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

                                   FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

[ ]  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 601, 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            No  X
          -------      -------

There  are disclosures of delinquent insider reports (Item 405 of Regulation S-K
or S-B) contained in the form, and whether such disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements (incorporated by reference in Part III of the Form 10-KSB. [ ]

Revenues for registrant's most recent fiscal year: $2,164,534

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates as of July 28, 2005 within past 60 days: $ 3,289,527

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  July  28,  2005.

Documents incorporated by reference: None


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


                                     Part I.

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .


<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., "Group" 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".


<PAGE>
COMPANY OVERVIEW

Victoria Industries, Inc. was incorporated on January 25, 2000 under the laws of
the  State  of  Nevada. Prior to 2003, Victoria Industries, Inc. was regarded as
"pre-revenue"  or  "development  stage  company"  and was involved in businesses
unrelated  to  the current operations. All interest in prior businesses has been
disposed  of prior to the periods covered in the current report. As 2003 was the
first  year  in which material revenues were recognized, the management believes
that  Victoria  Industries,  Inc. should no longer be regarded as a "development
stage  company".

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.

In  2003,  the  Company  established one US subsidiary, Victoria Resources, Inc.
(100%),  and two Russian subsidiaries, Victoria Siberian Wood (Victoria Sibwood)
and  Victoria  Lumber.  Victoria  Sibwood  is  51%  owned  by the Company's 100%
subsidiary,  Victoria  Resources,  Inc.  and  49%  owned  by  a  third  party,
Tomlespromivest  LLC, a Russian production entity, respectively. Victoria Lumber
is  a  wholly  owned subsidiary of Victoria Resources, Inc. In 2004 the Company,
due  to  unresolved disputes with the minority shareholder, 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,  2004 and 2003, the Company recognized gross
consolidated  revenue  of $2,164,534 and $487,851, respectively, and net loss of
$92,321  and  $138,867.

The  Company  has identified the following forestry products currently in demand
on  the  Russian  and  Chinese market: different sort and rounds of pine, larch,
silver  fir logs, sawn lumber, timber construction materials such as glued board
and  glued  beams,  flooring and furniture parts. Also, during the quarter ended
June  30, 2005, unaudited sales of the Group amounted to approximately $800,000.


<PAGE>
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  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 coupled 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. At present, we do not have long-term
contracts  with any of our suppliersIn accordance with EITF 99-19, we recognize
revenues  on  gross  basis.

We  receive  the  title  for  the  purchased goods once we receive a copy of the
shipment  waybill from the supplier. 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.

In  September  2003,  the  Group  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

In  December  2003 the Group's subsidiary, Victoria Resources, Inc., contributed
$300,000  into  the establishment of new 100% owned subsidiary, Victoria Lumber,
LLC,  based  in  Cheliabinsk,  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, sawlog,
lumber.


<PAGE>
VICTORIA  SIBERIAN  WOOD,  LLC

In  December  2003  Victoria  Resources,  Inc.,  together  with the third party,
Tomlespromivest  LLC,  Russian  production  enterprise, contributed $263,117 and
$252,799,  respectively,  into  the  foundation of new entity, Victoria Siberian
Wood,  LLC,  (VSW) which represented 51% and 49%, respectively. In February 2004
the  Group  and  minority  shareholder,  Tomlesprominvest  LLC,  registered  the
increase  in  Victoria  Siberian  Wood,  LLC share capital to $1,000,000 with no
change  in 51%:49% respective ownership structure. In the first part of 2004 the
Group  contributed  the additional $247,433  in order to comply with new capital
structure. As of June 30, 2004 the minority shareholder did not contribute their
share  of  the  additional  capital increasing Group's actual shareholding up to
67%.

VSW,  LLC, was based in Novosibirsk, Russia, and was established for the purpose
of trading in forestry products both in Russia and internationally.  Because the
joint  venture partner had not contributed their share of the additional capital
and  other  operational difficulties including the likelihood of  future losses,
the  company  determined  it  to  be in the best interest of the shareholders to
terminate the relationship with VSW.  As of December 31, 2004 the Group sold its
shareholding for the amount of total equity invested adjusted for changes in the
valuation  of the Russian Ruble, $551,377, in exchange for an interest free long
term  note  with  a  related  party  OOO  TK  Promtekhresurs, payable in 8 equal
quarterly  installments starting from September 30, 2005. The note is secured by
the  interest  in  VSW  and certain real estate in Cheliabinsk, Russia.  The net
discounted  amount  of $524,235 is equal to the Company's share in net assets of
Siberian Wood LLC and approximates the Company's total investment in the venture
without  regard  to its losses incurred. The Company believes this approximation
equals  to  what  that  could  be  negotiated  with  a  third  party based on an
arms-length  transaction  terms.

COPTENT  TRADING  LTD  -  100%

In April 2004 the Group'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
marketing  and  administration functions for lumber sales on the Chinese market.

Coptent  Trading  Ltd and Victoria Lumber LLC purchase different sort and rounds
of  pine, larch, silver fir logs from small and medium size Russian producers in
Lesosibirsk,  Kharik, Irkutsk, Jida and Chita based on DAF (Coptent Trading Ltd)
and  EXW  (Victoria Lumber LLC) terms and sale it to Chinese companies on custom
Dzamin-Uud/ Erlyan and Zabaykalsk / Manzhuaria. Route to Dzamin-Uud/ Erlyan goes
through  Mongolia. Sales are done both through Coptent Trading Ltd. and Victoria
Lumber  LLC  to diversify risks of nonpayment and untimely shipments and monitor
efficiency  of  transportation  costs  of  logs.

The  Company  has  identified  a  number  of additional export opportunities for
forestry products originating from Russia. The main destinations of such exports
include the United States, Japan, South Korea and Western Europe. The Company is
conducting 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.

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. During the initial
period  the  main  operating  costs  incurred  by  the  Company  will consist of
purchasing  costs,  in-land transportation expenses if products are delivered on
EXW  basis  and  commissions.


<PAGE>
REGULATIONS  GOVERNING  RUSSIAN  PARTNERSHIPS

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  partners,  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  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  common  shares.  Any  dividends  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 every quarter of a
year.

TAXATION

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.   20%  value  added  tax  (established pursuant to Chapter 21 of the Tax
          Code  of Russia), applicable only to domestic sale of goods in Russia.
          Starting  from  January 1, 2004 the VAT rate was reduced to 18%. There
          is  no  value  added  tax  on  goods  exported  from  Russia;

     2.   Income  tax  of  24% consisting of 6% federal income tax, 16% regional
          income  tax  and 2% local 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  35.6%  of  the  gross payroll;


<PAGE>
     5.   Export  duty  for  timber products is approximately 5% of the contract
          value;

     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 601, 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 Cheliabinsk, Ural region of Russia.
Monthly rent paid for our office in Cheliabinsk is around $700 that approximates
the  price  that  could  be  negotiated  in  an  arms  length  transaction.

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.

ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No matters were submitted to a vote of our security holders during the year
ended December 31, 2004 and 2003.


<PAGE>
                                    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"  since.  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>
                        ------------------  -----  -----
                        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
                        ------------------  -----  -----

                        ------------------  -----  -----
                        December 31, 2003   $0.40  $0.20
                        ------------------  -----  -----
                        September 30, 2003  $0.12  $0.04
                        ------------------  -----  -----
                        June 30, 2003       $3.50  $0.90
                        ------------------  -----  -----
                        March 31, 2003      $1.20  $1.00
                        ------------------  -----  -----
</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.

As  of  July  28,  2005 we had 10,965,090 shares of common stock outstanding and
approximately  70  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.


<PAGE>
Equity  Compensation  Plan  Information

Prior  to  the January 1, 2003 the Group established a Stock Option Plan. During
the  year  ended  December 31, 2003, all outstanding options were cancelled as a
result  of the change of control. At December 31, 2003 and 2004, no options were
outstanding.

Changes  in  Securities

On  September  19,  2003,  the  Company filed a Definitive Information Statement
pursuant  to Section 14(c) of the Act reporting the 10-1 reverse stock split for
all  the Company's outstanding shares, effective as of the date of such filling.
The  action  was approved by a majority of shareholders in writing but without a
meeting  of shareholders pursuant to the Nevada Revised Statutes Chapter 78. The
Company's outstanding shares were 5,868,500 before the reverse split, and become
586,850  as  a  result  of  the  share  consolidation  becoming  effective.


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

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
----------------------------------------------

RESULTS  OF  OPERATIONS

In  2002  we began to refocus our efforts in seeking new business opportunities.
Prior  to 2003, the Company was regarded as "pre-revenue" or "development stage"
company.  Revenues  recognized  for  the  years ended December 31, 2004 and 2003
amounted  to  $2,164,534 and $487,851. Cost of sales for the respective periods,
2004  and  2003,  consisted  mainly of purchased logs and transportation cost in
amounts  of  $1,883,639  and  $451,046.

The  significant  increase  in sales for 2004 in comparison with 2003 was mostly
due  to  the  increased  volumes  of pine, larch and plywood in amounts of 6,165
(2003: 1,953) cubic meters; 256,051(2003: 1,400) cubic meters and 188,485 (2003:
78,711)  square meters, respectively, which translate into increased revenues of
$611,524  (2003:  $52,536)  ,  $182,335  (2003:  $51,447)  and $1,094,951 (2003:
$347,063),  respectively.

Cost  of  sales  in  2004  (2003) consisted primarily of pine, larch and plywood
purchase  costs  and  transportation  amounting  to  $503,375  (2003:  $52,536);
$143,126  (2003:  $51,447)  and  188,485  (2003:  $347,063)  respectively.

The  relatively  low  gross  margin  has  been  caused  by, on average, a 10-15%
discount  to the prevailing market price that we provided to our customers in an
effort to aggressively enter the marketplace. We expect to gradually reduce this
discount as we establish our reputation on the market. No assurance can be given
as  to  when  and  if we become an established supplier and as to whether or not
this  would  allow  us  to  sell  at prevailing market prices. We also expect to
secure  better  terms  from  our  suppliers, which may further improve our gross
margin  in  the  future.  There  is no assurance as to when and if these will be
achieved.


<PAGE>
In  order  to  establish  its reputation in the market, the Group had to provide
attractive  credit  terms  to  suppliers  and customers resulting in substantial
prepayment  and  account  receivable  balances  of  $226,949  and  $141,961,
respectively.

During  the  years ended December 31, 2004 and 2003, we incurred total operating
expenses  of  $324,487  and  $171,336,  respectively,  consisting  mainly  of
compensation ($99,856 and $83,748, respectively), professional fees ($24,440 and
$63,281,  respectively),  and  sales,  general  and  administrative  expenses,
($200,072  and  $22,757,  respectively).

Compensation  expense  for  2004  and  2003  includes $99,856 and $75,457 of the
imputed  value  of services provided by the Directors for which no fees are due.
These  amounts  have  been  recorded  as  additional  capital  contributions.

Sales, general and administrative expenses for the years ended December 31, 2004
and  2003  include  storage  and  office  rent  expense  of $47,070 and $20,581,
transportation  costs of $105,952 and $none, general payroll and payroll related
taxes  of  $33,271  and  $none  respectively.

Long  term  assets  of the Group as of December 31, 2004 were represented by the
long  term related party receivable and property, plant and equipment in amounts
of  $524,235  and  $739,  respectively.

In  August 2004 the Group decided to dispose of its 51% shareholding in Siberian
Wood  LLC.  As of December 31, 2004 the Group signed an agreement with a related
party  TK  Promtekhresurs  to  transfer its interest in exchange for an interest
free  note  in  the  principal  amount  of  $551,377,  repayable  in eight equal
installments  starting  from September 30, 2005. The net recovered amount of the
investment  has  been  discounted at 3.165%, the estimated cost of capital as of
December  31,  2004.  The  net  discounted  amount  of  $524,235 is equal to the
Company's  share  in  net  assets  of  Siberian  Wood  LLC  and approximates the
Company's  total  investment  in  the  venture.  The  Company  believes this net
receivable  approximates  what that could be negotiated with a third party based
in  an  arms-length  transaction  terms.

Professional  fees expenses in 2004 and 2003 were mostly consisted of audit fees
of  $20,840  and  $37,421,  tax and legal fees of $3,600 and  $10,000 and filing
fees  of  $none  and  :$15,860.  Professional fees were required to maintain the
Group's  status  as  a  publicly traded company plus fees required to set-up the
current  infrastructure  including  the  New York subsidiary Victoria Resources,
Inc,  Cyprus  subsidiary  Coptent  Trading,  Ltd  and two Russian subsidiaries -
Victoria  Siberian  Wood  and  Victoria  Lumber.

Depreciation  and  amortization  expense  in  2004 and 2003 amounted to $119 and
$1,550,  respectively.

Current  liabilities  of the Group as of December 31, 2004 were mainly consisted
of  trade  payable  in  amount  of  $76,526,  short term borrowings from related
parties  of  $77,925  and  other  accounts  payable  of  $19,491.

There were no long term liabilities as of December 31, 2004.

All  accounts  receivable  as  at  December  31, 2004 represented trade accounts
receivables  for  the  dispatched  saw  logs.  Based on the contracts terms with
customers  and on the Group's management estimates no provision for the doubtful
debt  is  required,  all  outstanding  amounts  are  recoverable.

The  continuation of the Group is dependent upon achieving a profitable level of
operations,  expanding  the  Group's  business,  continuing financial support of
creditors  and stockholders as well as obtaining long-term financing. Management


<PAGE>
plans  to  raise  equity capital to finance the current cash requirements of the
Group. Capital raised will be used to expand current operations, finance working
capital  and acquire fixed assets. While the Group is expending its best efforts
to  achieve  the  above plans, there is no assurance that any such activity will
generate  funds  that  will  be  available  for  operations. If the Group is not
successful  in  raising financing the Group's expected business expansion may be
slowed  down or may not materialize at all. Additionally, the Group may lose its
current  business,  which  may  lead to significant curtailment or suspension of
operations.

In  December  2003  Victoria  Resources,  Inc.,  together  with the third party,
Tomlespromivest  LLC,  Russian  production  enterprise, contributed $263,117 and
$252,799,  respectively,  into  the  foundation of new entity, Victoria Siberian
Wood,  LLC, which represented 51% and 49%, respectively. Victoria Siberian Wood,
LLC,  was  based  in Novosibirsk, West Siberian region of the Russian Federation
and  was  established  for  the  purpose of trading in forestry products both in
Russia  and  internationally.

In  February  2004  the  Group  and  minority shareholder, Tomlesprominvest LLC,
registered  the increase in Victoria Sibwood, LLC share capital up to $1,000,000
with  no  change in 51%:49% respective ownership structure. In the first part of
2004  the  Group  contributed an additional $247,433 in order to comply with new
capital  structure.  As  of  June  30,  2004  the  minority  shareholder did not
contribute  their  share  of  the  additional  capital increasing Group's actual
shareholding  up  to  67%.

In August 2004 the Group decided to terminate its' interest in Victoria Siberian
Wood,  LLC,  due  to  unresolved  disputes  with the minority shareholder. As of
December  31, 2004 the Group transferred its shareholding at the amount of total
equity  invested  adjusted  to  the valuation of the Russian Ruble, $551,377, in
exchange  for  an  interest  free  long  term note with the related party OOO TK
Promtekhresurs.  This  transaction  has  been valued at the discounted amount of
future receivable.  The related parties have also pledged certain real estate in
Chelyabinsk,  Russia  as  additional  collateral  for  the  note.

In April 2004 the Group'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
marketing  and  administration functions for lumber sales on the Chinese market.

CAPITAL  EXPENDITURES

As  at  December  31, 2004 the Group did not have significant fixed assets as in
2004  it  operated  solely  as  a  trader  and  not  a  producer.

At  certain  stage  during  2005  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 Group will be
able  to  continue  successfully  in operating existence if the required capital
expenditures  are  not  made.


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

LIQUIDITY AND CAPITAL RESOURCES

Since  inception,  the Group has financed its operations from private financing.
The  Group began operations in 2003 and 2004 through its' subsidiary businesses,
Victoria  Siberian  Wood,  Victoria  Lumber  and  Coptent Trading Ltd. The Group
anticipates  continuing  losses  in  the  near  future  while  Victoria  Lumber
establishes  operations  in  Russia. As of December 31, 2004 the Group had total
current  assets  of  $586,860  and  total current liabilities of $185,412. As of
December 31, 2004 , the Group had cash balances of $14,752 and a working capital
surplus  of  $401,448.

GOING  CONCERN

These  financial  statements  have  been prepared on a going concern basis which
assumes that adequate sources of financing will be obtained as required and that
our  assets  will  be realized and liabilities settled in the ordinary course of
business.  Accordingly,  these  consolidated financial statements do not include
any  adjustments  related  to the recoverability of assets and classification of
assets  and  liabilities that might be necessary should we be unable to continue
as  a  going concern. In order for us to continue as a going concern, we require
additional  financing.  There can be no assurance that additional financing will
be  available  to  us  when  needed or, if available, that it can be obtained on
commercially  reasonable  terms.  If  we  are  not  able  to continue as a going
concern,  we  would likely be unable to realize the carrying value of our assets
reflected  in  the  balances set out in the preparation of financial statements.
There  is  substantial doubt about our ability to continue as a going concern as
we  are  just  commencing  operations  in  Russia  and  have  incurred recurring
operating  losses  since  our  inception.  Accordingly, our independent auditors
included  an  explanatory paragraph in their report on the December 31, 2004 and
2003  financial statements regarding concerns about our ability to continue as a
going  concern.  Our  financial  statements  contain additional note disclosures
describing  the  circumstances  that  lead to this disclosure by our independent
auditors.

CASHFLOW

Cash used in operating activities for the years ended December 31, 2004 and 2003
amounted to $388,097 and $692,455, respectively. Cash outflow for the year ended
December,  31 2004 and 2003 were primarily caused by the increase in inventories
of  $141,009  (2003: $78,340), accounts receivable of $175,865 (2003: $393,887),
prepaid  expenses  and  other current assets of $87,477 (2003: $141,961) and VAT
receivable and other taxes prepaid of $80,050 (2003: $6,303).


<PAGE>
Factors  contributing  into  the  decrease  use  of  cash  provided by financing
activity  in 2004 were increase in borrowings from related parties in the amount
of  $49,904.  In  2003  there  were  cash  funds  received  from  the  minority
shareholder,  Tomlespromivest  LLC,  and  new  Group's shareholders amounting to
$252,799  and  $1,037,824,  respectively,  to finance the Group's expansion into
newly  established  subsidiaries  within  the  forestry  business.

For  the  year  ended  December  31,  2003  the Group used $96,418 and $3,309 in
investing  activities  to  purchase  short-term  investments and gave short term
loans,  respectively.

INCOME TAXES, NET OPERATING LOSSES AND TAX CREDITS

Currently,  the Group is liable for the Russian income tax at the rate of 24% of
the  pre-tax  earnings  as  defined  by 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
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

For  revenue from product sales, the Group 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.


<PAGE>
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  Group  has  a  limited  operating  history  upon which an evaluation of its
prospects can be made. There can be no assurance that the Group will effectively
execute  its  business  plan  or  manage any growth of the business, or that the
Group'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 Group's products, the level of product and price
competition,  the  Group's  success  in  setting  up  and expanding distribution
channels,  and  whether  the  Group can control costs. Many of these factors are
beyond  the control of the Group. In addition, the Group'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.

LIMITED  PUBLIC  MARKET

The  Company's  Common  Stock is currently quoted on the NASD OTC Bulletin Board
under  the  ticker  symbol  VIIN.  As  of July 28, 2005 there were approximately
10,965,090  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 Group 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.


<PAGE>
A  number  of factors, beyond the Group's control and the effect of which cannot
be  accurately  predicted  may  affect  the  marketing  of  the  Group'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

In  2003  the Group transactions had thus far been entirely within Russia, while
in  2004  it  started trading to China. However, the future success of the Group
will  depend  in part on its ability to generate sales on international markets.
There  can  be  no  assurance,  however,  that  the  Group 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 Group'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. The Group has taken steps to mitigate these risks through joint ventures
with  domestic  Russian companies, but there can be no assurance in the adequacy
of  these  protection  measures.

Although  none  of  our  present officers or directors are 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  Group  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.

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.


<PAGE>
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  Group.

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  2004  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'S 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 publicly traded on the Over-the-Counter Bulletin
Board  service  of  the  National  Association  of  Securities Dealers, Inc. 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.  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


<PAGE>
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 Group 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 Group, 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.


<PAGE>
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, John A.
Braden  &  Company  , P.C., of the consolidated financial statements of Victoria
Industries,  Inc*,  and  its  subsidiaries  (the  "Group")  for  the years ended
December  31, 2004 and 2003 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.").

                                                       VICTORIA INDUSTRIES, INC.
                                               CONSOLIDATED FINANCIAL STATEMENTS

                                                      DECEMBER 31, 2004 AND 2003

Index

Report of Independent Registered Public Accounting Firm - John A. Braden & Co.
P.C.

Consolidated Balance Sheets

Consolidated Statements of Changes in Stockholders' Equity (Capital Deficit)

Consolidated Statement of Operations and Comprehensive Loss

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements


<PAGE>
                                                       VICTORIA INDUSTRIES, INC.
                         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE DIRECTORS AND STOCKHOLDERS OF VICTORIA INDUSTRIES, INC.:

We  have audited the consolidated balance sheet of Victoria Industries, Inc. and
subsidiaries  ("the  Company")  as  at  December  31,  2004,  and  the  related
consolidated  statements  of  operations  and  comprehensive  loss,  changes  in
stockholders'  equity  (capital  deficit)  and  cash flows for each of the years
ended  December  31,  2004 and 2003. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  consolidated  financial  statements.

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 consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as  evaluating  the  overall  consolidated  financial statement presentation. We
believe  that  our  audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  based  on  our  audits, the consolidated financial statements
referred  to  above  present  fairly, in all material respects, the consolidated
financial  position of Victoria Industries, Inc. as at December 31, 2004 and the
consolidated  results  of  operations and cash flows for each of the years ended
December  31,  2004  and 2003 in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the  Company has suffered recurring losses
from  operations. There is no assurance that lumber business that the Company is
involved  in  will  generate  sufficient  funds  that  will  be  available  for
operations.  The  Company's  limited  revenue  history, its dependence on narrow
customer  base  and  limited funding raise substantial doubt about the Company's
ability  to  continue  as a going concern. Management's plans in regard to these
matters  are  also  described in Note 1. The accompanying consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


John A. Braden & Company, PC

Houston, Texas
May 14, 2005


<PAGE>
<TABLE>
<CAPTION>
                                                                    VICTORIA INDUSTRIES, INC.
                                                                  CONSOLIDATED BALANCE SHEETS
                                                                    (EXPRESSED IN US DOLLARS)
                 ____________________________________________________________________________

                                                                                 DECEMBER 31,
                                                                                     2004
                                                                               --------------
<S>                                                                            <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents (Note 5)                                         $      14,752
    Accounts receivable (Note 6)                                                     120,453
    Related party receivable - current portion (Note 11)                             134,137
    VAT receivable and other taxes prepaids                                           54,248
    Inventories (Note 7)                                                              36,321
    Prepayments and other current assets (Note 8)                                    226,949

      Total current assets                                                           586,860
                                                                               --------------

Property, plant and equipment, net (Note 10)                                             739
Related party receivable (Note 11)                                                   390,098

                                                                               --------------
TOTAL ASSETS                                                                   $     977,697
                                                                               ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Short term borrowings from related parties (Note 12)                       $      77,925
    Accounts payable (Note 13)                                                        93,399
    Taxes payable                                                                        275
    Deferred tax liability (Note 9)                                                   11,195
    Other current liabilities (Note 14)                                                2,618

                                                                               --------------
      Total current liabilities                                                      185,412
                                                                               --------------

Commitments and Contingencies (Note 20)

Minority Interest                                                                          -

STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 10,965,090 shares issued and outstanding
    (Note 15)                                                                         10,965
    Additional paid-in capital                                                     1,749,878
    Accumulated deficit                                                             (980,279)
    Accumulated other comprehensive loss - foreign currency                           11,721

                                                                               --------------
Total stockholders' equity                                                           792,285

                                                                               --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $     977,697
                                                                               ==============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                       VICTORIA INDUSTRIES, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
                                 (EXPRESSED IN US DOLLARS, EXCEPT SHARE AMOUNTS)
________________________________________________________________________________


                                                  FOR THE YEARS ENDED
                                              DECEMBER 31,    DECEMBER 31,
                                                  2004            2003
                                             --------------  --------------
<S>                                          <C>             <C>
REVENUES                                     $   2,164,534   $     487,851

COST OF SALES                                   (1,883,639)       (451,046)
                                             --------------  --------------

                                                   280,895          36,805

OPERATING EXPENSES
Sales, general and administrative(Note 16)        (200,072)        (22,757)
Compensation (Note 17)                             (99,856)        (83,748)
Professional fees (Note 18)                        (24,440)        (63,281)
Depreciation and amortization                        ( 119)         (1,550)
                                             --------------  --------------

OPERATING LOSS                                     (43,592)       (134,531)

OTHER INCOME (EXPENSE)
Interest income (expense), net                       1,442           3,054
Foreign exchange (loss), net                        (7,703)         (8,559)
Other income (expense), net                        (28,606)         (2,045)
                                             --------------  --------------

LOSS BEFORE TAX AND MINORITY INTEREST              (78,459)       (142,081)

FOREIGN INCOME TAX (Note 9)                        (13,862)         (1,797)

MINORITY INTEREST                                        -           5,011
                                             --------------  --------------

NET LOSS                                           (92,321)       (138,867)
                                             --------------  --------------

Other comprehensive loss
  Foreign currency translation gain (loss)          45,645         (33,924)
                                             --------------  --------------

COMPREHENSIVE LOSS                           $     (46,676)  $    (172,791)
                                             ==============  ==============

BASIC DILLUTED (LOSS) PER SHARE              $      ( 0.01)  $       (0.15)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      10,965,090         932,791
</TABLE>


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

                                                            ADDITIONAL     ACCUMULATED                            TOTAL
                                     COMMON STOCK            PAID-IN          OTHER        ACCUMULATED         STOCKHOLDERS'
                                                             CAPITAL      COMPREHENSIVE     (DEFICIT)             EQUITY
                                 SHARES       AMOUNT                         (LOSS)                          (CAPITAL DEFICIT)
                               -----------  -----------  ---------------  ------------   -----------------   -----------------
<S>                           <C>           <C>          <C>              <C>            <C>                 <C>

DECEMBER 31, 2002                  586,850  $       587  $       547,119             -   $        (749,091)  $       (201,385)

Convertible notes converted
into shares                      8,320,000        8,320          823,680             -                   -            832,000
Other debt settled through
share issuance                   2,058,240        2,058          203,766             -                   -            205,824
Contributed services                     -            -           75,457             -                   -             75,457
Comprehensive (loss) for
the year                                 -            -                -  $    (33,924)                               (33,924)
Net loss for the year                    -            -                -                          (138,867)          (138,867)
                               -----------  -----------  ---------------  ------------   -----------------   -----------------

DECEMBER 31, 2003               10,965,090       10,965        1,650,022       (33,924)           (887,958)           739,105

Contributed services
(Note 18)                                -            -           99,856             -                   -             99,856
Comprehensive (loss)
for the year                             -            -                -        45,645                   -             45,645
Net loss for the year                    -            -                -             -             (92,321)           (92,321)
                               -----------  -----------  ---------------  ------------   -----------------   -----------------
DECEMBER 31, 2004               10,965,090  $ 10,965  -  $     1,749,878  $     11,721   $        (980,279)  $        792,285
                               ===========  ===========  ===============  ============   ==================  =================
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                              VICTORIA INDUSTRIES, INC.
                                                                   CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                              (EXPRESSED IN US DOLLARS)
                      _________________________________________________________________________________
                                                                       FOR THE YEARS ENDED
                                                                   DECEMBER 31,    DECEMBER 31,
                                                                       2004            2003
                                                                  --------------  --------------
<S>                                                               <C>             <C>
CASH USED IN OPERATING ACTIVITIES:
    Net loss from continuing operations for the period            $     (92,321)  $    (138,867)
    Adjustments to reconcile net loss from continuing
    operations to net cash in operating activities:
        Minority interest                                                     -           5,011
        Contributed services by shareholders                             99,856          75,457
        Deferred tax expense (credit)                                    12,493          (1,298)
        Depreciation                                                        119           1,550

Changes in current assets and liabilities:
        Net accrued interest (income), expense, net                           -          (3,054)
        (Increase) in accounts receivable                              (175,865)       (393,887)
        (Increase) in prepaid expenses and other current assets         (87,477)       (141,961)
        (Increase) in inventories                                      (141,009)        (78,340)
        (Increase) in VAT receivable and other taxes prepaids           (80,050)         (6,303)
        Increase (decrease) in accounts payable                          76,315          (3,792)
        Increase in taxes payable                                           275               -
        Increase in other accounts payable                                 (433)          3,051
                                                                  --------------  --------------

      NET CASH FLOWS FROM OPERATING ACTIVITIES                         (388,097)       (692,455)

CASH PROVIDED BY FINANCING ACTIVITIES:
    Borrowings received from (paid to) related parties                   49,904        (132,740)
    Proceeds on debt converted into common stock                              -         823,680
    Proceeds on debt settled by common stock                                  -         203,766
    Proceeds on common stock issued                                           -          10,378
    Cash inflow on subsidiary purchase (Note 4)                               -         252,799
                                                                  --------------  --------------

      NET CASH FLOWS FROM FINANCING ACTIVITIES                           49,904       1,157,883

CASH USED IN INVESTING ACTIVITIES:
    Short term loans given                                                    -         (96,418)
    Promissory notes purchased                                                -          (3,309)
    Purchase of property, plant and equipment                            (2,140)           (191)
                                                                  --------------  --------------

      NET CASH FLOWS FROM INVESTING ACTIVITIES                           (2,140)        (99,918)

Effect of exchange rate changes                                          21,849         (32,288)
                                                                  --------------  --------------
NET INCREASE (DECREASE) IN CASH:                                       (318,484)        333,222
CASH, AT THE BEGINNING OF THE PERIOD                                    333,236              14

                                                                  --------------  --------------
CASH, AT THE END OF THE PERIOD                                    $      14,752   $     333,236
                                                                  ==============  ==============
<FN>
Supplemental  cash  flow  disclosures:
     (1)  Income  Tax  paid  in  the amount of $ 1,369 and $46 in 2004 and 2003,
          respectively.
     (2)  Non-cash  operating  and investing activities: Conversion of 51% stake
          in  Victoria Siberian Wood LLC into the long term note due from OOO TK
          Promtekhresurs  -  $524,235  in  2004
</TABLE>


<PAGE>
1.   NATURE OF BUSINESS

     Victoria  Industries,  Inc.  was incorporated on January 25, 2000 under the
     laws  of  the State of Nevada. Prior to 2003, Victoria Industries, Inc. was
     regarded as a "development stage enterprise" and was involved in businesses
     unrelated  to  the current operations. All interest in prior businesses has
     been disposed of prior to the periods covered in the consolidated financial
     statements.  As  2003  was  the  first year in which material revenues were
     recognized,  the  management believes that Victoria Industries, Inc. should
     no  longer  be  regarded  as  a  "development  stage  company".

     Operations prior to 2003 have not been presented because of the substantial
     change  in  ownership  and  the change in the nature of business activities
     make  those  periods  irrelevant  to  full  disclosure.

     The  current  principal  activities  of  Victoria Industries, Inc. and its'
     subsidiaries  (collectively  referred to as the "Group") as of December 31,
     2004  were  as  follows:

<TABLE>
<CAPTION>
OPERATING ENTITY                PRINCIPAL ACTIVITY      COUNTRY OF    DECEMBER 31,
                                                       INCORPORATION      2004
                                                                        CONTROL %
---------------------------  ------------------------  -------------  -------------
<S>                          <C>                       <C>            <C>
Victoria Industries, Inc.    Holding company           United States             -
                                                       of America

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

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

Victoria Siberian Wood, LLC  Marketing and             Russian                   -
                             distribution of forestry  Federation
                             products

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


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

     The number of employees of the Group at December 31, 2004 was 10.

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

     GOING  CONCERN - These consolidated financial statements have been prepared
     on  a  going concern basis which assumes that adequate sources of financing
     will  be  obtained  as  required  and  that our assets will be realized and
     liabilities  settled in the ordinary course of business. Accordingly, these
     consolidated financial statements do not include any adjustments related to
     the  recoverability  of assets and classification of assets and liabilities
     that might be necessary should we be unable to continue as a going concern.


<PAGE>
     In  order  to  continue  as  a going concern, the Group requires additional
     financing.  There  can  be  no  assurance that additional financing will be
     available  to  us  when needed or, if available, that it can be obtained on
     commercially  reasonable  terms.  If the Group is not able to continue as a
     going  concern,  it would likely be unable to realize the carrying value of
     the  Group's assets reflected in the balances set out in the preparation of
     consolidated financial statements. There is substantial doubt about Group's
     ability  to continue as a going concern as it has just commenced operations
     in  Russia  and  has  incurred  recurring  operating  losses.

     Management plans to recover its' current losses through extensive marketing
     policy  and  flexible  shipment  terms being offered to its new clients for
     2005.  However,  there  is  no assurance these policies will be successful.


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).
     Russian  subsidiaries  of  the  Group  maintain their 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  Group's  Russian statutory accounting records, reflect
     adjustments  necessary  for  such  financial  statements to be presented in
     accordance  with  US  GAAP.

     The  accompanying  financial  statements  have been presented in accordance
     with  accounting  principles  generally  accepted  in  the  U.S.  Russian
     subsidiaries  of  the  Group  maintain  their accounting records in Russian
     Rubles  in  accordance with the accounting and reporting regulations of the
     Russian  Federation.  However,  the subsidiaries' financial statements have
     been  converted  to  U.S. GAAP for inclusion in these financial statements.

     USE  OF ESTIMATES AND ASSUMPTIONS - The preparation of financial statements
     in  conformity  with  generally  accepted  accounting  principles  requires
     management  to  make  estimates  and  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 Group 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,  2004  and  2003  were
     approximately  1  U.S.  dollar  to  27.7478  and  29.45,  Russian  rubles,
     respectively.  For the years ended 2004 and 2003, the average exchange rate
     for  1U.S.  dollar  was  28.808  and  30.66,  Russian rubles, respectively.


<PAGE>
     However,  as  the  Group commenced substantial trading operations in Russia
     only  in September 2003, the Group used the average exchange rate of 30.614
     during  September  -  December  2003  period.

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  Group,  directly or indirectly exercises control.
     Control  is  achieved where the Group has the power to govern the financial
     and  operating  policies of an investee 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 Group. 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 Group 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.

     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:

<TABLE>
<CAPTION>
<S>                                <C>
               Office Equipment    4 - 6 years
               Computer Equipment      3 years
</TABLE>

     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.


<PAGE>
     INVENTORIES - Inventories are stated at the lower of cost or net realizable
     value.  Cost  comprises  direct cost of products purchased, customs duties,
     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.

     TRADE  AND OTHER PAYABLES - Liabilities for trade and other amounts payable
     are  stated  at  their  nominal  value.

     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 uncollectable
     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  Group 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  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 Group 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.


<PAGE>
     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS - The Group'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 Group 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.

     STOCK  BASED  COMPENSATION  - The Group applies Accounting Principles Board
     ("APB")  opinion  No.  25,  "Accounting for Stock Issued to Employees", and
     related interpretations in accounting for stock option grants to employees.
     Under  APB 25, compensation cost is recognized for stock options granted to
     employees  at  prices below the market price of the underlying common stock
     on  the  date  of  grant.

     SFAS No. 123, "Accounting for Stock-Based Compensation", requires the Group
     to  provide  pro-forma  information regarding net income as if compensation
     cost  for  the Group's stock options had been determined in accordance with
     the  fair value based method prescribed in SFAS No. 123. The value of stock
     options  granted  to  consultants  is  recognized  in  these  consolidated
     financial statements as compensation expense using the Black-Scholes option
     pricing  model.  Compensation  expense  is  remeasured on a quarterly basis
     until  fully  vested  for  options  not  vested  on  the  grant  date.

     Certain  stock options granted prior to 2003 have been terminated (Note 21)
     and  the  Group  has no current plans to grant additional options. LOSS PER
     SHARE  -  Loss  per  share  is  computed  in  accordance with SFAS No. 128,
     "Earnings  Per  Share".  Basic loss per share is calculated by dividing the
     net loss 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  loss 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 Group 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  Group'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  Group  as  one  reportable  segment.


<PAGE>
     NEW ACCOUNTING PRONOUNCEMENTS - In December 2003, FASB issued a revision to
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of ARB No. 51" ("FIN 46R" or the "Interpretation"). FIN 46R
     clarifies  the  application  of  ARB  No.  51,  "Consolidated  Financial
     Statements,"  to certain entities in which equity investors do not have the
     characteristics  of  a  controlling  financial  interest  or  do  not  have
     sufficient  equity at risk for the entity to finance its activities without
     additional  subordinated  financial  support.  FIN  46R  requires  the
     consolidation  of  these  entities,  known  as  variable  interest entities
     ("VIEs"), by the primary beneficiary of the entity. The primary beneficiary
     is the entity, if any, that will absorb a majority of the entity's expected
     losses,  receive  a  majority of the entity's expected residual returns, or
     both.

     Among  other  changes,  the  revisions  of  FIN  46R  (a)  clarified  some
     requirements of the original FIN 46, which had been issued in January 2003,
     (b) eased some implementation problems, and (c) added new scope exceptions.
     FIN  46R  deferred  the  effective  date  of  the Interpretation for public
     companies,  to the end of the first reporting period ending after March 15,
     2004,  except  that  all  public  companies  must  at  a  minimum apply the
     provisions  of  the  Interpretation  to  entities  that  were  previously
     considered  "special-purpose  entities"  under the FASB literature prior to
     the  issuance  of  FIN  46R by the end of the first reporting period ending
     after  December  15,  2003.

     The Group is evaluating whether the adoption of FIN 46 will have a material
     impact on its financial position, cash flows and results of operations. The
     Group  did not enter into any transactions under the scope of FIN 46R after
     February  1,  2003.

     In  December  2003,  the  Securities Exchange Commission (SEC) issued Staff
     Accounting  Bulletin  (SAB)  No.  104, Revenue Recognition. SAB 104 updates
     portions  of  the  interpretive  guidance  included  in  Topic  13  of  the
     codification  of  Staff  Accounting  Bulletins  in  order  to  make  this
     interpretive  guidance consistent with current authoritative accounting and
     auditing  guidance  and SEC rules and regulations. The Group believes it is
     following  the  guidance  of  SAB  104.

4.   FOUNDATION AND DISPOSAL OF SUBSIDIARIES

     VICTORIA RESOURCES, INC. - 100%

     In  September 2003, the Group 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  Group's  subsidiary,  Victoria  Resources,  Inc.,
     contributed  $300,000  into the establishment of new 100% owned subsidiary,
     Victoria  Lumber,  LLC,  based  in  Cheliabinsk, 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  such  as  plywood.

     VICTORIA  SIBERIAN  WOOD,  LLC  -  51%

     In  December  2003 Victoria Resources, Inc., together with the third party,
     Tomlespromivest  LLC,  Russian  production enterprise, contributed $263,117
     and  $252,799,  respectively,  into  the foundation of new entity, Victoria


<PAGE>
     Siberian  Wood,  LLC, which represented 51% and 49%, respectively. Victoria
     Siberian  Wood,  LLC, was based in Novosibirsk, West Siberian region of the
     Russian  Federation  and  was  established  for  the  purpose of trading in
     forestry  products  both  in  Russia  and  internationally.

     In  February 2004 the Group and minority shareholder, Tomlesprominvest LLC,
     registered  the  increase  in  Victoria  Sibwood,  LLC  share capital up to
     $1,000,000 with no change in 51%:49% respective ownership structure. In the
     first  part  of  2004  the  Group  contributed further $247,433 in order to
     comply  with  new  capital  structure.  As  of  June  30, 2004 the minority
     shareholder  did  not  contribute  their  share  of  the additional capital
     increasing  Group's  actual  shareholding  up  to  67%.

     In  August  2004  the  Group  decided to terminate its interest in Victoria
     Siberian  Wood,  LLC,  due  to  unresolved  disputes  with  the  minority
     shareholder.  As  of  December  31,  2004  the  Group  transferred  its 51%
     shareholding  at  the  amount  of  total  equity  invested  adjusted to the
     valuation  of the Russian Ruble, $551,377, in exchange for an interest free
     long  term note with the related party OOO TK Promtekhresurs (See Note 11).
     This  transaction  has  been  valued  at  the  discounted  amount of future
     receivable.

     Net  assets  of the Siberian Wood LLC as of June 30, 2004 were comprised as
     follows:

<TABLE>
<CAPTION>
                                                 JUNE 30,
                                                   2004
                                               ----------
<S>                                           <C>
       Cash                                     $  36,144
       Accounts receivable                        581,131
       Inventory                                  183,028
       Property, plant and equipment                3,409
       Other accounts receivable                    2,489
       Accounts payable and other liabilities     (23,248)
                                                ----------

       100% of Net Assets                         782,953
       67% of Net Assets                          524,235

       Less Related party receivable (Note 11)
         At cost                                  551,377
         Net of imputed interest at 3,165%        (27,142)
                                                ----------
                                                  524,235

       NET GAIN ON DISPOSAL OF SIBERIAN WOOD    $       -
                                                ==========
</TABLE>

     The  note  is  receivable  in  8 equal quarterly installments, amounting to
     $68,922  starting  on  September  30,  2005.  The  Company believes the net
     current  amount  as of December 31, 2004 approximates the fair market value
     the  Company  could  have  negotiated  with  a  third  party  based  on  an
     arms-length  transaction.

     COPTENT  TRADING  LTD  -  100%

     In  April  2004  the Group'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.


<PAGE>
     DISCONTINUED  OPERATIONS

     The  operations  of  Victorian  Siberian  Wood  have  not  been reported as
     discontinued  operations.  Those  activities were substantially the same as
     the  continuing  business  of  the  Company  and  the company considers the
     disposal  to be a sale of assets in the normal course of business. From the
     perspective  of  the operations of the Company, it is no different than any
     change  in  a  vendor  or  representative.

5.   CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  as  of  December  31,  2004  consisted of the
     following:

<TABLE>
<CAPTION>
                             2004
                            -------
<S>                         <C>
     Cash in banks, in USD  $10,745
     Cash in banks, in RUR    4,007
                            -------
     TOTAL                  $14,752
                            =======
</TABLE>


6.   ACCOUNTS RECEIVABLE

     Accounts receivable as of December 31, 2004 consisted of the following:

<TABLE>
<CAPTION>
                        2004

                      --------
<S>                   <C>
     Dekra            $ 58,933
     Lesholding         22,163
     Levita             14,415
     Yon Chou            9,546
     DOK # 15            8,188
     Baikallesexport     5,406
     Arhipelag           1,802
                      --------
     TOTAL            $120,453
                      ========
</TABLE>

7.   INVENTORIES

     Inventories as of December 31, 2004 consisted of the following:

<TABLE>
<CAPTION>
                       2004

                      -------
<S>                   <C>
     Hardwood lumber  $36,321
                      -------
     TOTAL            $36,321
                      =======
</TABLE>

     As of December 31, 2004 hardwood lumber was valued at the lower of specific
     identification  cost  or  market.


<PAGE>
8.   PREPAYMENTS AND OTHER CURRENT ASSETS

     Prepayments  and  other current assets as of December 31, 2004 consisted of
     the  following:

<TABLE>
<CAPTION>
                                              2004

                                            --------
<S>                                         <C>
     Chitalesholding - lumber prepayment     126,689
     Yon Chou - lumber prepayment             48,386
     Exintra - lumber prepayment              37,977
     Advances given to employees              12,912
     Deltatransservice - lumber prepayment       914
     Stimul, LLC - lumber prepayment               -
     Novosibirsky, LLC - lumber prepayment         -
     Railroad charges                              -
     Other                                        71
                                            --------
     TOTAL                                  $226,949
                                            ========
</TABLE>

9.   INCOME TAX

     The  Group's provision for income tax for the years ended December 31, 2004
     and  2003  were  as  follows:

<TABLE>
<CAPTION>
                                   2004      2003

                                  -------  --------
<S>                               <C>      <C>
     Current tax                  $ 1,369  $ 3,095
     Deferred tax expense (gain)   12,493   (1,298)
                                  -------  --------
     TOTAL INCOME TAX CREDIT      $13,862  $ 1,797
                                  =======  ========
</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 year in the Group's deferred tax position is as follows:

<TABLE>
<CAPTION>
                                                     2004

                                                   ---------
<S>                                                <C>
     Net asset at the beginning of the year        $  1,298
     Charged to (expense) income for the year       (12,493)
                                                   ---------
     NET (LIABILITY) ASSET AT THE END OF THE YEAR  $(11,195)
                                                   =========
</TABLE>


<PAGE>
     The  tax  effect  on  the major temporary differences that give rise to the
     deferred  tax  assets  as  at  December  31,  2004  is  presented  below:

<TABLE>
<CAPTION>
                                             2004

                                           ---------
<S>                                        <C>
     DEFERRED TAX ASSETS
       Deferred expenses written off       $  1,552
       Difference in depreciable value of
       property, plant and equipment             38
     TOTAL                                    1,590

     DEFERRED TAX LIABILITIES                     -
       Accounts receivable accruals         (12,785)

     NET DEFERRED TAX ASSET                $(11,195)
                                           ---------
</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 Group's income statement:

<TABLE>
<CAPTION>
                                              2004        2003

                                           ---------  ----------
<S>                                        <C>        <C>
     (Loss) before income tax and
     minority interest                     $(78,459)  $(142,081)
     Theoretical income tax (benefit)
     at statutory rate                      (26,676)    (48,308)
     Adjustments due to:
         Non deductible fair value
         compensation adjustment             33,951      25,655
         Other permanent differences          6,587      24,450
                                           ---------  ----------
     INCOME TAX EXPENSE                    $ 13,862   $   1,797
                                           =========  ==========
</TABLE>

     At  December  31,  2004 the Group had a realizable net operating loss carry
     forward for purposes of US federal income tax of approximately $50,000. Tax
     losses  for periods prior to 2003 are severely limited due to the change in
     majority  ownership. No deferred tax asset has been recorded because of the
     uncertainty  of  realization.  The  carryforwards  expire  in  2024.


10.  PROPERTY, PLANT AND EQUIPMENT

     Property,  plant  and  equipment  as  of December 31, 2004 consisted of the
     following:

<TABLE>
<CAPTION>
                                2004
<S>                            <C>
                               -------
     Computer equipment        $1,233
     Accumulated Depreciation    (494)
                               -------
     NET BOOK VALUE            $  739
                               =======
</TABLE>


<PAGE>
11.  RELATED PARTY RECEIVABLE

     In August 2004 the Group decided to dispose of its shareholding in Siberian
     Wood  LLC  (See  Note  4).  As  of  December  31,  2004 the Group signed an
     agreement  with  a related party TK Promtekhresurs to transfer its interest
     in  exchange  for  an  interest  free note, $551,377, repayable as follows:

<TABLE>
<CAPTION>
                                  AT NET
                    AT COST   PRESENT VALUE
                    --------  --------------
<S>                 <C>       <C>
September 30, 2005  $ 68,922  $       67,330
December 31, 2005     68,922          66,807
                    --------  --------------
CURRENT PORTION      137,844         134,137

March 31, 2006        68,922          66,289
June 30, 2006         68,922          65,775
September 30, 2005    68,922          65,264
December 31, 2005     68,922          64,758
March 31, 2006        68,922          64,255
June 30, 2006         68,923          63,757
                    --------  --------------
TOTAL               $551,377  $      524,235
                    ========  ==============
</TABLE>

     The  net  recovered  amount of the investment has been discounted at 3% per
     annum,  the  estimated  cost  of  capital  as of December 31, 2004. The net
     discounted amount of $524,235 is equal to the Company's share in net assets
     of Siberian Wood LLC and approximates the Company's total investment in the
     venture.

     The  Company  believes  this  approximation  equals  to  what that could be
     negotiated  with  the  third  party based on arms-length transaction terms.


12.  SHORT TERM BORROWINGS FROM RELATED PARTIES

     Borrowings  from  related  parties as of December 31, 2004 consisted of the
     following:

<TABLE>
<CAPTION>
                                              2004

                                             -------
<S>                                          <C>
     Advances from the current shareholders  $62,925
     Former directors                         15,000
                                             -------
     TOTAL                                   $77,925
                                             =======
</TABLE>

     Advances from the shareholders as of December 31, 2004 in 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, 2004
     represented the outstanding balance of $15,000 of short term loans obtained
     during  the  year  ended  December  31,  2002  and  repayable  on  demand.


<PAGE>
13.  ACCOUNTS PAYABLE

     Accounts payable as of December 31, 2004 consisted of the following:

<TABLE>
<CAPTION>
                                     2004

                                   -------
<S>                                <C>
     Exintra - commission payable  $42,693
     BDO Dunwoody - audit fees      15,383
     Thomas Brown - legal fees      16,763
     BDO - Seidman                  13,273
     Other                           5,287
                                   -------
     TOTAL                         $93,399
                                   =======
</TABLE>

14.  OTHER CURRENT LIABILITIES

     Other payables as of December 31, 2004 consisted of the following:

<TABLE>
<CAPTION>
                             2004
                            ------
<S>                          <C>
     Payroll                 1,120
     Payroll related taxes     523
     Cenex Continental         975
                            ------
     TOTAL                  $2,618
                            ======
</TABLE>

15.  COMMON STOCK

     At  December  31,  2004 and 2003 the Company had 10,965,090 ordinary shares
     issued  and  fully  paid  with  a  par  value  of  $0.001  US  dollar.

     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 Group entities. These
     profits  differ  from  profits  recorded  under  US  GAAP.

     No dividends were declared or paid during the years ended December 31, 2004
     and  2003.


<PAGE>
16.  SALES, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general  and administrative expenses for the years ended December
     31,  2004  and  2003  consisted  of  the  following:

<TABLE>
<CAPTION>
                                        2004     2003

                                      --------  -------
<S>                                   <C>       <C>
     Transportation costs             $105,952        -
     Rent                               47,070  $20,581
     Payroll                            26,442        -
     Payroll related taxes               6,829        -
     Customs fees                        4,695        -
     Taxes, other than income tax        2,246      204
     Commission                          2,131        -
     Travel and promotion                  893        -
     Legal and professional services       329        -
     Bank services                         243        -
     Other                               3,242    1,972
                                      --------  -------
     TOTAL                            $200,072  $22,757
                                      ========  =======
</TABLE>

     Rent  is  payable  for  the  office  space  leased  from related parties in
     Cheliabinsk  city.  Rent  price is not materially different from that which
     could  have  been  negotiated  with third party based on arms length terms.

17.  COMPENSATION

     Compensation  expenses  for  the  years  ended  December  31, 2004 and 2003
     consisted  of  the  following:

<TABLE>
<CAPTION>
                                                      2004     2003
                                                     -------  -------
<S>                                                  <C>      <C>
     Fair value adjustment - executive
     compensation                                    $99,856  $75,457
     Other                                                 -    8,291
                                                     -------  -------
     TOTAL                                           $99,856  $83,748
                                                     =======  =======
</TABLE>

     Fair value estimation of the Group's executive compensation expense for the
     year  ended December 31, 2004 and 2003 was performed based on the available
     market  information  on  the comparable companies and subsequent employment
     agreements.

     Fair value adjustment on the executive compensation represents an excess of
     estimated  fair  value for services contributed over contractual salary and
     has  been  reflected  as  additional  paid  in  capital.


<PAGE>
18.  PROFESSIONAL FEES

     Professional  fees for the years ended December 31, 2004 and 2003 consisted
     of  the  following:

<TABLE>
<CAPTION>
                                       2004     2003

<S>                                   <C>      <C>
                                      -------  -------
     Audit                            $20,840  $37,421
     Tax and legal                      3,600   10,000
     Filing, other professional fees        -   15,860
                                      -------  -------
     TOTAL                            $24,440  $63,281
                                      =======  =======
</TABLE>

19.  RELATED PARTIES

     Related  parties include shareholders, affiliates and entities under common
     ownership,  over  which the Group 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, 2004
     see  Notes  4,  11,  12  and  17.

     Included  in income statement for the year ended December 31, 2004 and 2003
     not disclosed anywhere in the current consolidated financial statements are
     the  following  transactions  with  related  parties:

<TABLE>
<CAPTION>
                        2004   2003

                       -----  -----
<S>                    <C>    <C>
     Interest expense  $   -  $ 204
</TABLE>

20.  COMMITMENTS AND CONTINGENCIES

     LEASE  COMMITMENTS  -  The  Group's  outstanding  lease  commitments  as of
     December  31,  2004  are  presented  as  follows:

<TABLE>
<CAPTION>
                  2004

                 -------
<S>              <C>
     2005        $21,402
     2006              -
     2007              -
     2008- 2009        -
                 -------
     TOTAL       $21,402
                 =======
</TABLE>

     LITIGATION  -  The  Group 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 Group.
     Management  believes  that  the resolution of all business matters will not
     have  a  material  impact  on  the  Group'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


<PAGE>
     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 Group 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  Group.

21.  RISK MANAGEMENT POLICIES

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

     CREDIT  RISK  -  The Group 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 Group 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.  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. In 2004
     there  were  no  sales in excess of 20% to any one customer. Sales to major
     customers  for  the  year  ended  31  December  2003  were  as  follows:

<TABLE>
<CAPTION>
                        2003

                       --------
<S>                    <C>
     Sibles -N LLC     $132,158
     Snabresource LLC   354,006
                       --------
     TOTAL             $486,164
                       ========
</TABLE>

     Customers  are  Russian  and  Chinese  operating  companies  involved  in
     construction  and  lumber  trading. 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  Group  management
     approach  to  the  interest  risk  limitation  is borrowing at fixed rates.

22.  CONCENTRATION OF BUSINESS RISK

     The Group's business activities are within the Russian Federation. Laws and
     regulations  affecting  businesses  operating in the Russian Federation are
     subject  to rapid changes and the Group's assets and operations could be at
     risk  due  to  negative  changes in the political and business environment.


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

  Reg. SB 304 a (1) Previous Independent Accountants:

On April 21, 2005, Company decided to no longer engage BDO Unicon ("BDO Unicon")
as the Company's independent accountants. The decision to change accountants was
recommended  by  the Company's management and approved by the Company's Board of
Directors.  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, 2003 and December 31, 2004 effective May 11, 2005.

Additional information about this change was included in the Company's 2003 form
10KSB.

(a)  During the most recent fiscal year and any subsequent interim periods there
     were  no  written  or  oral  consultations  between the Company and John A.
     Braden  and  Company,  P.  C.  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 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.

     We  reported  the  above  changes in accountants on Form 8-K filed with the
     Securities  and  Exchange  Commission on April 28, 2005 (John A. Braden and
     Company,  P.  C.)  and  May  19,  2004  (BDO  Unicon).


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,  2004  and  2003  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.


<PAGE>
                                    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,         40  June 23, 2003
                     Chief Financial Officer
                     Director

Victor Kislinskii    Vice-President of Victoria
                     Industries and                   49  September, 15, 2003
                     Victoria Resources, Chief
                     Executive Officer
                     of Victoria Lumber

Nikolay Efimenko     President of Victoria Siberian
                     Wood                             54  November 10, 2003
                     CEO of Victoria Siberian
Tatiana Chernysheva  Wood                             47  September 8, 2003

Irina Dementieva     Chief Financial Officer of
                     Victoria Lumber                  44  September 29, 2003

Alexandra Shmakova   Chief Financial Officer of
                     Victoria Siberian Wood           39  September 8, 2003
Leon Golden          Independent Director of
                     Victoria Industries              38  September 8, 2003
</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 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.


<PAGE>
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.

MR.  NIKOLAY  EFIMENKO  -  President of Victoria Siberian Wood. Mr. Efimenko has
over 20 years experience in managing forestry-related businesses and is a figure
of prominence in East-Siberian forestry circles. Since 1994 to date, Nikolay has
been  serving  as  the  CEO  and President of Tomlespromivest LLC - a vertically
integrated  forestry holding involved in logging, processing, transportation and
wholesale  lumber  trade.  Tomlespromivest LLC employs 2500 staff in its various
subsidiaries in Tomsk region. During 1994-1996, Mr. Efimenko was a member of the
board  of Tomsk Regional Union of Forestry Producers. In 1973, Nikolay graduated
with  Honors  from  Novosibirsk  Energy  Institute  and  earned his Ph.D. at the
Siberian  Energy Research Institute. In 1995 he graduated from Novosibirsk State
Academy of Economics and Management with finance concentration. Mr. Efimenko has
authored  over  50  scientific  works  including  13  patents.

MR.  VALERY  ZHALOBIN,  Member of Victoria Lumber's Advisory Board. Mr. Zhalobin
advises  Victoria  Lumber  on all Operating issues including that of purchasing.
Valery  has  been  involved  in  the  forestry business for 28 years focusing on
logging  activities.  Since  1991 through 1998 he served as the Chief Technology
Officer  of  Cheliabinsk  Forestry Company. Mr. Zhalobin is a qualified forestry
engineer  who  received a diploma in forestry technology from the Urals Forestry
Institute  in  1963.

MR.  IVAN  KUZNETSOV,  Member  of  Victoria Lumber Advisory Board. Mr. Kuznetsov
advises  Victoria  Lumber  on  quality  issues.  He has over 25 years management
experience  in  forestry  and  lumber businesses of Eastern Siberia. Starting in
1997  he  served as a CEO of Handagailes, Ltd. in Buryatia. He is experienced in
supplying  high  quality  timber  to  Japan,  China and the European Union. Ivan
graduated  from  the  Ulan-Ude  forestry  college  in  Buryatia.

MR.  ANTON  PIVKIN, Member of Victoria Lumber Advisory Board. Mr. Pivkin advises
Victoria  Lumber  on its Sales Strategy. Mr. Pivkin is a young and dynamic sales
manager. In 2000 Anton graduated from the Urals Forestry Academy in Ekaterinburg
and  joined  a  one  of  the  biggest  local  harvesting  enterprise.

MS.  TATIANA  CHERNYSHEVA,  CEO of Siberian Wood, has over 24 years of financial
experience  10  years  of  which she worked as General Director in the number of
lumber  export  enterprises.  Starting  from  2003 she worked as CEO of Siberian
Wood.  She  was  graduated in 1979 from Novosibirsk Electro technical Institute.

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.

MS.  ALEXANDRA  SHMAKOVA,  CFO and Chief Accounting Officer of Victoria Sibwood.
Starting  from  2003  Alexandra  has  served  as the Chief Accounting Officer of
Tomlespromivest  LLC  - holding company with interests in forestry businesses in
Tomsk  region.  She has over 10 years experience working for timber exporters to
Europe  and  China.  In  2003  she  received certificate of the Moscow School of
Economics  in  the  International  Accounting  Standards.


<PAGE>
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 years ending December 31, 2004 and 2003, 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 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 2004 and
2003.

For  the  fiscal  year  ended December 31, 2004 and 2003, 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, 2004 and 2003, 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


<PAGE>
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, 2004 and 2003 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.


<PAGE>
ITEM 10.  EXECUTIVE  COMPENSATION

During 2004 and 2003, 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>
                                         2004                              2003
-------------------------  ---------------------------------  ---------------------------------
NAME AND PRINCIPAL         ACTUAL    SALARY AT   FAIR VALUE   ACTUAL    SALARY AT   FAIR VALUE
POSITION                   SALARY   FAIR VALUE   ADJUSTMENT   SALARY   FAIR VALUE   ADJUSTMENT
-------------------------  -------  -----------  -----------  -------  -----------  -----------
<S>                        <C>      <C>          <C>          <C>      <C>          <C>
Albert Abdouline                 -       50,000       50,000        -       25,000       25,000
CEO, CFO of Victoria
Industries

Victor Kislinsky             8,144       30,000       21,856      369       15,000       14,631
CEO, Victoria Lumber

Nikolay Efimenko                 -       14,000       14,000      988       14,000       13,012
President, Victoria
Siberian Wood

Tatyana Chernysheva              -       10,000       10,000      986       10,000        9,014
CEO, Victoria Siberian
Wood

Leon Golden                      -        4,000        4,000        -        1,000        1,000
Independent Director,
Victoria Industries, Inc.
                           -------  -----------  -----------  -------  -----------  -----------
TOTAL                      $ 8,144  $   108,000  $    99,856  $ 2,343  $    77,800  $    75,457
                           =======  ===========  ===========  =======  ===========  ===========
</TABLE>

In  order  to  bring  the amount of the 2004 and 2003 management compensation in
line  with  its  fair  value,  the Company recognized an additional compensation
expense  of  $99,856 and $75,457 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,  2004  and  2003.


<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following tables sets forth, as of July 28, 2005, 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                               AMOUNT OF BENEFICIAL   PERCENT OF
     BENEFICIAL OWNER                                        INTEREST           CLASS
<S>                                                    <C>                   <C>
     Inverness, Inc.
     556 Main Str., Hunkins Plaza                                 4,048,804        36.5%
     Charlestown, Nevis

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

     High Peaks Corporation
     556 Main Str., Hunkins Plaza                                   941,643         8.6%
     Charlestown, Nevis

     Mr. Victor Kislinskii
     65 Bratiev Kashirinykh Str.                                    754,087         6.9%
     Cheliabinsk, Russia

     Mr. Albert Abdoulline
     56A Komsomolsky Prospekt, Apt. 3,                              100,791         0.9%
     Cheliabinsk, Russia, 454138

     All executive officers and directors as a group
     (2 persons)                                                    854,878         7.8%
</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.


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

REPORTS  ON  FORM  8-K

A  current  report  on  Form  8K  Item 5: Other Event and Item 6: Resignation of
Registrant's  Directors  was  filed  on  September  10,  2003.

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

Report  of  Independent Registered Public Accounting Firm - John A. Braden & Co.
P.C  for  the  years  ended  December  31,  2004  and  2003

Consolidated Balance Sheets as of December 31, 2004 and 2003

Consolidated Statements of Changes in Stockholders' Equity (Capital Deficit) for
the years ended December 31, 2004 and 2003

Consolidated  Statement of Operations and Comprehensive Loss for the years ended
December  31,  2004  and  2003

Consolidated  Statements of Cash Flows for the years ended December 31, 2004 and
2003

Notes  to the Consolidated Financial Statements for the years ended December 31,
2004  and  2003


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

MATERIAL CONTRACTS

The following is a description of contracts that we and/or our subsidiaries have
been  a  party  to  since  January  1,  2003,  and are or may be material to our
business:


<PAGE>
2004 -
     1.   Commission  Agreement  #  21  between  "Coptent  Trading",  LTD  and
       "Exintra",LLC,  entered  into  July  23,  2004.
     2.   Commission  Agreement  #  35  between  "Coptent  Trading",  LTD  and
       "Exintra",LLC,  entered  into  October  27,  2004.
     3.   Commission  Agreement  #23  between  "Coptent  Trading",  LTD  and
       Chtaleskholding",  JSC,  entered  into  August  11,  2004.
     4.   Railroad  Services  Supplier  #25 Agreement between "Coptent Trading",
       LTDand  "DeltaTransCentr",  LLC,  entered  into  July  27,  2004.
     5.   Customer  Agreement  #YCH-04/888  between  "Coptent  Trading", LTD and
       YonChou,  entered  into  July  26,  2004.
     6.   Customer  Agreement  #YCH-04/999  between  "Coptent  Trading", LTD and
       YonChou,  entered  into  November  1,  2004.
     7.   Commission  Agreement  #30  between "Victoria Lumber", LLC and Mrs. G.
       Vasilieva,  private  proprietor,  entered  into  July  27,  2004.
     8.   Commission Agreement #32 between "Victoria Lumber", LLC and "Exintra",
       LLC,  entered  into  July  27,  2004.
     9.   Commission  Agreement  #36  between  "Victoria  Lumber",  LLC  and
       "Chitaleskholding",  LLC,  entered  into  August  10,  2004.
     10.  Commission  Agreement  #34  between  "Victoria  Lumber",  LLC  and
       "Baikellesoexport",  CJSC,  entered  into  July  29,  2004.
     11.  Customer  Agreement  #12 between "Victoria Lumber", LLC and "DOK #15",
       LLC,  entered  into  March  30,  2004.
     12.  Customer  Agreement #15/27 between "Victoria Lumber", LLC and "Notex",
       LLC  entered  into  July  30,  2004.
     13.  Customer  Agreement  #10  between  "Victoria  Lumber",  LLC  and
       "Archipelago",  LLC,  entered  into  March  10,  2004.


2003 -

     1.   Stock  Purchase Agreement between Michael Scheglov and Taly Keren (the
       "Sellers")  Thor Capital Group, Inc. (the "Buyer") acting on behalf of
       a group of shareholders dated June 11, 2003, to acquire 451,000 shares
       of  the  Company's  outstanding  common  stock.

     2.   Option  Termination Agreement to terminate options of Michael Scheglov
       and  Taly  Keren  (the "Optionees") dated June 10, 2003, to acquire an
       aggregate  of  up to 40,000 shares of the Company's outstanding common
       stock  at  a  price  of  $5.1  per  share  with  expiry in March 2007.

     3.   Option  Termination  Agreement  to  terminate  options  of  Alexander
       Karapetian  and Grigoriy Goldenshteyn (the "Optionees") dated June 10,
       2003,  to acquire an aggregate of up to 40,000 shares of the Company's
       outstanding  common  stock at a price of $5.1 per share with expiry in
       March  2007.

     4.   Unsecured  Short  Term  Loan  Agreement dated October 21, 2003 for the
       principal  amount  of  $96,418  payable  on  demand by Spekhtehsbyt to
       Victoria  Siberian  Wood  LLC.

     5.   Convertible  Note  Issue  in the amount of $70,000 dated September 30,
       2003  payable  by  Victoria  Industries Inc. to Mr. Victor Kisslinsky.

     6.   Convertible Note Issue in the amount of $175,000 dated October 1, 2003
       payable  by  Victoria  Industries  Inc.  to  Stockwell  Corp.


<PAGE>
     7.   Convertible  Note  Issue  in the amount of $97,000 dated September 30,
       2003  payable  by  Victoria  Industries  Inc.  to  Stockwell  Corp.

     8.   Convertible Note Issue in the amount of $320,000 dated October 1, 2003
       payable  by  Victoria  Industries  Inc.  to  Inverness  Inc.

     9.   Convertible  Note  Issue  in the amount of $80,000 dated September 30,
       2003  payable  by  Victoria  Industries  Inc.  to  Inverness  Inc.

     10.  Convertible  Note  Issue  in the amount of $90,000 dated September 30,
       2003  payable  by  Victoria  Industries  Inc.  to  High  Peaks  Corp.

     11.  Supplier  Agreement  between  Victoria Siberian Wood LLC and "Torgoviy
       Soyuz  LLC",  entered  into  December  3,  2003*

     12.  Supplier Agreement between Victoria Siberian Wood LLC and "Belan LLC",
       entered  into  September  25,  2003*

     13.  Supplier  Agreement  between  Victoria  Siberian  Wood LLC and "Ladoga
       LLC",  entered  into  October  16,  2003*

     14.  Supplier  Agreement  between  Victoria  Siberian  Wood LLC and "Stimul
       LLC",  entered  into  December  15,  2003*

     15.  Supplier  Agreement  between  Victoria  Siberian  Wood LLC and "Stimul
       LLC",  entered  into  December  16,  2003*

     16.  Supplier  Agreement  between  Victoria  Siberian  Wood LLC and "Stimul
       LLC",  entered  into  December  17,  2003*

     17.  Supplier  Agreement  between  Victoria  Siberian  Wood LLC and "Stimul
       LLC",  entered  into  December  18,  2003*

     18.  Railroad  Services  Supplier  Agreement between Victoria Siberian Wood
       LLC  and  "Kholding  MTK  Center  LLC",  entered into October 9, 2003*

     19.  Storage Services Supplier Agreement between Victoria Siberian Wood LLC
       and  "Speztekhnologii  LLC",  entered  into  November  6,  2003*

     20.  Rent  Services  Supplier  Agreement between Victoria Siberian Wood LLC
       and  "Torgovaya  Liga  LLC",  entered  into  October  30,  2003*

     21.  Supplier  Agreement  between  Victoria Siberian Wood LLC and "Torgoviy
       Soyuz  LLC",  entered  into  December  3,  2003*

     22.  Customer  Agreement  between  Victoria  Siberian  Wood LLC and Italian
       distributor,  entered  into  December  15,  2003*


<PAGE>
     23.  Customer  Agreement  between Victoria Siberian Wood LLC and "Sibles- N
       LLC",  entered  into  December  3,  2003*

     24.  Customer  Agreement  between  Victoria  Siberian  Wood  LLC  and
       "Snabresource  LLC",  entered  into  December  5,  2003*


* 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:

2004:

Victoria Resources Inc.
Victoria Lumber LLC
Coptent Trading Ltd

2003:

Victoria Resources Inc.
Victoria Siberian Wood LLC
Victoria Lumber LLC


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

During  2004 and 2003 professional services were mostly rendered for the Company
by  BDO  Dunwoody  and  BDO  Unicon  Inc.  accounting  firms.

Total professional fees incurred by the Company for the years ended December 31,
2004  and  2003  consisted  of  the  following:
<TABLE>
<CAPTION>
                  2004                        2003
         BDO       BDO       BDO
       UNICON   DUNWOODY   SEIDMAN   BDO UNICON   BDO DUNWOODY
       -------- --------   --------  -----------  -------------
<S>    <C>      <C>        <C>       <C>          <C>
Audit  $ 5,785  $   1,785  $ 13,273  $    30,000  $       7,421
Tax          -          -         -            -            493
       -------- --------   --------  -----------  -------------
TOTAL  $ 5,785  $   1,785  $ 13,273  $    30,000  $       7,914
       -------- --------   --------  -----------  -------------
</TABLE>


<PAGE>
AUDIT FEES

The  Audit  Fees  for  years 2004 and 2003 were for services associated with the
consolidated  U.S.  GAAP audits, and reviews of the applicable quarterly reports
and  offering  memoranda.

AUDIT-RELATED FEES

During 2004 and 2003, we have not paid any Audit-Related Fees.

TAX FEES

The  Tax  Fees  for 2003 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 BDO Unicon for all audit
and non-audit services, including tax services. Our Audit Committee pre-approved
the  engagement terms and fees of John A. Braden and Company, P.C.  all services
performed for the fiscal year ended December 31, 2004 and 2003.


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: July 28, 2005                         Victoria Industries, Inc.


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