acquisition of, ~~securities~~or ofmerger ~~"blank~~with, ~~check"~~an ~~companies~~operating ~~in their respective jurisdictions~~business. The Company isfiled ~~also~~ a ~~“shell~~Registration ~~company,”~~Statement ~~defined~~on inForm ~~Rule 12b~~10-2SB ~~under~~with the ~~Exchange~~U.S. ~~Act~~Securities asand aExchange ~~company~~Commission ~~with no or nominal assets~~ (~~other~~the ~~than cash~~“SEC”) ~~and~~on noFebruary or1, ~~nominal~~2008, ~~operations.~~and ~~Management~~since ~~does~~its ~~not~~effectiveness, ~~intend~~the toCompany ~~undertake~~has ~~any~~focused its efforts to ~~cause~~identify a ~~market~~possible ~~to develop in our securities, either debt or equity, until we have successfully concluded a~~ business combination. ~~The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.~~

The Company, ~~was~~based ~~organized~~on proposed business activities, is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a ~~vehicle~~penny tostock, ~~investigate~~within ~~and~~the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, ifas ~~such~~amended ~~investigation~~(the ~~warrants~~“Exchange Act”), ~~acquire~~and athat ~~target~~has ~~company~~no specific business plan or purpose, or has indicated that its business ~~seeking~~plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the ~~perceived~~sale ~~advantages~~of securities of ~~being~~"blank acheck" ~~publicly~~companies ~~held~~in ~~corporation~~their respective jurisdictions. The Company’s ~~principal~~is ~~business~~also ~~objective~~a ~~for~~“shell company,” defined in Rule 12b-2 under the ~~next~~Exchange 12Act ~~months~~as a company with no or nominal assets (other than cash) and ~~beyond~~no ~~such~~or ~~time~~nominal ~~will~~operations. beManagement does not intend to ~~achieve~~undertake ~~long-term~~any ~~growth~~efforts ~~potential~~to ~~through~~cause a ~~combination~~market ~~with~~to andevelop ~~operating~~in our securities, either debt or equity, until we have successfully concluded a business combination. The Company ~~will~~intends ~~not~~to ~~restrict~~comply ~~its~~with ~~potential~~the ~~candidate~~periodic ~~target~~reporting ~~companies~~requirements toof ~~any~~the ~~specific~~Exchange ~~business,~~Act ~~industry~~for orso ~~geographical~~long ~~location~~as ~~and,~~we ~~thus,~~are ~~may~~subject ~~acquire~~to ~~any~~those ~~type of business~~requirements.

10The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target ~~Company~~company and enter into a possible reverse merger with such ~~Company~~company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.10

~~Since~~The ~~our~~Company ~~Registration~~may ~~Statement~~consider onacquiring ~~Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding~~ a business ~~combination~~which ~~with~~has ~~us.~~recently ~~Any~~commenced ~~target~~operations, ~~business that~~ is ~~selected may be~~ a ~~financially~~developing ~~unstable~~ company ~~or an entity~~ in ~~its~~need ~~early stages~~ of ~~development~~additional orfunds ~~growth,~~for ~~including~~expansion ~~entities~~into ~~without~~new ~~established~~products ~~records of sales~~ or ~~earnings. In that event~~markets, weis ~~will~~seeking ~~be subject~~ to ~~numerous~~develop ~~risks~~a ~~inherent~~new inproduct ~~the business and operations of financially unstable and early stage~~ or ~~potential emerging growth companies. In addition~~service, weor ~~may~~is ~~effect~~an aestablished business ~~combination~~which ~~with~~may anbe ~~entity~~experiencing infinancial anor ~~industry~~operating ~~characterized~~difficulties byand ais ~~high~~in ~~level~~need of ~~risk,~~additional ~~and,~~capital. ~~although~~In ~~our management will endeavor to evaluate~~ the ~~risks~~alternative, ~~inherent in~~ a ~~particular target~~ business, ~~there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business~~ combination, ~~due~~may ~~primarily~~involve ~~to our limited financing and~~ the ~~dilution~~acquisition of, ~~interest~~or ~~for~~merger ~~present and prospective stockholders~~with, ~~which is likely to occur as~~ a ~~result~~company ofwhich ~~our~~does ~~management’s~~not ~~plan~~need tosubstantial ~~offer~~additional acapital ~~controlling~~but ~~interest~~which todesires ~~a target business in order~~ to ~~achieve~~establish a ~~tax-free~~public ~~reorganization.~~trading ~~This~~market ~~lack~~for ofits ~~diversification~~shares ~~should~~while beavoiding, ~~considered~~among aother ~~substantial~~things, ~~risk~~the intime ~~investing~~delays, insignificant usexpense, ~~because~~and itloss ~~will~~of ~~not~~voting ~~permit~~control uswhich tomay ~~offset~~occur ~~potential~~in ~~losses~~a ~~from~~public ~~one venture against gains from another~~offering.

~~The~~Since ~~Company~~our ~~anticipates~~Registration ~~that~~Statement ~~the~~on ~~selection~~Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination ~~will~~with beus. ~~complex~~Any ~~and~~target ~~extremely~~business ~~risky.~~that ~~Because~~is ofselected ~~general~~may ~~economic~~be ~~conditions,~~a ~~rapid~~financially ~~technological~~unstable ~~advances~~company ~~being~~or ~~made~~an entity in ~~some~~its ~~industries~~early ~~and~~stages ~~shortages~~ of ~~available~~development ~~capital~~or growth, ~~our~~including ~~management~~entities ~~believes~~without ~~that~~established ~~there~~records ~~are~~of ~~numerous~~sales ~~firms~~or ~~seeking~~earnings. ~~even~~In ~~the~~that ~~limited~~event, ~~additional~~we ~~capital~~will ~~which~~be wesubject ~~will~~to ~~have~~numerous ~~and/or~~risks inherent in the ~~perceived~~business ~~benefits~~and operations of ~~becoming~~financially aunstable ~~publicly~~and ~~traded~~early ~~corporation.~~stage ~~Such~~or ~~perceived~~potential ~~benefits~~emerging ofgrowth ~~becoming~~companies. aIn ~~publicly~~addition, ~~traded~~we ~~corporation~~may ~~include,~~effect ~~among~~a ~~other~~business ~~things,~~combination ~~facilitating~~with oran ~~improving~~entity ~~the~~in ~~terms~~an onindustry ~~which~~characterized ~~additional~~by ~~equity~~a ~~financing~~high ~~may~~level beof ~~obtained~~risk, ~~providing~~and, ~~liquidity~~although ~~for~~our ~~the~~management ~~principals~~will ofendeavor ~~and~~to ~~investors~~evaluate the risks inherent in a particular target business, ~~creating~~there acan ~~means~~be ~~for~~no ~~providing~~assurance ~~incentive~~that ~~stock~~we ~~options~~will properly ascertain or ~~similar~~assess ~~benefits~~all significant risks. Our management anticipates that it will likely be able to ~~key~~effect ~~employees~~only one business combination, due primarily to our limited financing and ~~offering~~the ~~greater~~dilution ~~flexibility~~of ininterest ~~structuring~~for ~~acquisitions~~present and prospective stockholders, ~~joint~~which ~~ventures~~is ~~and~~likely ~~the~~to ~~like~~occur ~~through~~as ~~the~~a ~~issuance~~result of ~~stock.~~our ~~Potentially~~management’s ~~available~~plan ~~business~~to ~~combinations~~offer ~~may~~a ~~occur~~controlling interest to a target business in ~~many~~order ~~different~~to ~~industries~~achieve ~~and~~a attax-free ~~various~~reorganization. ~~stages~~This lack of ~~development,~~diversification ~~all~~should ofbe ~~which~~considered ~~will~~a ~~make~~substantial ~~the~~risk ~~task~~in ofinvesting ~~comparative~~in ~~investigation~~us, ~~and~~because ~~analysis~~it ofwill ~~such~~not ~~business~~permit ~~opportunities~~us ~~extremely~~to ~~difficult~~offset ~~and~~potential ~~complex~~losses from one venture against gains from another.

11The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Liquidity and Capital Resources

As of ~~May~~August 31, 2010, the Company had $75,~~750~~875 in current assets comprised of prepaid expenses. This compares with no assets as of November 30, 2009. The Company had no liabilities as of ~~May~~August 31, 2010 and November 30, 2009. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the ~~six~~nine months ended ~~May~~August 31, 2010 and ~~May~~August 31, 2009 and for the cumulative period from October 31, 2007 (inception) through ~~May~~August 31, 2010:

		For the Six Months Ended May 31, 2010				For the Six Months Ended May 31, 2009			For the Cumulative Period from October 31 ,2007 (Inception) through May 31, 2010
		For the Nine Months Ended August 31, 2010		For the Nine Months Ended August 31, 2009		For the Cumulative Period from October 31 ,2007 (Inception) through August 31, 2010
Net cash used in operating activities	$	$(30,032)	~~(21,644~~$	(17,531)	$	$(113,229)	~~(14,627~~	)	$	~~(104,841~~	)
Net cash in investing activities		-	-	-		-	-			-
Net cash provided by financing activities		30,032	~~21,644~~	17,531		113,229	~~14,627~~			~~104,841~~
Net effect on cash	$	$-	-$	-	$	$-	-		$	-

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.11

~~Results~~The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of ~~Operations~~capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

~~The~~Results Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from October 31, 2007 (Inception) to May 31, 2010. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of ~~which~~Operations there can be no assurance. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

~~For~~The ~~the~~Company ~~three~~has ~~and~~not ~~six~~conducted ~~months~~any ~~ended~~active ~~May~~operations ~~31,~~since ~~2010~~inception, ~~the~~except ~~Company~~for ~~had~~its aefforts ~~net~~to ~~loss~~locate ofsuitable ~~$7,394~~acquisition ~~and~~candidates. No ~~$13,894~~revenue ~~respectively,~~has ~~due~~been togenerated ~~legal,~~by ~~accounting,~~the ~~audit~~Company ~~and~~from ~~other~~October ~~professional~~31, ~~service~~2007 ~~fees~~(Inception) ~~incurred~~to inAugust ~~relation~~31, to2010. It is unlikely the ~~preparation~~Company ~~and~~will ~~filing~~have ofany ~~the~~revenues ~~Company’s~~unless ~~periodic~~it ~~reports. This~~is ~~compares~~able to aeffect ~~net~~an ~~loss~~acquisition ofor ~~$5,913~~merger ~~and~~with ~~$14~~an operating company,~~627,~~ ~~respectively~~of ~~for~~which ~~the~~there ~~three~~can ~~and~~be ~~six~~no ~~months~~assurance. These ~~ended~~circumstances ~~May~~raise ~~31,~~substantial ~~2009~~doubt ~~due~~about tothe ~~legal,~~Company’s ~~accounting,~~ability ~~audit~~to ~~and~~continue ~~other~~as ~~professional~~a ~~service~~going ~~fees~~concern. The ~~incurred~~Company’s inplan ~~relation~~of tooperation for the ~~preparation~~next ~~and~~twelve ~~filing~~months ofshall ~~the~~be ~~Company’s~~to ~~periodic~~continue ~~reports~~its efforts to locate suitable acquisition candidates.

For the ~~cumulative~~three ~~period~~and ~~from~~nine ~~October~~months ~~31,~~ended ~~2007~~August ~~(inception) through May~~ 31, 2010, the Company had a net loss of $9710,~~091~~263 and $24,157, respectively, due to legal, accounting, audit and other professional service fees incurred in relation to the ~~formation~~preparation and filing of the Company,’s ~~the~~periodic ~~filing~~reports. This compares to a net loss of $5,154 and $19,781, respectively for the ~~Company’s~~three ~~Registration~~and ~~Statement~~nine onmonths ~~Form~~ended ~~10-SB~~August in31, ~~February~~2009 ofdue ~~2008~~to legal, accounting, audit and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports.

~~Off~~For the cumulative period from October 31, 2007 (Inception) through August 31, 2010, the Company had a net loss of $107,354 due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10-~~Balance~~SB ~~Sheet~~in ~~Arrangements~~February of 2008 and the filing of the Company’s periodic reports.

~~The Company does not have any off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements~~Arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

12The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~Item 4. Controls and Procedures.~~12

~~Evaluation~~Item of4. ~~Disclosure~~ Controls and Procedures.

WeEvaluation ~~maintain~~of ~~disclosure~~Disclosure ~~controls~~Controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.Procedures

AsWe ofmaintain ~~May~~disclosure ~~31,~~controls ~~2010,~~and weprocedures ~~carried~~that ~~out~~are andesigned ~~evaluation,~~to ~~under~~ensure ~~the~~that ~~supervision~~information ~~and~~required ~~with~~to ~~the~~be ~~participation~~disclosed ofin our ~~principal~~reports ~~executive~~filed ~~officer~~pursuant ~~and~~to ~~our~~the ~~principal~~Exchange ~~financial~~Act ~~officer~~is ofrecorded, processed, summarized and reported within the ~~effectiveness~~time ofperiods specified in the ~~design~~SEC’s rules, regulations and ~~operation~~related offorms, ~~our~~and ~~disclosure~~that ~~controls~~such ~~and~~information ~~procedures.~~is ~~Based~~accumulated onand ~~this~~communicated ~~evaluation,~~to our principal executive officer and ~~our~~ principal financial officer, ~~concluded that our disclosure controls and procedures were effective~~ as ofappropriate, ~~the~~to ~~end~~allow oftimely ~~the~~decisions ~~period~~regarding ~~covered~~required ~~by this report~~disclosure.

~~Changes~~As inof ~~Internal~~August ~~Controls~~31, 2010, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

~~There~~Changes ~~have been no changes~~ in ~~our~~Internal ~~internal controls over financial reporting during the quarter ended May 31, 2010 that have materially affected or are reasonably likely to materially affect our internal controls.~~Controls

~~PART~~There IIhave —been ~~OTHER~~no ~~INFORMATION~~changes in our internal controls over financial reporting during the quarter ended August 31, 2010 that have materially affected or are reasonably likely to materially affect our internal controls.

~~Item~~PART ~~1. Legal~~II ~~Proceedings.~~— OTHER INFORMATION

ToItem ~~the~~1. ~~best~~Legal knowledge of our sole officer and director, there are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against itProceedings.

~~Item~~To ~~1A. Risk~~the ~~Factors~~best knowledge of our sole officer and director, there are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

~~As a “smaller reporting company” as defined by~~ Item 101A. ofRisk ~~Regulation S-K, the Company is not required to provide information required by this Item~~Factors.

~~Item~~As ~~2. Unregistered~~a ~~Sales~~“smaller ofreporting ~~Equity~~company” ~~Securities~~as ~~and~~defined ~~Use~~by Item 10 of ~~Proceeds~~Regulation S-K, the Company is not required to provide information required by this Item.

~~None~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Item 3~~None. ~~Defaults Upon Senior Securities.~~

~~None~~Item 3. Defaults Upon Senior Securities.

13None.

Item 4. Removed and Reserved.

Item 5. Other Information.

None.

~~Item 6. Exhibits.~~13

~~(a) Exhibits required by~~ Item ~~601~~6. ~~of Regulation S-K~~Exhibits.

~~Exhibit~~(a) Exhibits Norequired by Item 601 of Regulation S-K. ~~Description~~

*3.1 Certificate of Incorporation, as filed with the Delaware Secretary of State on October 31, 2007.


Exhibit No.	Description

*3.1	Certificate of Incorporation, as filed with the Delaware Secretary of State on October 31, 2007.

*3.2	By-Laws.

31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010.

31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010.

32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*	Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 1, 2008 and incorporated herein by this reference.

*3.2 By-Laws.14

31.1 Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2010.SIGNATURES

~~31.2~~Pursuant ~~Certification~~to of the ~~Company’s~~requirements ~~Principal~~of ~~Financial~~the ~~Officer~~Securities ~~pursuant~~Exchange toAct ~~Section 302~~ of 1934, the ~~Sarbanes-Oxley~~registrant ~~Act~~has ofduly ~~2002,~~caused ~~with~~this ~~respect~~report to ~~the~~be ~~registrant’s~~signed ~~Quarterly Report~~ on ~~Form~~its ~~10-Q~~behalf ~~for~~by the ~~quarter~~undersigned ~~ended~~thereunto ~~May~~duly ~~31, 2010~~authorized.

~~32.1~~Dated: ~~Certification~~October ~~of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350~~20, ~~as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.~~2010

~~32.2~~VICTORY ~~Certification~~PARK ofACQUISITION ~~the Company’s Principal Financial Officer pursuant to 18 U~~CORP.~~S.C.~~ ~~Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.~~I

*By: ~~Filed as an exhibit to the Company’~~/s/ ~~Registration~~Brendan ~~Statement on Form 10-SB, as filed with the Securities and Exchange Commission on February 1, 2008 and incorporated herein by this reference.~~Carroll

14Brendan Carroll

~~SIGNATURES~~President, Secretary, and Director

~~Pursuant~~Principal toExecutive ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Officer

Dated: July 14, 2010	VICTORY PARK ACQUISITION CORP. I
	By:	/s/ Brendan Carroll
		Brendan Carroll
		President, Secretary, and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer

Principal Financial Officer

15Principal Accounting Officer

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