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

                                  FORM 10-KSB


[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ________

                        Commission file number: 000-27189

                            VICTORIA INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

               Nevada                                      98-0230423
    (State or other jurisdiction of            (IRS Employee Identification No.)
     Incorporation or organization)

                551 Fifth Avenue, Suite 2020, New York, NY 10017.
                    (Address of principal executive offices)

                                 (212) 973-0063
                          (Issuer's telephone number)

The  registrant  (1) has filed all reports required to be filed by Section 13 or
15(d)  of the Securities and 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 if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [ ]

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

Revenues for registrant's most recent fiscal year: $8,411,971

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates  as  of  March  30,  2006  was  $10,211,320

The  number  of shares outstanding of each of the registrant's classes of common
stock,  as  of  the latest practicable date: 10,965,090 Common Stock with $0.001
par  value  outstanding  as  of  March  26,  2006.

Documents  incorporated  by  reference:  None


                                        1
<PAGE>
<TABLE>
<CAPTION>
                            VICTORIA INDUSTRIES, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS

Part I.
<S>       <C>

Item 1.   Description of Business
Item 2.   Description of Properties
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote of Security Holders

Part II.

Item 5.   Market for Common Equity and Related Stockholder Matters
Item 6.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.
Item 7.   Financial Statements and Supplementary Data
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure
Item 8a.  Controls and Procedures

Part III.

Item 9.   Directors and Executive Officers of the Registrant; Compliance with
          section 16a of the Exchanges Act
Item 10.  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial Owners and Management
Item 12.  Certain Relationships and Related Transactions

Part IV.

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
Item 14.  Principal Accountant Fees and Services

Signatures
Exhibits Index
</TABLE>


                                        2
<PAGE>
PART  I.

ITEM  1.   DESCRIPTION  OF  BUSINESS

FORWARD-LOOKING  STATEMENTS

This  annual  report contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements relate
to  future  events  or  our future financial performance. In some cases, you can
identify  forward-looking  statements  by  terminology  such  as  "may", "will",
"should",  "expects",  "plans",  "anticipates",  "believes",  "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or Other
comparable  terminology. These statements are only predictions and involve known
and  unknown  risks, uncertainties and other factors, including the risks in the
section  entitled  "Risk  Factors",  that may cause our or our industry's actual
results,  levels  of  activity,  performance  or  achievements  to be materially
different  from  any  future  results,  levels  of  activity,  performance  or
achievements  expressed  or  implied  by  these  forward-looking  statements.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance  or  achievements.  Except as required by applicable law,
including  the  securities laws of the United States, we do not intend to update
any  of  the  forward-looking  statements  to conform these statements to actual
results.  There  are  many  factors,  which  may  affect  our expectation of our
operations.  These  factors  include  among  other  things:

     -    general  economic  conditions;
     -    the  market  price  of  our  products;
     -    our  ability  to raise additional capital, obtain debt financing,
          or  generate  sufficient  revenues  to  fund  our  operating  and
          development  plan;
     -    political  stability  in  Russia;
     -    changes  in  Russian  law,  currency  regulations,  and  taxation;
     -    our  present  company  structure;
     -    our  accumulated  deficit;
     -    other  factors  discussed  elsewhere  in  the  documents;

As  used  in  this  annual  report,  the  terms "we", "us", "our", "Company" and
"Victoria"  mean Victoria Industries, Inc., "Company" means Victoria Industries,
Inc.  and  its'  consolidated  subsidiaries,  unless  otherwise  indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

The  following  discussion  should  be  read  in  conjunction with our financial
statements and the related notes that appear elsewhere in this quarterly report.
The  following  discussion  contains forward-looking statements that reflect our
plans,  estimates  and  beliefs. Our actual results could differ materially from
those  discussed  in the forward-looking statements. Factors that could cause or
contribute  to such differences include, but are not limited to; those discussed
below  and  elsewhere  in  this  quarterly  report,  particularly in the section
entitled  "Risk  Factors".


                                        3
<PAGE>
COMPANY  OVERVIEW

Victoria Industries, Inc. was incorporated on January 25, 2000 under the laws of
the  State  of  Nevada.

On  September  9,  2003,  the  Company filed a Preliminary Information Statement
pursuant  to  Section  14(c) of the Act reporting on the following actions taken
pursuant  to  the  Nevada  Revised  Statutes  Chapter  78,  without a meeting of
shareholders:

     1.   Amend  the  Company's  Certificate  of  Incorporation  to  change  the
Company's  name  to  "Victoria  Industries,  Inc"

     2.   To  effectuate  a  10-1  reverse  stock  split  for  all the Company's
outstanding  shares,  effective  December  19,  2003

On September 10, 2003, the Company filed a current report on Form 8-K under Item
5,  Other  Events  and  Regulation  FD  Disclosure announcing the formation of a
wholly  owned  subsidiary, Victoria Resources, Inc. in the State of New York for
the  purpose  of  carrying  on  business  in  the  resource  sector.

On  September  19,  2003,  the  Company filed a Definitive Information Statement
pursuant  to  Section  14(c)  of  the  Act in substantially the same form as the
Preliminary  Statement.

Also  in  2003,  the  Company's wholly owned subsidiary Victoria Resources, Inc.
established two Russian operating subsidiaries, Victoria Siberian Wood (Victoria
Sibwood)  and  Victoria Lumber.  Victoria Sibwood was 51% owned by the Company's
100%  subsidiary,  Victoria  Resources,  Inc.  and  49%  owned by a third party,
Tomlespromivest  LLC,  a  Russian  production  entity a Russian lumber producer.
Victoria Lumber is a wholly owned subsidiary of Victoria Resources, Inc. In 2004
the  Company,  due to unresolved disputes with Tomlespromivest LLC, has disposed
of  its'  interest  in Siberian Wood LLC in exchange for a long term note with a
related  party.

In  April  2004  the  Company established a 100% subsidiary in Cyprus to conduct
marketing  and  distribution  of  lumber  to  the  Chinese  market.

The  Company  currently has a staff of ten. As our operations expand we may need
to  recruit  additional  staff.

In  the  year  ended  December  31,  2006 and 2005, the Company recognized gross
consolidated  revenue of $8,411,971 and $5,353,013, respectively, and net income
(loss)  of  $423,425  and  $148,133,  respectively.

The  Company  has identified the following forestry products currently in demand
in the  Chinese and Russian market: a wide variety of round logs in pine, larch,
birch  logs,  ,  timber  construction  materials  such as glued board and  glued
beams,  flooring  and  furniture parts. Also, during the quarter ended March 31,
2007,  unaudited  sales  of  the  Company  amounted  to approximately $2,750,000
according  to  the  management's  estimates.

In  the  absence  of  proprietary  manufacturing, the Company identifies premium
suppliers  of  logs  and  lumber  as  well  as  quality lumber mills to turn the
purchased lumber into products. Prepayments to suppliers and credit to customers
do  not  usually exceed 3 months. While being common in the US, credit terms are
generally  not  available  to  Russian


                                        4
<PAGE>
companies.  As  the  settlement  periods  are generally in line with standard US
practice,  the Company does not accrue imputed interest on outstanding balances.

The  Company plans to use this credit policy together with an attractive pricing
as  a  tool to expand its' market share. However, there is no assurance that the
Company's  strategy  will  provide  us  with a lasting competitive advantage. We
carefully  monitor the status of outstanding loan and trade credit accounts on a
daily  basis.  We  position  ourselves  as  a  distribution  company buying from
manufacturers  and  wholesalers  and  selling  on  credit  to retailers, smaller
wholesalers  and  end-users.

Until we establish ourselves as a reputable supplier of forestry products in the
Russian  market  and  abroad, we will operate in an asset-light mode. This means
that  we will not commit significant capital expenditures using leasing, renting
and contract processing as an alternative wherever possible. At present, we have
no  manufacturing capacities. In addition, we rent warehouse space. As the goods
tend  to  be  shipped  from  remote  locations,  our  representatives are always
available  at  suppliers'  warehouse  to  survey the goods prior to shipment. In
order  to  minimize transportation costs and loading/unloading operations, goods
may  be  shipped  directly  to  our customers on our behalf. As a rule, separate
contracts  are  signed  for  every  shipment.  In  accordance with EITF 99-19 we
recognize  revenues  on  gross  basis.

We  receive  the  title for the purchased goods once a delivery has occurred. We
have  instituted  a  supplier selection and control policy that involves regular
visits  by  our specialists to the supplier's works at least once a quarter.  We
initiate  commercial  relationships with a supplier when we satisfy ourselves as
to  the  consistent  product  quality  and  adequate  procedures  and  controls
maintained  by  each supplier. Additionally, we may study the financial position
of  our  suppliers  by reviewing their statutory financials, bank statements and
certain  general  publicly  available  information. Relationships with suppliers
will  be  developed  gradually  with  a  quarterly  trial  period.

As  we  extend credit to our customers, we apply similar selection procedures to
our  customers  as  we  do  to our suppliers. The goods are surveyed by customer
representatives  at  destination  point.  The  title for the goods passes to the
customer  upon  signing  the  bill  of  acceptance.

VICTORIA RESOURCES, INC. - 100%

In  September  2003,  the Company contributed $1,000 into the establishment of a
wholly-owned  subsidiary,  Victoria Resources, Inc. in the State of New York for
the purpose of pursuing opportunities in the lumber resource sector.

VICTORIA LUMBER, LLC - 100%

In December 2003 the Company's subsidiary, Victoria Resources, Inc., contributed
$300,000  into  the establishment of new 100% owned subsidiary, Victoria Lumber,
LLC,  based  in  Chelyabinsk,  Ural  region  the  Russian  Federation.

Victoria  Lumber  LLC,  was  established  in  order  to  focus  on marketing and
distribution  of  high-value added forestry products such as plywood and sawlog.


                                        5
<PAGE>
COPTENT  TRADING  LTD  -  100%

In  April  2004  the  Company's  subsidiary,  Victoria Resources Inc contributed
$10,095  into  the  establishment  of new 100% owned subsidiary, Coptent Trading
Ltd.,  registered  in Cyprus. The subsidiary was established in order to provide
better  marketing  and  administration  functions of lumber sales on the Chinese
market.

Coptent  Trading  Ltd and Victoria Lumber LLC purchase different sort and rounds
of  pine,  larch,  birch  logs  from  small and medium size Russian Producers in
Tomsk,  Lesosibirsk,  Irkutsk and Chita based on DAF (Coptent Trading Ltd) while
cost  of goods purchased by Victoria Lumber includes transportation expenses and
commissions.  Company  sells  its  forestry products to Chinese companies on the
customs  border  Dzamin-Uud/Erlyan  and  Zabaikalsk/Manzhuaria  on  FCA (Coptent
Trading  Ltd)  and  DAF  (Victoria Lumber LLC). Sales are conducted both through
Coptent  Trading  Ltd.  and  Victoria  Lumber  LLC depending upon the particular
customer  and  shipment  terms.

The  Company  does  not have its own manufacturing capacities. The Company seeks
orders  from  domestic  and  local customers and purchases the products from the
suppliers  in  Far  Eastern  and  Siberia  regions  of  Russia.

The  Company  has  identified  a  number  of additional export opportunities for
forestry  products  originating  from  Russia.  The  main  destinations  of such
potential  exports  include  the  United  States, Japan, South Korea and Western
Europe.  The  Company  is  currently  engaged  in  preliminary negotiations with
potential  buyers  of the products in the key target countries. No assurance can
be  given  as  to if and when such preliminary negotiations may materialize into
specific  indications  of  interest  and  contracts.

REGULATIONS  GOVERNING  RUSSIAN  BUSINESS  ENTITIES

The  Company's  operating  subsidiary  Victoria  Lumber  has been organized as a
Limited  Liability  Company.  Russian  limited liability companies are corporate
entities  with  limited  liability  similar to the corporations formed under the
United  States laws. Shareholders of Russian joint stock companies generally are
not  liable for debts and obligations of the company. However, shareholders of a
bankrupt joint stock company may be held liable for debts and obligations of the
bankrupt  company  if they have exercised their authority to undertake an action
knowing  that  the  bankruptcy  would be the result of their actions. In limited
liability companies with several owners, any transfer of shares by a shareholder
to  a  third party is subject to the pre-emptive right of the other shareholders
to  acquire  such  shares  at  the  price  offered  to  a  third  party.

Under  the  Russian  law,  a  simple  majority of voting shares is sufficient to
control  adoption  of  most resolutions. Resolutions concerning amendment of the
company  charter, reorganizations (including mergers), liquidation, any increase
in authorized shares, or certain "significant" transactions require the approval
of  the  shareholders  holding  two  thirds  of  the  outstanding  shares.

A  Russian  limited  liability company has no obligation to pay dividends to the
holders  of its common stock.  Any  dividend  paid  to  the shareholders must be
recommended  by  the  board of directors and then approved by a majority vote at
the  general  meeting  of  shareholders.  Dividends  may  be paid on a quarterly
basis.

TAXATION


                                        6
<PAGE>
As  a  Russian  resident  entity,  Victoria  Lumber is subject to all applicable
Russian  taxes,  many  of which impose a significant burden on profits. The most
significant Russian taxes and duties affecting Victoria Lumber include:

     1.   18%  value  added  tax  (established pursuant to Chapter 21 of the Tax
Code  of Russia), applicable only to domestic sale of goods in Russia. The Value
Added  Tax  does  not  apply  to  goods  exported  from  Russia;

     2.    Income  tax  of  24%  consisting of 6.5% federal income tax and 17.5%
regional  income  tax  (in  accordance  with  Chapter  25  of the  Tax  Code  of
Russia);

     3.   Withholding  tax  on  dividends  payable  to Victoria Resources as the
overseas  shareholder  of  Victoria Lumber. The tax must be withheld by Victoria
Lumber  from  any  amount distributed to Victoria Resources. The current rate of
withholding  tax  on dividends payable to corporate foreign shareholders is 15%.
However,  dividends  payable  to  Victoria  Resources,  a United States resident
company,  are subject to regulations contained in the United States - Russia tax
treaty which limits the tax on dividends payable to Victoria Resources to 5% (as
long  as  Victoria Resources holds more than a 10% interest in Victoria Lumber);

     4.   Unified social tax (established pursuant to Chapter 24 of the Tax Code
of  Russia)  at  the  rate  of  up  to  26.0%  of  the  gross  payroll;

     5.   Export  duty for timber products ranges from 0 to 6.5% of the contract
value  depending  upon  the  specific  product;

     6.   Regional  property  tax  payable annually at 2.2% of the book value of
fixed  assets  of  the  entity;

The  Russian  tax  system  is  undergoing  a  major reorganization. New tax laws
including  those  setting forth rules for application of the value-added tax and
income  tax  were  enacted  within  the  last  four years. The cost of legal and
accounting  advice  to  keep  up  with  changes  in  the Russian tax laws may be
significant  and  penalties for violations, even inadvertent ones, may be steep.
If  revisions  impose  confiscatory  taxes,  our profitability will be adversely
affected.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Our  principal  executive office is located at 551 Fifth Avenue, Suite 2020, New
York,  NY  10017.  At the end of 2003 our subsidiaries started renting warehouse
facilities  in  Russia  at  approximately  $1,500  per  month.

In  2004  we  opened  an  operating office in Chelyabinsk, Ural region of Russia
which  we  rent.  We do not own significant property, plant and equipment except
minimum  office  equipment.

ITEM  3.  LEGAL  PROCEEDINGS

We  know of no material, active or pending legal proceedings against us, nor are
we  involved  as  a plaintiff in any material proceedings or pending litigation.
There  are no proceedings in which any of our directors, officers or affiliates,
or  any  registered  or  beneficial  shareholders are an adverse party or have a
material  interest  adverse  to  us.


                                        7
<PAGE>
ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matters  were  submitted  to a vote of our security holders during the years
ended  December  31,  2006  and  2005.

PART II:

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDERS  MATTERS

Victoria  Industry's  common  stock is listed on the OTC Bulletin Board exchange
under  the  symbol  VIIN .  Our common stock began quotation on the OTC Bulletin
Board  on  January  12,  2001  and our CUSIP number is 77578R 100. The following
quotations  reflect  the  high  and  low  bids  for  our  common  stock based on
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent  actual  transactions. The quotations prior to September 30, 2003 have
been  adjusted  for the 10:1 reverse split that came into effect on December 19,
2003.  The high and low bid prices of our common stock (obtained from Bloomberg)
for  the  periods  indicated  below  are  as  follows:

<TABLE>
<CAPTION>
                  OTC Bulletin Board

           Quarter ended               High    Low
<S>                                    <C>    <C>
         December 31, 2006             $0.90  $0.55

        September 30, 2006             $0.90  $0.38

          June 30, 2006                $1.60  $0.30

          March 31, 2006               $0.30  $0.30

         December 31, 2005             $0.26  $0.26

        September 30, 2005             $0.30  $0.30

          June 30, 2005                $0.30  $0.30

          March 31, 2005               $0.50  $0.18

         December 31, 2004             $0.50  $0.15

        September 30, 2004             $1.01  $0.20

          June 30, 2004                $1.01  $0.51

          March 31, 2004               $1.01  $0.75
</TABLE>

Our  common  shares  are issued in registered form. Pacific Stock Transfer, 5844
South  Pecos  Road, Suite D, Las Vegas, Nevada 89120 (Telephone: (702) 361-3033,
facsimile  (702)  732-7890)  is  the registrar and transfer agent for our common
shares.


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<PAGE>
As  of  March  30, 2006 we had 10,965,090 shares of common stock outstanding and
approximately  33  stockholders  of record. This number of stockholders does not
include  stockholders  who  hold  our  securities  in  street  name.

DIVIDEND  POLICY

We  have  not  declared or paid any cash dividends since inception. We intend to
retain  future  earnings,  if any, for use in the operation and expansion of our
business  and do not intend to pay any cash dividends in the foreseeable future.
Although  there  are  no restrictions that limit our ability to pay dividends on
our common shares, we intend to retain future earnings for use in our operations
and  the  expansion  of  our  business.

ITEM  6.  MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF  PRINCIPAL  CONDITION  AND
OPERATIONS


DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION

RESULTS  OF  OPERATIONS

Revenues  recognized  for the years ended December 31, 2006 and 2005 amounted to
$8,411,971  and  $5,353,013,  respectively.  Cost  of  sales  for  2006 and 2005
amounted  to $7,174,894 and $4,154,501, respectively. The above cost of sales in
both  periods  mainly  consisted  of  purchasing costs and transportation costs.

The  57%  increase  in  sales  in  2006  from  2005 levels was mostly due to the
increased volumes of birch round logs sales by 22,224 cubic meters ($4,051,653),
which  outweighed  the  reduction  in  sales  of  larch  by  12,196 cubic meters
($806,574),  pine  by  10,581 cubic meters ($674,983) and spruce by 12,968 cubic
meters  ($106,963).  In addition, the Company's sales have increased as a result
of  the  expansion  of  its  product range to construction materials $77,727 and
woodchip  board  of  $134,851.  Also  during  2006 we sold 2 forklift trucks for
$218,256  and  spare  parts thereto for $164,990 to logging companies in Russia.
The  forklift  trucks  were  imported  by  us  from  China.

During  2006  we  received  several  indications  of  interest  for construction
materials from local contractors and for harvesting and auxiliary machinery from
our  log  suppliers.  We were able to satisfy this demand by supplying the above
construction  materials  and forklift trucks together with spare parts. Since we
ship significant amounts of timber products to China we were able to secure good
pricing terms from Chinese suppliers of construction materials and machinery and
obtain  good  shipping  rates  from  our  shipping  companies.

The  cost  of  goods sold in 2006 consisted primarily of the purchasing costs of
birch  ($6,312,865), larch ($269,790), pine ($67,182), spruce ($2,548), woodchip
board  ($128,109),  construction materials ($69,510), forklift trucks ($174,605)
and  spare  parts  ($150,284).  The  above  purchasing  costs  included  inbound
transportation  expenses.

Our  gross  margin  decreased from 22.4% in 2005 to 14.7% in 2006 primarily as a
result  of  the  strengthening  of  the Russian Rouble against US dollar by 8.5%
during  the  year.  While our sales contracts are denominated in US dollars, our
purchasing  prices  in  Russia  are  denominated  in Russian Roubles and we were
unable  to  pass  the  increased  timber  purchasing  costs  on to our customers
primarily  due  to  our  focus  on  maintaining  and  increasing  our  market


                                        9
<PAGE>
share.  Another contributing factor was the change of delivery basis from DAF to
FCA. Under FCA, the Company incurred significantly lower transportation expenses
which  were  assumed by the buyer. The above change in the delivery terms caused
us  to  reduce  our  process. However, the latter effect on the gross margin was
compensated  by  a  reduction in our Sales, General and Administration expenses.
Despite  the  reduction  in the gross margin in 2006, our gross profit increased
from  $1,198,512  in  2005 to $1,237,077 in 2006 due to the higher sales volume.

Our  Sales, General and Administrative expenses in 2006 decreased by $176,695 to
$626,072  from  $802,767  in  2005.  This was chiefly caused by the reduction in
transportation  expenses  by $189,242 from $645,312 in 2005 to $456,070 in 2006.
The  reduction  in  transportation  expenses, in turn, resulted from the gradual
change  of  the  goods  delivery  basis from DAF border to FCA railroad station.

During  the  years ended December 31, 2006 and 2005, we incurred total operating
expenses  of  $742,971  and $941,756 consisting  mainly  of sales,  general  and
administrative  expenses  of  $626,072 (2005: $802,767), compensation expense of
$38,763  (2005:  $73,751)  and  professional  fees  of  $77,512 (2005: $64,815).
Storage and office rent expenses ($18,571 and $27,411, respectively), as well as
commission  for  services  rendered  by  third  parties  ($34,737  and  $35,427,
respectively)  and  payroll  and  payroll  related  taxes  ($34,387 and $19,849,
respectively).

Compensation  expense for 2006 and 2005 represents the imputed value of services
provided  by  the  Directors  for which no fees are due. These amounts have been
recorded  as  additional  capital  contributions.

Trade  accounts  receivable  as  of  December 31, 2006, were comprised mostly of
amounts receivable for forestry products delivered to customers in the amount of
$3,118,137.  The  increase  in trade receivables in 2006 by $1,367,133 from 2005
was  mainly  due  to  the  increased  volumes  of forestry products sold.. Other
accounts receivable represents prepayment for forestry products in the amount of
$518,623.  Based  on  the  contracts  terms  with customers and on the Company's
management  estimates  no  provision  for  the  doubtful  debt  is required, all
outstanding  amounts  are  considered  to  be  recoverable.

The  long term assets of the Company as of December 31, 2006 were represented by
the  property, plant and equipment in the amount of $718. The current portion of
related  party  receivable  is  reflected  as short term receivable in amount of
$136,245.

Current  liabilities  of the Company as of December 31, 2006 mainly consisted of
the  trade  payable  in amount of $2,056,443, short term borrowings from related
parties  of  $77,925,  short term loan of $335,000 and other accounts payable of
$190,019. The trade payables increased by 1,212,557 as a result of the expansion
in  sales.

There were no long term liabilities as of December 31, 2006.

Professional  fees  in  2006 and 2005 of $77,512 and $64,815 consisted mainly of
audit  and  filing and legal fees.  The above professional fees were required to
maintain  the  Company's  status  as  a  publicly  traded  company.

Depreciation  and  amortization  expense  in  2006 and 2005 amounted to $624 and
$423,  respectively.


                                       10
<PAGE>
The  continuation  of the Company is dependent upon achieving a profitable level
of operations, expanding the Company's business, continuing financial support of
creditors  and stockholders as well as obtaining long-term financing. Management
plans  to  raise  equity capital to finance the current cash requirements of the
Company.  Capital  raised  will  be  used  to expand current operations, finance
working  capital  and acquire fixed assets. While the Company is undertaking its
best  efforts  to  achieve  the above plans, there is no assurance that any such
activity will generate funds that will be sufficient to expand our operations or
maintain  their  current  level.  If  the  Company  is not successful in raising
financing the Company's expected business volumes may be revised down or may not
materialize  at  all.  Additionally,  the Company may lose its current business,
which may lead to significant curtailment or suspension of operations.

CAPITAL  EXPENDITURES

As  at  December  31,  2006 the Company did not have significant fixed assets as
in  2006  it  operated  solely  as  a  trader  and  not  a  producer.

At  certain  stage  during  2007  we  may require to add certain fixed assets or
obtain  timberland  leases  to maintain and further grow our business. The fixed
assets  may  be  in  the  form  of  warehouse  space,  manufacturing facilities,
processing  machinery,  logging  machinery,  automotive  vehicles  and tractors,
chainsaws  and  other  equipment  used for logging and lumber processing. We may
also  elect to form new partnerships, invest into and/or acquire other companies
operating  in the same segment. In order to finance future capital expenditures,
we  may need to raise substantial funds. There is no assurance that the required
financing  will  be raised. Further, there is no assurance that the Company will
be  able to continue successfully in operating existence if the required Capital
expenditures  are  not  made.

COMPETITION

We compete in a highly competitive industry that is open to new entrants without
significant  barriers  to  entry.  We  encounter  competition  in  all  of  our
operations,  including the acquisition of goods from suppliers and sale of these
goods  to  customers. Many of our competitors have financial and other Resources
substantially  greater  than  ours.

CASH  REQUIREMENTS

The  Company anticipates it will require around $2,500,000 to sustain operations
and  develop  its subsidiaries over the next twelve months. The Company believes
it  will  be  able  to  raise  these  funds  through  equity and debt financing;
however,  there  is  no  guarantee  that  funds  will  be  raised.


                                       11
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

Since  inception,  the Company has financed its operations from private sources.
The  Company  began  operations  in  2003  and  2004  through  its'  subsidiary
businesses, Victoria Siberian Wood, Victoria Lumber and Coptent Trading Ltd.

In  2006  we  recognized  a  net profit of $414,297. As of December 31, 2006 the
Company  had total current assets of $4,140,001 and total current liabilities of
$2,659,387.  As  of  December 31, 2006, the Company had cash balance of $138,602
and  a  working  capital  surplus  of  $1,480,614.

CASHFLOW

Cash used in operating activities for the years ended December 31, 2006 and 2005
amounted to $104,320 and $514,519. Cash outflow for the years ended December, 31
2006  and  December,  31  2005 were primarily caused by the increase in accounts
receivable  of  $1,367,733 (2005: $1,629,951) and by the increase in prepayments
and  other current assets of $400,050 (2005: a reduction of $108,374). The above
effect  was  partially  counter-balanced  by the increase in accounts payable of
$1,212,557  (2005:  $767,360)  and  the  decrease  in VAT receivable of $214,525
(2005:  increase  of  $350,077).

The  net  cash  used  by  financing activities in 2006 of ($74,039) and 2005 was
caused  by repayment of short-term loans to Sberbank and Thor Capital Group that
exceeded  the  new  loan  proceeds  received  from  Thor  Capital  Group,  Inc.

In  2006  cash  provided by investing activities was due to repayment of related
party  note  receivable  in  amount  of  $275,690.

INCOME  TAXES,  NET  OPERATING  LOSSES  AND  TAX  CREDITS

Currently,  the  Company is liable for the Russian income tax at the rate of 24%
of  the  pre-tax  earnings  in  accordance  with the Russian income tax law. The
taxation  system  in  Russia  is  evolving  as the central government transforms
itself from a command to a market-oriented economy. Based on current tax law and
the  United  States-Russia income tax treaty, the income tax paid in Russia will
be  a  creditable tax when determining the Company's US income taxes payable, if
any.

APPLICATION  OF  CRITICAL  ACCOUNTING  POLICIES

USE  OF  ESTIMATES

The  preparation  of  financial  statements  in  accordance  with  United States
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosures  of  contingent  assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual results could materially differ from these estimates.

REVENUE  RECOGNITION


                                       12
<PAGE>
For  revenue  from  product  sales, the Company recognizes revenue in accordance
with  SEC  Staff Accounting Bulletin No.  104,  Revenue Recognition in Financial
Statements  ("SAB  104").  SAB 104 requires that four basic criteria must be met
before  revenue  can  be  recognized:  (1) persuasive evidence of an arrangement
exists;  (2)  delivery  has  occurred;  (3)  the  selling  price  is  fixed  and
determinable;  and  (4)  collectibility  is  reasonably  assured.

Criterion (1) is met as every delivery is covered by a separate contract and the
title  passes  to  the  customer  only  upon  customer's  acceptance at point of
destination,  which  is  in  compliance  with  criterion  (2).  Determination of
criteria  (3)  and  (4)  are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for  discounts  and rebates to customers, and other
adjustments  are provided for in the same period the related sales are recorded.
The  Company defers any revenue for which the product has not been delivered and
accepted  by  its  customers. In accordance with the Company's standard contract
terms,  once delivered and accepted the product cannot be returned and no claims
can  be presented to the Company. The Company recognizes revenue on gross basis.

RISK  FACTORS

Much of the information included in this annual report includes or is based upon
estimates,  projections  or  other  forward  looking  statements".  Such forward
looking  statements  include  any  projections  or  estimates made by us and our
management  in  connection  with  our  business  operations.  While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made  in  good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested  herein.

Such  estimates,  projections  or  other  "forward  looking  statements" involve
various  risks  and  uncertainties as outlined below. We caution the reader that
important  factors  in  some  cases  have  affected  and,  in  the future, could
materially  affect  actual results and cause actual results to differ materially
from  the results expressed in any such estimates, projections or other "forward
looking  statements".

Our  common  shares  are  considered  speculative  during  our  search for a new
business  opportunity.  Prospective investors should consider carefully the risk
factors  set  out  below.

LIMITED  OPERATING  HISTORY;  ANTICIPATED  LOSSES; UNCERTAINTY OF FUTURE RESULTS

The  Company  has  a  limited  operating history upon which an evaluation of its
prospects  can  be  made.  There  can  be  no  assurance  that  the Company will
effectively  execute  its business plan or manage any growth of the business, or
that  the  Company's future operating and financial forecast will be met. Future
development  and operating results will depend on many factors, including access
to adequate capital, the demand for the Company's products, the level of product
and  price  competition,  the  Company's  success  in  setting  up and expanding
distribution  channels, and whether the Company can control costs. Many of these
factors are beyond the control of the Company. In addition, the Company's future
prospects  must  be considered in light of the risks, expenses, and difficulties
frequently  encountered  in  establishing  a new business in the forest products
industry,  which  is  characterized  by intense competition, rapid technological
change,  highly  litigious  competitors  and  significant  regulation.


                                       13
<PAGE>
LIMITED  PUBLIC  MARKET

The  Company's  Common  Stock is currently quoted on the NASD OTC Bulletin Board
under  the  ticker  symbol  VIIN.  As of March 30, 2006 there were approximately
10,965,098  shares of Common Stock outstanding. There can be no assurance that a
trading market will be sustained in the future. Factors such as, but not limited
to, technological innovations, new products, acquisitions or strategic alliances
entered  into  by  the  Company  or  its  competitors,  failure to meet security
analysts'  expectations,  government  regulatory  action,  proprietary  rights
developments,  and market conditions for lumber products in general could have a
material  effect  on  the  volatility  of  the  Company's  stock  price.

POLITICAL  RISKS

The market in Russia is monitored by the government, which could impose taxes or
restrictions at any time which would make operations unprofitable and infeasible
and  cause  a  write-off  of capital investment in Russian lumber opportunities.

A number of factors, beyond the Company's control and the effect of which cannot
be  accurately  predicted  may  affect  the  marketing  of  the Company's lumber
operations.  These  factors  include  political  policy  on  foreign  ownership,
political policy to open the doors to foreign investors, and political policy on
lumber  exports.

RISKS  ASSOCIATED  WITH  INTERNATIONAL  MARKETS

Commencing  in 2004 Company started trading to China.  The future success of the
Company  will  depend  in part on its ability to generate sales on international
markets. There can be no assurance, however, that the Company will be successful
in  generating  these  sales.  In addition, these will be subject to a number of
risks,  including:  foreign  currency  risk;  the  risks  that agreements may be
difficult  or impossible to enforce and receivables difficult to collect through
a  foreign  country's  legal  system;  foreign customers may have longer payment
cycles; or foreign countries could impose withholding taxes or otherwise tax the
Company's  foreign  income,  impose tariffs, embargoes, or exchange controls, or
adopt  other  restrictions  on  foreign  trade. In addition, the laws of certain
countries  do not protect the Company's offerings to the same extent as the laws
of  the  United  States.

Although  none  of  our  present  officers or directors is key to our continuing
operations, we rely upon the continued service and performance of these officers
and  directors, and our future success depends on the retention of these people,
whose knowledge of our business and whose technical expertise would be difficult
to  replace.  At  this  time,  none  of  our  officers or directors are bound by
employment  agreements,  and as a result, any of them could leave with little or
no  prior  notice.

Competition for qualified individuals is likely to be intense, and we may not be
able  to attract, assimilate, or retain additional highly qualified personnel in
the  future.  The  failure  to  attract,  integrate,  motivate  and retain these
employees  could  harm  our  business.

LACK  OF  DIVERSIFICATION

The  Company  is  currently  exclusively  in  the  business of trading in forest
products.  This lack of diversification into a number of areas may subject us to
economic  fluctuations  within  the forest products industry, thereby increasing
the  risks  associated  with  our  operations.


                                       14
<PAGE>
REGULATION

Although  we  will be subject to regulation under the Securities Exchange Act of
1934,  management  believes  that we will not be subject to regulation under the
Investment  Company  Act  of  1940,  insofar  as  we  will not be engaged in the
business  of  investing or trading in securities. In the event that we engage in
business combinations which result in us holding passive investment interests in
a  number  of  entities,  we could be subject to regulation under the Investment
Company  Act  of  1940,  meaning  that  we  would  be required to register as an
investment  company  and could be expected to incur significant registration and
compliance  costs.  We have obtained no formal determination from the Securities
and  Exchange  Commission  as  to the status of our company under the Investment
Company  Act  of 1940 and, consequently, any violation of such act would subject
us  to  material  adverse  consequences.

EXPOSURE  TO  NATURAL  DISASTERS

The  forest products industry is subject to natural events such as forest fires,
adverse  weather  conditions,  insect  infestation,  disease  and  other natural
disasters.  The  occurrence  of  any  of these events could adversely affect our
ability  to  trade  in  forest products which would result in a material adverse
consequence  to  the  Company.

EXPOSURE  TO  FOREIGN  EXCHANGE  RATE  FLUCTUATIONS

With the majority of our operations being located in the Russian Federation, the
majority of our expenses were denominated in Russian rubles, while most revenues
in  2006  were denominated in US dollars. We currently do not and do not plan in
the  near  future to engage in hedging our exposure to changing foreign exchange
rates. Any unfavorable changes in the relevant foreign exchange rates may have a
material  effect  on  our  financials  and  performance.

"PENNY  STOCK"  RULES  MAY  RESTRICT  THE  MARKET  FOR  THE  COMPANY  SHARES

Our  common  shares  are  subject  to  rules  promulgated  by the Securities and
Exchange  Commission  relating to "penny stocks," which apply to companies whose
shares  are  not  traded  on  a national stock exchange or on the NASDAQ system,
trade  at  less than $5.00 per share, or who do not meet certain other financial
requirements  specified  by  the Securities and Exchange Commission. These rules
require  brokers  who  sell  "penny  stocks"  to  persons other than established
customers  and  "accredited  investors"  to complete certain documentation, make
suitability  inquiries  of  investors,  and  provide  investors  with  certain
information  concerning  the  risks of trading in such penny stocks. These rules
may  discourage or restrict the ability of brokers to sell our common shares and
may  affect  the  secondary market for our common shares. These rules could also
hamper  our  ability to raise funds in the primary market for our common shares.

POSSIBLE  VOLATILITY  OF  SHARE  PRICES

Our  common  shares are currently quoted on the Pink Sheets service. The trading
price  of  our  common  shares  has  been  subject to wide fluctuations. Trading
prices  of  our  common shares may fluctuate in response to a number of factors,
many  of  which  will  be  beyond  our  control.  The stock market has generally
experienced extreme price and volume fluctuations that have often been unrelated
or  disproportionate  to  the operating performance of companies with no current
business  operation.  There  can  be  no assurance that trading prices and price
earnings  ratios  previously experienced by our common shares will be matched or
maintained.


                                       15
<PAGE>
These broad market and industry factors may adversely affect the market price of
our  common  shares,  regardless  of  our  operating  performance.

In  the past, following periods of volatility in the market price of a company's
securities,  securities  class-action litigation has often been instituted. Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion  of  management's  attention  and  resources.

INDEMNIFICATION  OF  DIRECTORS,  OFFICERS  AND  OTHERS

Our  by-laws  contain  provisions  with  respect  to  the indemnification of our
officers  and  directors  against  all  expenses (including, without limitation,
attorneys'  fees,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred  in connection with any proceeding arising by reason of the
fact that the person is one of our officers or directors) incurred by an officer
or  director in defending any such proceeding to the maximum extent permitted by
Nevada  law.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of our
company  under  Nevada law or otherwise, we have been advised the opinion of the
Securities  and  Exchange  Commission  is  that  such indemnification is against
public  policy  as  expressed  in  the Securities Act of 1933 and is, therefore,
unenforceable.

FUTURE  DILUTION

Our statutory documents authorize the issuance of 75,000,000 common shares, each
with  a  par  value  of  $0.001.  In the event that we are required to issue any
additional  shares  or  enter into private placements to raise financing through
the  sale  of  equity  securities,  investors'  interests in our Company will be
diluted  and  investors  may  suffer  dilution in their net book value per share
depending  on  the  price  at  which  such  securities are sold. If we issue any
such  Additional  shares,  such  issuances  also  will  cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such  issuance  may  result  in  a  change  in  our  control.

ANTI-TAKEOVER  PROVISIONS

We  do  not  currently  have  a  shareholder  rights  plan  or any anti-takeover
provisions  in  our  By-laws.  Without any anti-takeover provisions, there is no
deterrent  for  a  take-over of our Company, which may result in a change in our
management  and  directors.

REPORTS  TO  SECURITY  HOLDERS

Under  the  securities  laws of Nevada, we are not required to deliver an annual
report  to  our  shareholders  but  we  intend  to  send an annual report to our
shareholders.


ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Our  consolidated  financial  statements are stated in United States dollars and
are  prepared  in  accordance  with  United States generally accepted accounting
principles.  The  Report  of  Independent Registered Public Accounting Firm, GLO
CPAs  LLP,  of  the  consolidated  financial  statements of Victoria Industries,
Inc*,  and  its  subsidiaries  (the  "Company")  for


                                       16
<PAGE>
the  year  ended December  31, 2006 is included herein immediately preceding the
audited  consolidated  financial  statements  for  the  respective  periods.

*Former  name - Rolltech Inc.,  as filed in preliminary information statement on
September  9, 2003, pursuant to Section 14(c) of the Act reporting the amendment
to  the  Company's  Certificate of Incorporation to change the Company's name to
Victoria  Industries,  Inc.").


                                       17
<PAGE>
                                                       VICTORIA INDUSTRIES, INC.
                                               CONSOLIDATED FINANCIAL STATEMENTS

                                                               DECEMBER 31, 2006

Index

Report of Independent Registered Public Accounting Firm - GLO CPAs, LLP.

Consolidated Balance Sheet

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statement of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements


                                       18
<PAGE>
                            VICTORIA INDUSTRIES, INC.
   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE DIRECTORS AND
                   STOCKHOLDERS OF VICTORIA INDUSTRIES, INC.:


We  have  audited  the  accompanying  consolidated  balance  sheet  of  Victoria
Industires,  Inc.  and Subsidiaries ("the Company") as of December 31, 2006, and
the  related  consolidated  statements  of  operations  and comprehensive income
(loss),  changes  in  stockholders'  equity  and  cash flows for the years ended
December  31,  2006 and  2005. These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.


We  conducted  our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an  audit  to  obtain  reasonable  assurance whether the financial
statements  are  free  of  material misstatement. The Company is not required to
have,  nor  were  we  engaged  to perform, an audit of its internal control over
financial  reporting.  Our audit included consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in  the  circumstances,  but  not  for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures in the
financial statements. An audit also includes assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial  statement presentation. We believe that our audit provides a
reasonable  basis  for  our  opinion.


In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Victoria Industries, Inc and
Subsidiaries at December 31, 2006, and the related consolidated results of their
operations  and  cash  flows  for the years ended December 31, 2006 and 2005, in
conformity with accounting principles generally accepted in the United States of
America.


GLO  CPAs,  LLP
Houston,  Texas
March 30, 2007


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                                 VICTORIA INDUSTRIES, INC.
                                                                CONSOLIDATED BALANCE SHEET
                                                                 (EXPRESSED IN US DOLLARS)
------------------------------------------------------------------------------------------
                                                                             DECEMBER 31,
                                                                                 2006
                                                                            --------------
<S>                                                                         <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                 $     138,602
  Accounts receivable                                                           3,118,137
  Related party receivable - current portion                                      136,245
  Taxes receivable                                                                204,336
  Inventories                                                                           -
  Prepayments and other current assets                                            518,623
  Deferred tax asset                                                                3,574
  Deferred interest expense                                                        20,484
                                                                            --------------
    Total current assets                                                        4,140,001

Property, plant and equipment, net                                                    718
Related party receivable                                                                -

                                                                            --------------
TOTAL ASSETS                                                                $   4,140,719
                                                                            ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short term borrowings from related parties                                $      77,925
  Short term loans                                                                335,000
  Accounts payable                                                              2,056,443
  Taxes payable                                                                         -
  Other current liabilities                                                       190,019
  Interest payable                                                                      -

                                                                            --------------
    Total current liabilities                                                   2,659,387

Commitments and Contingencies                                                           -


STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 10,965,090 shares issued and outstanding         10,965
  Additional paid-in capital                                                    1,867,367
  Accumulated deficit                                                            (403,902)
  Accumulated other comprehensive income - foreign currency                         6,902

                                                                            --------------

Total stockholders' equity                                                      1,481,332

                                                                            --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $   4,140,719
                                                                            ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                    VICTORIA INDUSTRIES, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                              (EXPRESSED IN US DOLLARS, EXCEPT SHARE AMOUNTS)
-----------------------------------------------------------------------------

                                                    FOR THE YEARS ENDED
                                                DECEMBER 31,    DECEMBER 31,
                                                    2006            2005
                                               --------------  --------------
<S>                                            <C>             <C>
REVENUES                                       $   8,411,971   $   5,353,013

COST OF SALES                                     (7,174,894)     (4,154,501)
                                               --------------  --------------

                                                   1,237,077       1,198,512

OPERATING EXPENSES
Sales, general and administrative                   (626,072)       (802,768)
Compensation                                         (38,763)        (73,751)
Professional fees                                    (77,512)        (64,815)
Depreciation and amortization                           (624)           (423)
                                               --------------  --------------

OPERATING INCOME                                     494,106         256,755

OTHER INCOME (EXPENSE)
Interest income                                       24,025          17,338
Interest expense                                     (44,470)        (37,405)
Foreign exchange loss                                (84,908)        (34,259)
Other expense, net                                         -          (5,403)
                                               --------------  --------------

INCOME (LOSS) BEFORE TAX AND MINORITY
INTEREST                                             388,753         197,026

FOREIGN INCOME TAX                                    25,544         (34,947)

NET INCOME                                           414,297         162,079
                                               --------------  --------------

Other comprehensive (loss) income
  Foreign currency translation (loss) income           9,128         (13,947)
                                               --------------  --------------

COMPREHENSIVE INCOME                           $     423,425   $     148,132
                                               ==============  ==============

BASIC INCOME PER SHARE                         $        0.04   $        0.01

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING                                     10,965,090      10,965,090
</TABLE>

    The accompanying notes are an integral part of these financial statements


                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        VICTORIA INDUSTRIES, INC.
                                                                        CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                                  (EXPRESSED IN US DOLLARS, EXCEPT SHARE AMOUNTS)

---------------------------------------------------------------------------------------------------------------------------------

                                           COMMON STOCK            ADDITIONAL     ACCUMULATED      ACCUMULATED         TOTAL
                                                                    PAID-IN          OTHER          (DEFICIT)       STOCKHOLDERS'
                                                                    CAPITAL      COMPREHENSIVE                         EQUITY
                                     SHARES          AMOUNT                         (LOSS)
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
<S>                              <C>            <C>             <C>             <C>              <C>              <C>
DECEMBER 31, 2004                   10,965,090  $       10,965  $    1,749,878  $       11,721   $     (980,279)         792,285

Contributed services                         -               -          73,751               -                -           73,751
Comprehensive loss for the year              -               -               -         (13,947)               -          (13,947)
Net income for the year                      -               -               -               -          162,079          162,079

                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
DECEMBER 31, 2005                   10,965,090  $       10,965  $    1,823,629  $      ( 2,226)  $     (818,200)  $    1,014,168
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
Contributed services                                                    43,738                                            43,738
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
Comprehensive loss for the year                                                                         414,297          414,297
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
Net income for the year                                                                  9,128                             9,128
                                 -------------  --------------  --------------  ---------------  ---------------  ---------------
DECEMBER 31, 2006                   10,965,090  $       10,965  $    1,867,367  $        6,902   $     (403,902)  $    1,481,332
                                 =============  ==============  ==============  ===============  ===============  ===============
</TABLE>


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                                          VICTORIA INDUSTRIES, INC.
                                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                          (EXPRESSED IN US DOLLARS)
---------------------------------------------------------------------------------------------------

                                                                          FOR THE YEARS ENDED
                                                                      DECEMBER 31,    DECEMBER 31,
                                                                          2006            2005
                                                                     --------------  --------------
<S>                                                                  <C>             <C>
CASH USED IN OPERATING ACTIVITIES:
  Net income  from continuing operations for the period              $     414,297   $     162,079
  Adjustments to reconcile net income from continuing
  Operations to net cash in operating activities:
    Contributed services by shareholders                                    43,738          73,751
    Deferred tax (gain) expense                                              3,383         (18,152)
    Net accrued interest                                                   (24,025)        (16,053)
    Depreciation                                                               624             423

  Changes in current assets and liabilities:
    (Increase) in accounts receivable                                   (1,367,733)     (1,629,951)
    Decrease (increase) in prepaid expenses and other current assets      (400,050)        108,374
    Decrease (increase) decrease in inventories                                  -          36,321
    (Increase) in VAT receivable and other taxes prepaids                  214,525        (350,077)
    Increase in accounts payable                                         1,212,557         767,360
    Increase in taxes payable                                              (34,485)         34,210
    Increase (decrease) increase in other accounts payable                (144,307)        314,835
    Increase in interest payable                                           (22,844)          2,360
                                                                     --------------  --------------
NET CASH FLOW FROM OPERATING ACTIVITY                                     (104,320)       (514,520)

CASH PROVIDED BY FINANCING ACTIVITIES:
  Proceeds on borrowings from related parties                              (74,039)        409,039
                                                                     --------------  --------------
NET CASH FLOW FROM FINANCING ACTIVITY                                      (74,039)        409,039

CASH PROVIDED BY (USED IN) INVESTING ACTIVITY:
  Promissory notes payments                                                275,690         137,844
  Purchase of property, plant and equipment                                      -            (867)
                                                                     --------------  --------------
NET CASH FLOW FROM INVESTING ACTIVITY                                      275,690         136,977

Effect of exchange rate changes                                              8,970         (13,947)
                                                                     --------------  --------------

INCREASE (DECREASE) IN CASH:                                               106,301          17,549
CASH, AT THE BEGINNING OF THE PERIOD                                        32,301          14,752

                                                                     --------------  --------------
CASH, AT THE END OF THE PERIOD                                       $     138,602   $      32,301
                                                                     ==============  ==============
</TABLE>


                                       23
<PAGE>
1.   NATURE  OF  BUSINESS

Victoria Industries, Inc. was incorporated on January 25, 2000 under the laws of
the  State  of  Nevada.

The  current  principal  activities  of  Victoria  Industries,  Inc.  and  its'
subsidiaries (collectively referred to as the "Company") as of December 31, 2006
and  2005  were  as  follows:

<TABLE>
<CAPTION>
OPERATING ENTITY              PRINCIPAL ACTIVITY        COUNTRY OF     DECEMBER 31,   DECEMBER 31,
                                                      INCORPORATION        2006           2005
                                                                               INTEREST %
-------------------------  ------------------------  ----------------  -------------  -------------
<S>                        <C>                       <C>               <C>            <C>
Victoria Industries, Inc.  Holding company           United States of
                                                     America                      -              -

Victoria Resources, Inc.   Marketing and             United States of           100%           100%
                           distribution of forestry  America
                           products

Victoria Lumber, LLC       Marketing and             Russian                    100%           100%
                           distribution of forestry  Federation
                           products

Coptent Trading Limited    Marketing and             Cyprus                     100%           100%
                           distribution of forestry
                           products
</TABLE>

The  principal  executive  office  of  the  Company is situated at the following
address:  551  Fifth  Avenue,  Suite 601, New York, NY 10017, USA. The principal
operating  office  of  the  Company  is  located  at  the following address: 2-B
Vitebskaya  Street,  Suite  1-A,  454080  Chelyabinsk,  Russian  Federation.

The  number  of employees of the Company at December 31, 2006 and 2005 was 4 and
9,  respectively.

The principal customers of the Company are based in Eastern Siberia and Far East
regions  of  Russia,  and  North  provinces  of  China:  Inner  Mongolia  and
Heyluntszyan.


2.   PRESENTATION  OF  FINANCIAL  STATEMENTS

BASIS OF PRESENTATION - The consolidated financial statements have been prepared
in  accordance  with  the  requirements  of  Statement  of  Financial Accounting
Standards  No.  52,  Foreign  Currency  Translation"  (SFAS  52). The functional
currency  of  our  Cyprus  subsidiary is U.S. Dollars. Russian subsidiary of the
Company  maintains  its  accounting records in Russian Rubles in accordance with
the  accounting  and  reporting  regulations  of the Russian Federation. Russian
statutory  accounting  principles and procedures differ substantially from those
generally  accepted  under  US  GAAP.  Accordingly,  the  consolidated financial
statements,  which  have  been  prepared  from  the  Company's Russian statutory
accounting  records, reflect adjustments necessary for such financial statements
to  be  presented  in  accordance  with  US  GAAP.

USE  OF  ESTIMATES  AND ASSUMPTIONS - The preparation of financial statements in
conformity  with generally accepted accounting principles requires management to
make  estimates  and


                                       24
<PAGE>
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Actual  results  could  differ  from  those  estimates.

FUNCTIONAL  AND  REPORTING  CURRENCY - The functional currency of the Company is
the  U.S. Dollar. Certain subsidiaries keep their financial records and transact
most  of  its transactions in Russian Rubles, their functional currencies. Their
financial  statements  have  been  translated  into  U.S. dollars using year end
foreign  exchange  rates  for  assets  and liabilities, average foreign exchange
rates  for income and expenses, and rates for common stock issuance that were in
effect  on  the  dates of the transactions. Translation differences from year to
year  resulting from varying exchange rates are reflected in other comprehensive
income. Remeasurement differences from settlements of transactions in currencies
other  than  the  functional  currency are reflected in the statement of income.

The  prevailing  exchange  rates  at  December 31, 2005 was approximately 1 U.S.
dollar  to  28.78 Russian rubles. For the years ended 2005 and 2004, the average
exchange  rate  for  1U.S.  Dollar  was  28.70  and  28.808,  Russian  rubles,
respectively.

3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BASIS  OF  CONSOLIDATION - The consolidated financial statements incorporate the
financial  statements of Victoria Industries, Inc.  and other enterprises, where
the  Company,  directly  or  indirectly  exercises  control. Control is achieved
where  the  Company has the power to govern the financial and operating policies
of  an  invested  enterprise  so  as  to  obtain  benefits  from its activities.

Where  necessary,  adjustments  are  made  to  the  financial  statements  of
subsidiaries  to bring the accounting policies used into line with those used by
other members of the Company. The interest of minority shareholders is stated at
the  minority's  proportion of the carrying values of the assets and liabilities
recognized.

All  significant  intercompany  transactions,  balances  and  unrealized  gains
(losses)  on  transactions  are  eliminated  on  consolidation.

REVENUE  RECOGNITION  -  For  revenue from product sales, the Company recognizes
revenue  in  accordance  with  SEC  Staff  Accounting Bulletin No. 104, "Revenue
Recognition  in  Financial  Statements  ("SAB  104"). SAB 104 requires that four
basic  criteria  must  be  met  before revenue can be recognized: (1) persuasive
evidence  of  an arrangement exists; (2) delivery has occurred; (3)  the selling
price  is fixed and determinable; and (4) collectibility is reasonably  assured.

Criterion  (1)  is  met  as every delivery is covered by a separate contract and
the  title  passes  to the customer only upon customer's acceptance at point  of
destination,  which  is  in  compliance  with  criterion  (2).  Determination of
criteria  (3)  and  (4)  are based on management's judgments regarding the fixed
nature of the selling prices of the products delivered and the collectibility of
those  amounts.  Provisions  for  discounts  and rebates to customers, and other
adjustments  are provided for in the same period the related sales are recorded.
The  Company defers any revenue for which the product has not been delivered and
accepted  by  its  customers. In accordance with the Company's standard contract
terms,  once delivered and accepted the product cannot be returned and no claims
can  be presented to the Company. The Company recognizes revenue on gross basis.


                                       25
<PAGE>
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost.

     Depreciation  is  computed  under the straight-line method utilizing useful
lives  of  the  assets,  which  are:

     Office Equipment    4 - 6 years
     Computer Equipment      3 years

The gain or loss arising on the disposal or retirement of an asset is determined
as  the  difference  between  the  sales proceeds and the carrying amount of the
asset  and  is  recognized  in  the  income  statement.

LEASING  -  There  were  no  assets  held  under capital leases. Operating lease
expenses  are  written  of in the profit and loss account in the period in which
they  are  incurred.

INVENTORIES  -  Inventories  are  stated  at the lower of cost or net realizable
value.  Cost  comprises  direct  cost of products purchased, customs duties, and
transportation  and  handling  costs.  Cost  is  calculated  using  specific
identification  method.  Net  realizable  value represents the estimated selling
price  less  all  estimated  costs  to  completion  and  costs to be incurred in
marketing,  selling  and  distribution.

ACCOUNTS  RECEIVABLE  -  Accounts  receivable are stated at their net realizable
value  after  deducting  provisions  for  uncollectible  amounts.  Provision  is
estimated  based  on  credit  history  of  particular  customers.

CASH  AND  CASH  EQUIVALENTS  - Cash include petty cash and cash held on current
bank  accounts.  Cash equivalents include short-term investments with maturities
of three months or less that are readily convertible to known amount of cash and
which  are  subject  to  insignificant  risk  of  changes  in  value.

LOANS  AND  OTHER  NON-BANK  BORROWINGS - All loans and borrowings are initially
recorded  at  the  proceeds  received,  net of direct issue costs. After initial
recognition  all  loans  and  borrowings  are subsequently measured at amortized
cost,  which  is  calculated  by  taking into account any discount or premium on
settlement.

VALUE  ADDED  TAX  ON  PURCHASES  AND SALES - Value added taxes (VAT) related to
sales  is  payable  to  tax  authorities  upon  collection  of  receivables from
customers.  Input  VAT  is  reclaimable  against  sales  VAT  upon  payment  for
purchases.  The tax authorities permit the settlement of VAT on a net basis. VAT
related  to  sales  and  purchases  which  have  not been settled at the balance
sheet  date  (VAT deferred) is recognized in the balance sheet on a gross  basis
and  disclosed  separately  as  a  current  asset and liability. Where provision
has  been  made  against  debtors deemed to be uncollectible bad debt expense is
recorded  for  the  gross  amount of the debtor, including VAT.  The related VAT
deferred liability is maintained until the debtor is settled or until the debtor
is  written  off  for  statutory  accounting  purposes.

INCOME TAXES - Income tax has been computed based on the results for the year as
adjusted  for  items  that  are  non-assessable  or  non-tax  deductible.

The  Company  has  adopted  Financial Accounting Standards No. 109 ("SFAS 109"),
under  which  the  deferred  tax  is  accounted  for  using  the  balance  sheet
liability  method  in  respect


                                       26
<PAGE>
of temporary differences arising from differences between the carrying amount of
assets  and  liabilities  in  the financial statements and the corresponding tax
basis  used  in  the computation of taxable profit. Deferred tax liabilities are
generally  recognized  for  all  taxable  temporary differences and deferred tax
assets  are  recognized  to  the extent that it is probable that taxable profits
will  be  available  against  which  deductible  temporary  differences  can  be
utilized.  Deferred  tax  assets  and liabilities are offset when they relate to
income  taxes  levied  by the same taxation authority and the Company intends to
settle  its  tax  assets  and  liabilities  on  a  net  basis.

Deferred  tax  is  calculated  at  rates  that  are  expected  to  apply  to the
period  when  the  asset  is  realized  or  the  liability  is  settled.  It  is
charged  or  credited  to  the  income  statement,  except  when  it  relates to
items  credited  or  charged  directly to equity, in which case the Deferred tax
is  also  dealt  with  in  equity.

FAIR  VALUE  OF  THE FINANCIAL INSTRUMENTS - The Company's financial instruments
consist  of  cash, accounts receivable, short term loans given, accounts payable
and accrued liabilities and amounts due to directors. Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency  or  credit  risks  arising  from these financial instruments. The fair
value  of  financial  instruments  approximate  their carrying values due to the
immediate  or  short  term  maturity  of  these  financial  instruments.

EARNINGS PER SHARE - Earnings per share are computed in accordance with SFAS No.
128,  "Earnings Per Share". Basic income per share is calculated by dividing the
net  income  available  to common stockholders by the weighted average number of
shares  outstanding  during  the  year.  Diluted  earnings per share reflect the
potential dilution of securities that could share in earnings of an entity. In a
loss  year,  dilutive  common  equivalent  shares are excluded from the loss per
share  calculation  as  the  effect  would  be  anti-dilutive. Basic and diluted
earnings  per  share  are  the  same  for  the  years  presented.

COMPREHENSIVE  INCOME - Statement of SFAS 130, "Reporting Comprehensive Income,"
establishes  standards for reporting and displaying of comprehensive income, its
components  and accumulated balances. Comprehensive income is defined to include
all  changes  in  equity  except  those resulting from investments by owners and
distributions  to  owners.  Among  other disclosures, SFAS 130 requires that all
items  that  are required to be recognized under current accounting standards as
components  of comprehensive income be reported in a financial statement that is
displayed  with  the  same  prominence  as  other  financial  statements.

RETIREMENT BENEFIT COSTS - The operating entities of the Company situated in the
Russian Federation contribute to the state pension, medical and social insurance
and  employment  funds  on  behalf  of  all  its  current employees. Any related
expenses are recognized in the income statement as incurred. No other retirement
plans  have  been  established.

SEGMENT REPORTING - The Company's business operations are located in the Russian
Federation  and  relate  primarily  to  marketing  and  distribution of forestry
products.  Therefore,  business  activities  are  subject  to the same risks and
returns and addressed in the consolidated financial statements of the Company as
one  reportable  segment.

4.   FOUNDATION  AND  DISPOSAL  OF  SUBSIDIARIES

VICTORIA  RESOURCES,  INC.  -  100%


                                       27
<PAGE>
In  September  2003,  the Company contributed $1,000 into the establishment of a
wholly-owned  subsidiary,  Victoria Resources, Inc. in the State of New York for
the  purpose  of  pursuing  opportunities  in  the  lumber  resource  sector.

VICTORIA LUMBER, LLC - 100%

In December 2003 the Company's subsidiary, Victoria Resources, Inc., contributed
$300,000  into  the establishment of new 100% owned subsidiary, Victoria Lumber,
LLC,  based  in  Chelyabinsk,  Ural  region  of  the  Russian  Federation.

Victoria  Lumber  LLC,  was  established  in  order  to  focus  on marketing and
distribution  of  high-value  added  forestry  products.

COPTENT  TRADING  LTD  -  100%

In  April  2004  the  Company's  subsidiary,  Victoria Resources Inc contributed
$10,095  into  the  establishment  of new 100% owned subsidiary, Coptent Trading
Ltd.,  registered  in Cyprus. The subsidiary was established in order to provide
better  marketing  and  administration  functions of lumber sales on the Chinese
market.

5.   ACCOUNTS  RECEIVABLE

As  of December 31, 2006 accounts receivable of $3,118,137 were mostly comprised
of  $2,585,266  receivable  from  Yun  Chou, $207,492 receivable from Ladoga and
$135,482  receivable  from  Exintra  for the forestry products sold. The company
considers  all  receivables  to  be  full  collectable.

6.   RELATED  PARTY  RECEIVABLE

In  August  2004  the Company decided to dispose of its shareholding in Siberian
Wood  LLC  (See Note 4). As of December 31, 2004 the Company signed an agreement
with  a related party TK Promtekhresurs to transfer its interest in exchange for
an  interest  free  note of $551,377, and he Company believes this approximation
equals  to  what  that  could  be  negotiated  with  the  third  party  based on
arms-length  transaction  terms.  Current  balance  of the note receivable is as
follows:

<TABLE>
<CAPTION>
                    AT COST     AT NET PRESENT
                                    VALUE
                                 DECEMBER 31,
                                     2006
                -------------  ---------------
<S>             <C>            <C>
March 31, 2007         68,922           66,289
June 30, 2007          68,922           65,776
                -------------  ---------------

                -------------  ---------------
TOTAL           $     137,844  $       136,245
                =============  ===============
</TABLE>

The  net recovered amount of the investment has been discounted approximately at
3%,  the  estimated  cost  of  capital  as  of  December  31,  2006.


                                       28
<PAGE>
7.  TAXES  RECEIVABLE

Taxes  receivable  balance  of $204,336 as of December 31, 2006 represents Value
Added  Tax  (VAT)  receivable  and  was  discounted  at 15% annual rate based on
average  six  months  turnover  period.

8.   PREPAYMENTS  AND  OTHER  CURRENT  ASSETS

As  of  December  31,  2006  other  accounts receivable balance of $518,623 were
comprised  of prepayments to Cenex Continental, Coptent's payment agent in order
to  purchase  various  lumber  products.

9.   INCOME  TAX

The  Company's provision for income tax for the year ended December 31, 2006 was
as  follows:

<TABLE>
<CAPTION>
                              12/31/2006

                             ------------
<S>                          <C>

Current tax                  $   (28,927)
Deferred tax (gain) expense        3,383
                             ------------
TOTAL INCOME TAX CREDIT      $   (25,544)
                             ============
</TABLE>

Deferred  taxes reflect the net tax effects of temporary differences between the
carrying  amounts of assets and liabilities for financial reporting purposes and
the  amounts  used  for  tax  purposes.

The  change for the period in the Company's deferred tax position is as follows:

<TABLE>
<CAPTION>
                                             12/31/2006
                                            ------------
<S>                                         <C>
Net asset at the beginning of the period    $     6,957
Charged to income (expense) for the period       (3,383)
                                            ------------
NET ASSET AT THE END OF THE PERIOD          $     3,574
                                            ============
</TABLE>

The tax effect on the major temporary differences that give rise to the deferred
tax  assets  as  at  December  31,  2006  is  presented  below:

<TABLE>
<CAPTION>
                                           12/31/2006
                                          -----------
<S>                                       <C>
TEMPORARY DIFFERENCES THAT GIVE RISE TO
DEFERRED TAX ASSETS
  Valuation of VAT receivable             $    14,890
                                          -----------
TOTAL                                     $    14,890

TEMPORARY DIFFERENCES THAT GIVE RISE TO
DEFERRED TAX LIABILITIES
                                          -----------
NET DEFERRED TAX ASSET (LIABILITY)        $    14,890
                                          ===========
</TABLE>

The  deferred  tax  assets  as at December 31, 2006, calculated at the effective
Russian  income  tax  rate  of  24%,  consisted  of  the  following:


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                    12/31/2005
                                    -----------
<S>                                 <C>
DEFERRED TAX ASSETS
  Valuation of VAT receivable       $     3,574
                                    -----------
TOTAL                               $     3,574

DEFERRED TAX LIABILITIES

                                    -----------
NET DEFERRED TAX ASSET (LIABILITY)  $     3,574
                                    ===========
</TABLE>

The  taxation charge for the year is different from that which would be obtained
by  applying  the  federal  US  statutory income tax rate to the net loss before
income  tax.  Below  is a reconciliation of theoretical income tax at 34% to the
actual  expense  recorded  in  the  Company's  income  statement:

<TABLE>
<CAPTION>
                                                     12/31/2006

                                                    ------------
<S>                                                 <C>
Income (Loss) before income tax                     $   388,753
Theoretical income tax (benefit) at statutory rate      132,176
Adjustments due to:
  Non deductible fair value
  compensation adjustment                                38,763
  Other permanent differences                          (113,031)
Change in income tax estimate                           (32,364)
                                                    ------------
INCOME TAX EXPENSE                                  $    25,544
                                                    ============
</TABLE>

At December 31, 2006 the Company had a net operating loss carry forward for the
purposes of US federal income tax of approximately $120,000.  No deferred tax
asset has been recorded because of the uncertainty of realization.  The carry
forward expires during the period from 2022 to 2024.


10.  PROPERTY,  PLANT  AND  EQUIPMENT

Property,  plant  and  equipment  as  of  December  31,  2006  consisted  of the
following:

<TABLE>
<CAPTION>
                           12/31/2005

                          ------------
<S>                       <C>

Computer equipment        $     2,281
Accumulated Depreciation       (1,563)
                          ------------
NET BOOK VALUE            $       718
                          ============
</TABLE>


                                       30
<PAGE>
11.  SHORT  TERM  BORROWINGS  FROM  RELATED  PARTIES

Borrowings from related parties of $77,925 as of December 31, 2006 are composed
of

          -    Advances  from  the  shareholders  as of December 31, 2006 in the
               amount  of  $62,925  represents  non-interest  bearing borrowings
               repayable  on  demand  to  finance administration of the New York
               office  of  the  Company.

          -    Borrowings  from  the former directors outstanding as of December
               31,  2006 represented the outstanding balance of $15,000 of short
               term  loans  obtained during the year ended December 31, 2002 and
               repayable  on  demand.

12.  SHORT  TERM  LOANS

Short-term loans as of December 31, 2005 were as follows:

<TABLE>
<CAPTION>
                                          %, CURRENCY      12/31/2006

                                      -------------------  -----------
<S>                                   <C>                  <C>

Thor United Corporation                 12%, US Dollars    $   335,000
Sberbank - revolving credit facility  14%, Russian Rubles
Sberbank - cash credit                16%, Russian Rubles
                                                           -----------
TOTAL                                                      $   335,000
                                                           ===========
</TABLE>

The short term loan obtained from Thor United Corporation is secured by Victoria
Industries`  common stock.  Proceeds of the loans were used mainly for immediate
working  capital  requirements.

Interest  expense for the year ended December 31, 2006 was accrued in the amount
of  $44,470  and  represents  the  weighted average interest rate of the pool of
loans.

13.  OTHER  CURRENT  LIABILITIES

Other accounts payable of $190,019 as of December 31, 2006 were mostly comprised
of $129,736 payable to Exintra and represents amounts of transportation, storage
and  other  expenses that are to be reimbursed by the Company in accordance with
Commission  agreement.

14.  COMMON  STOCK

There  is  75,000,000  common  shares  authorized  by  the Company`s Amended and
Restated  Certificate of Incorporation. We had 10,965,098 ordinary shares with a
par  value of $0.001 US dollar issued and fully paid, outstanding as of December
31,  2006.

The holders of ordinary shares have voting rights but no guarantee of dividends.
Distributable  profits  are  determined  on  the  basis  of  profits reported in
statutory  financial  statements of the Company's entities. These profits differ
from  profits  recorded  under  US  GAAP.

No  dividends  were  declared  or paid during the years ended December 31, 2006.


                                       31
<PAGE>
15.  RELATED  PARTIES

Related  parties  include  shareholders,  affiliates  and  entities under common
ownership,  over  which  the  Company  has the ability to exercise a significant
influence.

Transactions  with  related  parties  are  performed  on  terms  that  may  not
necessarily  be  available  to  unrelated  parties.

For  details  of  related party balances outstanding as of December 31, 2006 see
Notes  4,  6  and  11.

18.  COMMITMENTS  AND  CONTINGENCIES


LEASE  COMMITMENTS - The Company leases office space on a year by year basis and
its  outstanding  lease  commitments  as  of December 31, 2006, are presented as
follows:

<TABLE>
<CAPTION>
              12/31/2006
<S>           <C>
              -----------
Office lease  $    10,121
              ===========
</TABLE>

LITIGATION  -  The  Company  has  been  and continues to be the subject of legal
proceedings  and  adjudications  from  time  to  time,  none  of  which has had,
individually  or  in  the  aggregate,  a material adverse impact on the Company.
Management  believes that the resolution of all business matters will not have a
material  impact  on  the  Company's  financial  position  or operating results.

RUSSIAN  FEDERATION  TAX  AND  REGULATORY  ENVIRONMENT  -  The government of the
Russian  Federation  continues  to  reform  the  business  and  commercial
infrastructure  in  its  transition  to  a  market economy. As a result laws and
regulations  affecting  businesses continue to change rapidly. These changes are
characterized  by  poor  drafting,  different  interpretations  and  arbitrary
application  by  the  authorities. In particular taxes are subject to review and
investigation  by  a  number  of  authorities enabled by law to impose fines and
penalties.  While  the  Company  believes it has provided adequately for all tax
liabilities  based  on its understanding of the tax legislation, the above facts
may  create  tax  risks  for  the  Company.

19.  RISK  MANAGEMENT  POLICIES

The  main risks inherent to the Company's operations are those related to credit
risk  exposures,  market  movements  in  foreign  exchange rates and in interest
rates.  A  description  of the Company's risk management policies in relation to
those  risks  are  as  follows.

CREDIT  RISK  - The Company is exposed to credit risk which is the risk that one
party  to  a financial instrument will fail to discharge an obligation and cause
the  other  party  to  incur  a  financial  loss.

The Company structures the levels of credit risk it undertakes by placing limits
on  the  amount  of  risk  accepted  in  relation  to one customer, or groups of
customers.  Limits  on  the level of credit risk by customer are approved by the
Credit  Committee.


                                       32
<PAGE>
CURRENCY  RISK  -  Currency  risk  is  defined  as  the risk that the value of a
financial  instrument  will  fluctuate due to changes in foreign exchange rates.

The  Credit  Committee  sets  limits  on  the  level  of  exposure by currencies
(primarily  US  Dollar),  by  entities  and  in  total.

CONCENTRATION  OF SALES - Sales in excess of 5% to any one customer for the year
ended  December  31,  2006  were  as  follows:

<TABLE>
<CAPTION>
                12/31/2006

                -----------
<S>             <C>
Yun Chou        $ 7,721,626
Ladoga              276,102
Promtekhresurs      290,696
Other               123,454
                -----------
TOTAL           $ 8,411,971
                ===========
</TABLE>

Customers  are  Russian and Chinese operating companies involved in construction
and  lumber  trading.

Our  main  suppliers in excess of 5% over the cost of goods sold during the year
ended  December  31,  2006  were  as  follows:

<TABLE>
<CAPTION>
                   12/31/2006

                   -----------
<S>                <C>

Exintra            $ 4,978,997
Stroytransservice    1,829,091
Geomashproekt          346,516
Other                   20,290
TOTAL              $ 7,174,894
                   ===========
</TABLE>

INTEREST RATE RISK - Interest rate risk arises from the possibility that changes
in  interest  rates  will  affect  the  value  of  the  financial  instruments.

Currently,  the Company's management approach to the interest risk limitation is
borrowing  at  fixed  rates.

20.  CONCENTRATION  OF  BUSINESS  RISK

The  Company's  business  activities  are  currently  limited to lumber products
purchases  and  distribution  within  Russian  Federation  and  exports of these
products  to  China.  Laws and regulations affecting businesses operating in the
Russian  Federation  are  subject  to rapid changes and the Company's assets and
operations  could  be  at  risk  due  to  negative  changes in the political and
business  environment.


ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

The Company has engaged John A.  Braden and Company, PC ("John Braden") to audit
the  Company's  financial  statements  for the years ended December 31, 2006 and
December 31, 2005.  On January 1, 2007 John A. Braden & Co. P.C. merged with GLO
CPAs,  LLP.


                                       33
<PAGE>
During  the most recent fiscal year and any subsequent interim periods preceding
the  date  of  this  report  there  were  no:

---  ---------------------------------------------------------------------------
     (a)  disagreements  between  the  Company  and  GLO CPAs, LLC (GLO). on any
     matter  of  accounting  principles  or  practices,  financial  statement
     disclosure,  or  auditing  scope or procedure which, if not resolved to the
     satisfaction of GLO would have caused them to make reference to the subject
     matter  of  the  disagreement  or  disagreements  in  their  report  on the
     financial  statements  for  such  year;
---  ---------------------------------------------------------------------------
---  ---------------------------------------------------------------------------
     (b)  reportable  events  involving GLO. that would have required disclosure
     under  Item  304(a)(iv)(A)  of  Regulation  S-B;  or
---  ---------------------------------------------------------------------------
---  ---------------------------------------------------------------------------
     (c)  written  or  oral  consultations between the Company and GLO regarding
     either  the  specific  application  of accounting principles or the type of
     audit opinion that might be rendered on the Company 's financial statements
     that  was  considered  an  important  factor  by  the Company in reaching a
     decision as to an accounting, auditing or financial reporting issue, or any
     matter  that  was the subject of a disagreement or a reportable event, that
     would  have  required  disclosure  under Item 304 (a)(2) of Regulation S-B.
---  ---------------------------------------------------------------------------


                                       34
<PAGE>
ITEM  8A.  CONTROLS  AND  PROCEDURES

The  registrant's  Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as  defined in Rules 13a-14   (c) of the Securities Exchange Act of 1934) as of
December  31,  2005  and  2004  have  concluded that the registrants' disclosure
controls  and  procedures  are  adequate  and  effective to ensure that material
information  relating  to the registrants and their consolidated subsidiaries is
recorded,  processed , summarized and reported within the time periods specified
by  the  SEC'  s  rules  and forms, particularly during the period in which this
annual  report  has  been  prepared.

The  registrants'  principal  executive officers and principal financial officer
have  concluded  that  there  were  no  significant  changes in the registrants'
internal  controls  or  in  other  factors that could significantly affect these
controls  as  of  the  end  of  the  period covered by this report based on such
evaluation,  and  that  there  was  no  significant  deficiencies  or  material
weaknesses  in  the  registrant's  internal  controls.

PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

DIRECTORS  AND  EXECUTIVE  OFFICERS

All  directors  of  our company hold office until the next annual meeting of the
shareholders  or  until  their  successors  have been elected and qualified. The
officers  of our company are appointed by our board of directors and hold office
until  their  death,  resignation  or  removal  from  office.

<TABLE>
<CAPTION>
NAME                           POSITION              AGE  DATE FIRST ELECTED
                                                             OR APPOINTED
-----------------  --------------------------------  ---  --------------------
<S>                <C>                               <C>  <C>
Albert Abdoulline  Chief Executive Officer,           41  June 23, 2003
                   Chief Financial Officer
                   Director
Victor Kislinskii  Vice-President of Victoria         50  September, 15, 2003
                   Industries and Victoria
                   Resources, Chief Executive
                   Officer of Victoria Lumber
Irina Dementieva   Chief Financial Officer of         45  September 29, 2003
                   Victoria Lumber
Leon Golden        Independent Director of Victoria   39  September 8, 2003
                   Industries
</TABLE>

KEY  PERSONNEL

MR.  ALBERT  ABDOULLINE,  CEO  and  CFO  of  Victoria  Industries  and  Victoria
Resources.  Director  of  Victoria  Industries  and  Victoria  Resources.  Mr.
Abdoulline  has  over  14  years


                                       35
<PAGE>
experience  in  commodity-based  business  in Russia and Mongolia.  His business
acumen  enabled  him  to build businesses from scratch into successful concerns.
Since  1991,  Mr.  Abdoulline  has served in a number of companies exporting raw
materials  to  the  United  States,  the Netherlands and Germany.  In  1995  Mr.
Abdoulline founded a Siberia based importer of tractors, automobiles  and  spare
parts  of  Caterpillar  and  Komatsu  brands,  which were successfully  marketed
to  gold  and  timber  producers  in Russia and Mongolia. Through 1998-1999, Mr.
Abdoulline  founded a company engaged in gold mining in Russia and Mongolia that
successfully  mined  over  8,000 ounces of placer gold per year.  He received an
engineering  degree from Cheliabinsk Polytechnic Institute in 1987.  Albert also
studied  at  the  International  Business  School  at  the  State  Institute  of
International  Relations.

MR.  VICTOR  KISLINSKII,  Vice-President  of  Victoria  Industries  and Victoria
Resources.  Chief  Executive  Officer  of  Victoria  Lumber.  Has  over 15 years
experience  of  working  at mining and forestry enterprises in senior management
positions.  Victor  is a Russian certified securities specialist. Through 1998 -
1999  he  co-founded a Mongolian gold-mining company staffing 22 people. He is a
holder  of  a  technical  college  degree  in  mining engineering. Victor has an
in-depth experience in privatizations of various Russian industrial enterprises.
In  2003  he  graduated  from  the academy of Russian Entrepreneurs with Honors.

MS.  IRINA  DEMENTIEVA, CFO and Chief Accounting Officer of Victoria Lumber. Ms.
Dementieva has over 19 years financial experience including 4 years in a Russian
Central  Bank.  Since  1993,  Irina  served  as  the Chief Accounting Officer in
companies  involved in export-import trade with Europe and the USA. In 2003, she
was awarded a certificate of the Moscow School of Economics in the International
Accounting  Standards.

MR.  LEON  GOLDEN,  Independent  director of Victoria Industries, Inc. Mr.Golden
has  served on the board of Victoria Industries, Inc. as an independent Victoria
director since September 2003. Mr. Golden graduated from Brooklyn College with a
Bachelor  of  Arts  degree  in  Economics  in  1984. Mr. Golden received his CPA
designation in 92. Since graduation before joining Victoria Industries Inc., Mr.
Golden  has  provided  accounting,  tax and related advice to a number of US and
international  companies  focusing  on  procedures  and  internal  controls.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

The  Board of Directors has a Compensation Committee and an Audit Committee. The
Compensation  Committee  and  Audit  Committee currently consist of one director
Leon  Golden. Mr. Golden is an independent director based on Rule 4200(a)(15) of
the  NASD's listing standards. The Compensation Committee is also made up of Mr.
Golden.

The  purpose  of  the  Compensation  Committee  is  to  review  the  Company's
compensation  of  its executives, to make determinations relative thereto and to
submit  recommendations  to the board of Directors with respect thereto in order
to  ensure  such  officers and directors receive adequate and fair compensation.
The  Compensation  Committee  met  three times by teleconference during the last
fiscal  year.

During  the  fiscal  year  ending  December  31,  2006,  the Audit Committee was
responsible  for  the general oversight of audit, legal compliance and potential
conflict  of  interest  matters,  including  (a) recommending the engagement and
termination  of  the  independent  public  accountants  to  audit  the financial
statements  of  the  Company,  (b)  overseeing  the  scope  of


                                       36
<PAGE>
the  external  audit  services,  (c)  reviewing  adjustments  recommended by the
independent  public  accountant  and  addressing  disagreements  between  the
independent  public  accountants  and  management, (d) reviewing the adequacy of
internal  controls and management's handling of identified material inadequacies
and  reportable conditions in the internal controls over financial reporting and
compliance  with  laws  and  regulations, and (e) supervising the internal audit
function,  which  may  include  approving  the  selection,  compensation  and
termination  of  internal  auditors.  The  Audit  Committee  met  few  times  by
teleconference  during  2006.

For  the  fiscal  year ended December 31, 2006, the Board of Directors conducted
discussions  with  management  and  the  independent  auditor  regarding  the
acceptability  and  the quality of the accounting principles used in the reports
in  accordance  with  Statements  on  Accounting  Standards  (SAS) No. 61. These
discussions included the clarity of the disclosures made therein, the underlying
estimates and assumptions used in the financial reporting and the reasonableness
of  the  significant  judgments  and management decisions made in developing the
financial  statements.  The  Audit Committee also discussed the other items with
the  auditors  required  by  SAS  No.  61  as amended. In addition, the Board of
Directors  discussed  with  the  independent  auditor the matters in the written
disclosures  required  by  Independence  Standards  Board  Standard  No.  1.

For  the  fiscal  year  ended  December  31,  2006,  the Board of Directors have
also  discussed  with  management and its independent auditors issues related to
the  overall  scope  and  objectives  of  the  audits  conducted,  the  internal
controls  used  by  the  Company, and the selection of the Company's independent
auditor.  Additional  meetings  were  held  with  the  independent auditor, with
financial  management  present,  to  discuss  the  specific  results  of  audit
investigations  and  examinations  and the auditor's judgments regarding any and
all  of  the  above  issues.  No significant issues were raised as the result of
those  discussions.

Pursuant  to the reviews and discussions described above, the Board of Directors
recommended  that  the  audited  financial  statements be included in the Annual
Report  on  Form  10-KSB  for the fiscal year ended December 31, 2006 for filing
with  the  Securities  and  Exchange  Commission.

AUDIT  COMMITTEE  FINANCIAL  EXPERT

Our  Board  of  Directors  has  determined  that  Mr.  Leon  Golden is an "audit
committee  financial  expert".  Members  of  our Audit Committee are independent
under  SEC  Rule  10A-3.

CODE  OF  ETHICS

The  Company  has  adopted its Code of Ethics and Business Conduct for Officers,
Directors  and  Employees  that  applies  to  all of the officers, directors and
employees  of  the  Company.

COMPLIANCE  WITH  SECTION  16(b)  OF  THE  EXCHANGE  ACT

Based  solely  on  our review of Forms 3, 4, and 5, and amendments thereto which
have  been  furnished  to us, we believe that during the year ended December 31,
2004 and 2003 all of our officers, directors, and beneficial owners of more than
10% of any class of equity securities, timely filed, reports required by Section
16(a)  of  the  Exchange  Act  of  1934,  as  amended.


                                       37
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

During 2006 the Company did not pay our senior management any material salaries.
Actual  salaries  were  based  on  nominal rates. The Company estimates the fair
value  of  the  management  compensation  for  the  periods  of their respective
services  as  follows:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION       FAIR   ACTUAL  FAIR VALUE
                                 VALUE   SALARY  ADJUSTMENT
-------------------------------  ------  ------  ----------
<S>                              <C>     <C>     <C>
Albert Abdouline                 19,763       -      19,763
CEO, CFO of Victoria Industries

Victor Kislinsky                 30,000  11,000      19,000
CEO, Victoria Lumber
-------------------------------  ------  ------  ----------
Total                            49,763  11,000      38,763
===============================  ======  ======  ==========
</TABLE>

In  order to bring  the amount of the 2006 management compensation in line  with
its  fair  value,  the  Company recognized an additional compensation expense of
$38,763  that represented the fair value adjustment. The Company expects pay the
senior  management  market-based  salaries if and when the scope of our business
justifies  such  salaries.  The  Company  has  not  entered  into any definitive
compensation  agreements with its senior management. There were no stock options
outstanding  as  at  December  31,  2006.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  tables  sets  forth,  as  of  January 11, 2007 the number of and
percent  of  our  common  stock  beneficially  owned  by  (a)  all directors and
nominees,  naming  them,  (b)  our  executive  officers,  (c)  our directors and
executive  officers  as  a group,  without  naming  them,  and  (d)  persons  or
groups  known by us to own beneficially  5%  or  more  of our common stock. Each
person has sole voting and investment power with respect to the shares of common
stock, except as otherwise indicated.  Beneficial ownership consists of a direct
interest  in  the  shares  of  common  stock,  except  as  otherwise  indicated.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER               AMOUNT OF   PERCENT OF
                                                  BENEFICIAL      CLASS
                                                   INTEREST
------------------------------------------------  -----------  -----------
<S>                                               <C>          <C>

Inverness, Inc.                                    4,048,805         36.9%
556 Main Str., Hunkins Plaza
Charlestown, Nevis

Stockwell, Inc.                                    3,775,494         34.4%
556 Main Str., Hunkins Plaza
Charlestown, Nevis


                                       38
<PAGE>
High Peaks Corporation                               935,644          8.5%
556 Main Str., Hunkins Plaza
Charlestown, Nevis

Mr. Victor Kislinskii                                754,088          6.9%
65 Bratiev Kashirinykh Str.
Cheliabinsk, Russia

Mr. Albert Abdoulline                                100,792          0.9%
56A Komsomolsky Prospekt, Apt. 3,
Cheliabinsk, Russia, 454138

All executive officers and directors as a group      854,880          7.8%
(2 persons)
</TABLE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Except  as  discussed  above  and  below,  there  have  been no transactions, or
proposed  transactions, which have materially affected or will materially affect
us  in  which  any director, executive officer or beneficial holder of more than
10%  of  the  outstanding  common  stock,  or any of their respective relatives,
spouses,  associates  or affiliates, has had or will have any direct or material
indirect  interest.

As  at the date of this annual report, we do not have any policies in place with
respect  to  whether  we  will enter into agreements with related parties in the
future.

ITEM  13.  EXHIBITS  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  FORM 8-K

REPORTS  ON  FORM  8-K

Amended Form 10KSB/A -- Optional form for annual and transition reports of small
business  issuers  [Section  13  or  15(d),  not  S-B  Item  405].


                                       39
<PAGE>
The  following  Consolidated  Financial  Statements  pertaining  to  Victoria
Industries  are  filed  as  part  of  this  annual  report:

Report  of  Independent Registered Public Accounting Firm - GLO CPAs LLP for the
year  ended  December  31,  2006

Consolidated  Balance  Sheet  as  of  December  31,  2006

Consolidated  Statements  of Changes in Stockholders' Equity for the years ended
December  31,  2006  and  2005

Consolidated  Statement of Operations and Comprehensive Loss for the years ended
December  31,  2006  and  2005

Consolidated  Statements of Cash Flows for the years ended December 31, 2006 and
2005

Notes  to  the Consolidated Financial Statements for the year ended December 31,
2006


EXIBITS  REQUIRED  BY  ITEM  601  OF  REGULATION  S-B

Articles of Incorporation and Corporate Charter of the Registrant* (incorporated
by  reference  from our Registration Statement on Form 10-SB filed on October 4,
2000)

By-laws  of  the  Registrant*  (incorporated  by reference from our Registration
Statement  on  Form  10-SB  filed  on  October  4,  2000)

Exhibit 31 - Section 302 Certification
Exhibit 32 - Section 906 Certification

* Previously filed as an exhibit to the Company's Form 10-SB filed on October 4,
2000

*  CERTAIN  PARTS  OF  THIS DOCUMENT HAVE NOT BEEN DISCLOSED AND HAVE BEEN FILED
SEPARATELY  WITH  THE  SECRETARY,  SECURITIES  AND  EXCHANGE  COMMISSION, AND IS
SUBJECT  TO  A  CONFIDENTIAL  TREATMENT  REQUEST  PURSUANT  TO RULE 24B-2 OF THE
SECURITIES  ACT  OF  1934.


SUBSIDIARIES:

Victoria  Resources  Inc.
Victoria  Lumber  LLC
Coptent  Trading  Ltd

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT  FEES


                                       40
<PAGE>
The  Audit Fees for year 2006 were for services associated with the consolidated
U.S.  GAAP  audits  and reviews of the applicable quarterly reports and offering
memoranda  rendered  for the Company by Independent Registered Public Accounting
Firm  -  John  A.  Braden  &  Co.  P.C.  (now  GLO)

AUDIT-RELATED  FEES

During 2006, we have not paid any Audit-Related Fees.

TAX  FEES

The  Tax  Fees  for 2006 were mainly for services associated with tax compliance
and  other  tax  consulting  services.

AUDIT  COMMITTEE  PRE-APPROVAL  POLICIES  AND  PROCEDURES

The  Sarbanes-Oxley  Act of 2002 required us to implement a pre-approval process
for  all engagements with our independent public accountants. In compliance with
Sarbanes-Oxley  requirements  pertaining  to  auditor  independence,  our  Audit
Committee  pre-approves  the  engagement  terms and fees of John A. Braden & Co.
P.C.(Now  GLO)  for  all  audit  and non-audit services, including tax services.

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.

Date:  March 28, 2007                   Victoria  Industries,  Inc.

                                   /S/
                                   ---------------------------------
                                   Albert Abdoulline
                                   President


                                       41