UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB/A





x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 or 15(d) OF THE SECURITIES


EXCHANGE
      ACT


OF
      1934
      FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007


o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO ________





Commission
      file number: 000-27189





VICTORIA
      INDUSTRIES, INC.


(Exact
      name of small business issuer as specified in its charter)





Nevada             98-0230423


(State
      or
      other jurisdiction of (IRS Employee Identification No.) Incorporation
      or


organization)





551
      Fifth
      Avenue, Suite 2020, New York, NY 10017.


(Address
      of principal executive offices)





(646)
      825-8083


(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
xNo
o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. o




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




Revenues
      for registrant's most recent fiscal year: $Nil





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates as of April 15, 2008 was $1,067,435





The
      number of shares outstanding of each of the registrant's classes of common
      stock, as of the latest practicable date: 10,558,836 Common Stock with $0.001
      par value outstanding as of April 15, 2008.




Documents
      incorporated by reference: None





**EXPLANATORY
      NOTE**




In
      response to a letter from the SEC in connection with the evaluation of internal
      controls on Form 10-KSB for Fiscal Year Ended December 31, 2007, the management
      has completed an assessment of the internal controls. As a result of this
      assessment Item 8 of this filing has been amended to include the appropriate
      disclosures.




2


VICTORIA
      INDUSTRIES, INC.


FORM
      10-KSB


TABLE
      OF
      CONTENTS





Part
                I.Item
                1. Description of Business
            
            4Item
                2. Description of Properties
            
            5Item
                3. Legal Proceedings
            
            6Item
                4. Submission of Matters to a Vote of Security Holders
            
            6Part
                II.Item
                5. Market for Common Equity and Related Stockholder
                Matters
            
            6Item
                6. Management's Discussion and Analysis of Financial Condition and
Results
                of Operations
            
            7Item
                7. Financial Statements and Supplementary Data
            
            8Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            
            19Item
                8a. Controls and Procedures
            
            20Part
                III.Item
                9. Directors and Executive Officers of the Registrant; Compliance
                with section
                16a of the Exchanges Act
            
            21Item
                10. Executive Compensation
            
            22Item
                11. Security Ownership of Certain Beneficial Owners and
                Management
            
            22Item
                12. Certain Relationships and Related Transactions
            
            23Part
                IV.Item
                13. Exhibits, Financial Statement Schedules and Reports on Form
                8-K.
            
            22Item
                14. Principal Accountant Fees and Services
            
            25Signatures
            
            25Exhibits
                Index




3


**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.





As
      used
      in this annual report, the terms "we", "us", "our", "Company" and "Victoria"
      mean Victoria Industries, Inc., "Company" means Victoria Industries, Inc.,
      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".





**COMPANY
      OVERVIEW**





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





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





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





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





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


4




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




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





In
      April
      2004 the Company’s wholly owned subsidiary Victoria Resources, Inc. established
      Coptent Trading Ltd., a Cypriot wholly owned subsidiary to conduct marketing
      and
      distribution of lumber to the Chinese market.




Effective
      from July 1, 2007 the Russian Federation significantly raised the export tariffs
      for logs and unprocessed lumber that was the main product sold by the Company
      to
      its Chinese customers. Another factor that contributed to the erosion of the
      Company’s competitive position was a sharp strengthening of the Russian Ruble
      against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As
      a
      result, the Company’s business model became unviable and no deliveries took
      place in third quarter of 2007. During third quarter of 2007, the Company made
      multiple attempts to salvage the timber trading business by seeking more
      favorable pricing terms from its suppliers. However, all these attempts have
      proved unsuccessful. As a result of the above events, the Company believed
      that
      its log and unprocessed timber trading business did not have significant value
      and decided to dispose of and abandon the entire investment in Victoria
      Resources, Inc. After the decision was made to dispose of the business, and
      the
      transaction terms were negotiated, the disposed segment has been unable to
      collect its accounts receivable due to the inability of the Company to continue
      transacting its lumber trading business.





On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries Inc. In addition, the purchasers have agreed
      to
      assume the outstanding loans of Victoria Industries, Inc. which had been
      incurred on behalf of the Russian timber trading operations. Upon consummation
      of the transaction, the Company did not have any on-going business operations
      and returned to the development stage and is currently seeking a suitable merger
      candidate.





The
      Company currently has a staff of one. In the event, we merge with another
      company we may need to recruit additional staff.





The
      principal executive office of the Company is situated at the following address:
      551 Fifth Avenue, Suite 2020, New York, NY 10017, USA. The Company’s web site is
      www.victoriaind.com.





**ITEM
      2. DESCRIPTION OF PROPERTY**





None.


5


**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 years ended
      December 31, 2007 and 2006.





**PART
      II:**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS**





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




OTC
      Bulletin Board




Quarter
                ended
            
            High
            
            LowMarch
                31, 2007
            
            $
            1.15
            
            $
            0.55June
                30, 2007
            
            $
            3.19
            
            $
            1.01September
                30, 2007
            
            $
            1.01
            
            $
            0.20December
                31, 2007
            
            $
            0.20
            
            $
            0.10








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
      April 15, 2008 we had 10,558,836 shares of common stock outstanding and
      approximately 33 stockholders of record. This number of stockholders does not
      include stockholders who hold our securities in street name.




***Dividend
      Policy***




We
      have
      not declared or paid any 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.


6


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





**DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION**





**OVERVIEW**





Upon
      sale
      of Victoria Resources, Inc. we returned to a development stage company status.
      It is anticipated that we will require only nominal capital to maintain our
      corporate viability and the necessary funds will most likely be provided by
      our
      principal shareholder or our officers and directors in the immediate future.
      However, in the event we do not identify and complete an acquisition of an
      operating business and/or do not raise significant outside financing, there
      is
      substantial doubt about our ability to continue as a viable
      corporation.





**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.





In
      order
      to continue as a going concern, the Company 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 Company is not able to continue as a going concern, it would
      likely be unable to realize the carrying value of the Company's assets reflected
      in the balances set out in the preparation of consolidated financial statements.
      The Company's limited revenue history, high concentration of credit risk in
      consequence of its dependence on a single major customer and limited funding
      raise substantial doubt about the Company's ability to continue as a going
      concern.





**PLAN
      OF OPERATION**





We
      have
      sought and we plan to continue investigating possible business opportunities
      with the intent to acquire or merge with one or more business
      ventures.





***Indemnification
      of Directors, Officers and Others***





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





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


7


***Future
      Dilution***





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





***Anti-takeover
      provisions***





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





***Reports
      to Security Holders***





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





**ITEM
      7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**





Our
      financial statements are stated in United States dollars and are prepared in
      accordance with United States generally accepted accounting principles. The
      Report of Independent Registered Public Accounting Firm, GLO CPAs LLLP, of
      the
      financial statements of Victoria Industries, Inc*, (the "Company") for the
      year
      ended December 31, 2007 is included herein immediately preceding the audited
      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.").


8





VICTORIA
      INDUSTRIES, INC.


FINANCIAL
      STATEMENTS





DECEMBER
      31, 2007





IndexReport
                of Independent Registered Public Accounting Firm – GLO CPAs,
                LLLP.
            
            9Balance
                Sheet
            
            10Statements
                of Changes in Stockholders' Equity
            
            12Statement
                of Operations and Comprehensive Loss
            
            11Statements
                of Cash Flows
            
            13Notes
                to the Financial Statements
            
            14




9





VICTORIA
      INDUSTRIES, INC.


REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE


DIRECTORS
      AND STOCKHOLDERS OF VICTORIA INDUSTRIES, INC.:






We
      have
      audited the accompanying balance sheet of Victoria Industries, Inc. (“the
      Company”) as of December 31, 2007, and the related statements of operations and
      comprehensive income (loss), changes in stockholders’ equity and cash flows for
      the years ended December 31, 2007 and 2006(as restated). These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.




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




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Victoria Industries, Inc at
      December 31, 2007, and the related results of their operations and cash flows
      for the years ended December 31, 2007 and 2006(as restated), 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 shown in the financial
      statements, the Company incurred a net loss of $1,465,890 during the year ended
      December 31, 2007, and, as of December 31, 2007, the Company’s current
      liabilities exceeded its current assets by $53,488. These factors, among others,
      including the Company’s ability to find a suitable merger candidate raise
      substantial doubt about the Company’s ability to continue as a going concern.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty. Financial statements for 2006 have been
      restated to reclassify discontinued operations as explained in note 12.





GLO
      CPAs,
      LLLP


Houston,
      Texas


April
      15,
      2008


10


**VICTORIA
      INDUSTRIES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET**


**(Expressed
      in US Dollars)**





**December 31,**
              **2007****TOTAL
                ASSETS**
            
            **$**
            **-**LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            53,488Total
                current liabilities
            
            
            53,488STOCKHOLDERS’
                EQUITYCommon
                stock, $0.001 par value, 10,558,836 shares issued and outstanding
            
            
            10,559Additional
                paid-in capital
            
            
            1,805,745Accumulated
                deficit
            
            
            (1,869,792
            )Total
                stockholders' equity
            
            
            (53,488
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **-**





The
      accompanying notes are an integral part of these financial
      statements


11


**VICTORIA
      INDUSTRIES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE LOSS**


**(Expressed
      in US Dollars, except share amounts)**








**For the years ended**
            
            **Since return****December 31,**
            
            **December 31,**
            
            **To development****2007**
            
            **2006 (as restated)**
            
            **stage**OPERATING
                EXPENSESSales,
                general and administrative
            
            $
            (408
            )
            $
            (3,161
            )
            $
            -Compensation
            
            
            (19,223
            )
            
            (43,738
            )Professional
                fees
            
            
            (75,512
            )
            
            (65,217
            )
            
            (20,000
            )OPERATING
                LOSS
            
            
            (95,143
            )
            
            (112,116
            )
            
            (20,000
            )OTHER
                EXPENSEInterest
                expense
            
            
            (20,484
            )
            
            (14,516
            )
            
            -NET
                LOSS FROM CONTINUING OPERATIONS
            
            
            (115,627
            )
            
            (126,632
            )
            
            (20,000
            )DISCONTINUED
                OPERATIONSGain
                from operations of discontinued segment
            
            
            177,211
            
            
            540,929(Loss)
                on disposal of discontinued operations
            
            
            (1,527,474
            )(1,350,263
            )
            
            540,929Other
                comprehensive income
            
            
            
            
            
            9,128COMPREHENSIVE
                INCOME (LOSS)
            
            $
            (1,465,890
            )
            $
            423,425
            
            $
            (20,000
            )BASIC
                LOSS PER SHARE
            
            $
            (0.13
            )
            $
            0.04
            
            $
            0.00WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING
            
            
            10,863,527
            
            
            10,965,090
            
            
            10,863,527





The
      accompanying notes are an integral part of these financial
      statements


12


**VICTORIA
      INDUSTRIES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY**


**(Expressed
      in US Dollars, except share amounts)**








**Common stock**
            
            **Additional**
              **Paid-in**
            
            **Accumulated**
            
            **Accumulated**
              **Other**
              **Comprehensive**
            
            **Total**
              **Stockholders’****Shares**
            
            **Amount**
            
            **Capital**
            
            **(Deficit)**
            
            **Income (Loss)**
            
            **Equity****DECEMBER
                31, 2005**
            
            
            **10,965,090**
            
            **$**
            **10,965**
            
            **$**
            **1,823,629**
            
            **$**
            **(818,199**
            **)**
            **$**
            **(2,226**
            **)**
            **$**
            **1,014,169**Contributed
                services
            
            
            -
            
            
            -
            
            
            43,738
            
            
            -
            
            
            
            
            
            43,738Net
                income for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            414,297
            
            
            
            
            
            414,297Other
                comprehensive gain
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,128
            
            
            9,128**December
                31, 2006**
            
            
            **10,965,090**
            
            
            **10,965**
            
            
            **1,867,367**
            
            
            **(403,902**
            **)**
            
            **6,902**
            
            
            **1,481,332**Contributed
                services
            
            
            
            
            
            
            
            
            19,223
            
            
            
            
            
            
            
            
            19,223Net
                loss for the year
            
            
            
            
            
            
            
            
            
            
            
            (1,465,890
            )
            
            
            
            
            (1,465,890
            )Cancellation
                of shares upon sale of Victoria Resources, Inc.
            
            
            (406,254
            )
            
            (406
            )
            
            (80,845
            )
            
            
            
            
            
            
            
            (81,251
            )Other
                comprehensive loss1
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,902
            )
            
            (6,902
            )**December
                31, 2007**
            
            
            **10,558,836**
            
            **$**
            **10,559**
            
            **$**
            **1,805,745**
            
            **$**
            **(1,869,792**
            **)**
            **$**
            **-**
            
            **$**
            **(53,488**
            **)**





(1)
      Removal of previously recorded foreign currency translation adjustments
      associated with the Company’s Russian assets and operations





The
      accompanying notes are an integral part of these financial
      statements


13





**VICTORIA
      INDUSTRIES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**(Expressed
      in US Dollars)**





**For the years ended****December 31,**
              
              **December 31,****2007**
              
              **2006 (as restated)****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income (loss)
              
              $
              (1,465,890
              )
              $
              414,297Adjustments
                  to reconcile net income (loss)to net cash in operating
                  activities:(Income)
                  Loss from discontinued operations
              
              
              1,350,263
              
              
              (540,929
              )Contributed
                  services by shareholders
              
              
              19,223
              
              
              43,738Net
                  accrued interest
              
              
              20,484
              
              
              14,516Changes
                  in current assets and liabilities:Increase
                  in accounts payable
              
              
              20,000Cash
                  used in operating activities of continuing operations
              
              
              (55,920
              )
              
              (68,378
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Cash
                  provided by financing activities of discontinued
                  operations
              
              
              55,920
              
              
              68,378Cash
                  provided by financing activities
              
              
              55,920
              
              
              68,378**INCREASE
                  (DECREASE) IN CASH:**
              
              
              -
              
              
              -**CASH,
                  at the beginning of the period**
              
              
              -
              
              
              -**CASH,
                  at the end of the period**
              
              $
              -
              
              $
              -Interest
                  paid
              
              
              -
              
              
              -Income
                  tax paid
              
              
              -
              
              
              -





The
      accompanying notes are an integral part of these financial
      statements


14




**1.
      NATURE OF BUSINESS**





Victoria
      Industries, Inc. was incorporated on January 25, 2000 under the laws of the
      State of Nevada. The principal activities of Victoria Industries, Inc. and
      its
      subsidiaries (collectively referred to as the “Company”) as of December 31, 2006
      were as follows:




**Operating****Entity**
            
            **Principal Activity**
            
            **Country****of**
              **incorporation**
            
            **December****31,**
              **2006**Victoria
                Industries, Inc.
            
            
            Holding
                company
            
            
            United
                States of America
            
            
            -Victoria
                Resources, Inc.
            
            
            Marketing
                and distribution of forestry products
            
            
            United
                States of America
            
            
            100
            %Victoria
                Lumber, LLC*
            
            
            Marketing
                and distribution of forestry products
            
            
            Russian
                Federation
            
            
            100
            %Coptent Trading Limited *
            
            
            Marketing
                and distribution of forestry products
            
            
            Cyprus
            
            
            100
            %




*
      Victoria Lumber LLC and Coptent Trading Limited were wholly owned subsidiaries
      of Victoria Resources, Inc.




Effective
      from July 1, 2007 the Russian Federation significantly raised the export tariffs
      for logs and unprocessed lumber that was the main product sold by the Company
      to
      its Chinese customers. Another factor that contributed to the erosion of the
      Company’s competitive position was a sharp strengthening of the Russian Ruble
      against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As
      a
      result, the Company’s business model became unviable and no deliveries took
      place in third quarter of 2007. During third quarter of 2007, the Company made
      multiple attempts to salvage the timber trading business by seeking more
      favorable pricing terms from its suppliers. However, all these attempts have
      proved unsuccessful. As a result of the above events, the Company believed
      that
      its log and unprocessed timber trading business did not have significant value
      and decided to dispose of and abandon the entire investment in Victoria
      Resources, Inc. After the decision was made to dispose of the business, and
      the
      transaction terms were negotiated, the disposed segment has been unable to
      collect its accounts receivable due to the inability of the Company to continue
      transacting its lumber trading business.




On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries Inc. In addition, the purchasers have agreed
      to
      assume the outstanding loans of Victoria Industries, Inc. which had been
      incurred on behalf of the Russian timber trading operations. Upon consummation
      of the transaction, the Company did not have any on-going business operations
      and returned to the development stage.





The
      principal executive office of the Company is situated at the following address:
      551 Fifth Avenue, Suite 2020, New York, NY 10017, USA. The Company’s web site is
      www.victoriaind.com.




The
      number of fulltime employees of the Company as at December 31, 2007 and December
      31, 2006 amounted to 1 and 9 respectively.




15




**2.
      PRESENTATION OF FINANCIAL STATEMENTS**





**Basis
      of Presentation**




The
      accompanying financial statements have been prepared in accordance with U.S.
      generally accepted accounting principles (“GAAP”)





**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.





**Going
      concern** ***–*** The
      Company returned to a development stage company upon sale of its operating
      subsidiary Victoria Resources, Inc. in 2007 and has been inactive since December
      31, 2007. The ability of the Company to meet its obligations is dependent on
      being able to successfully acquire a new business activity. The Company's
      financial statements have been presented on the basis that it is a going
      concern, which contemplates the realization of assets and satisfaction of
      liabilities in the normal course of business.





**3.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





***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.




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




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




**4.
      FOUNDATION AND DISPOSAL OF SUBSIDIARIES**





***Victoria
      Resources, Inc. – 100%***





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




16




***Victoria
      Lumber, LLC*** – ** ***100%***





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





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





***Coptent
      Trading Ltd – 100%***





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





***Disposal
      of lumber trading business***





On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. together with subsidiaries to certain stockholders of Victoria
      Industries, Inc. for 406,254 shares of Victoria Industries, Inc. In addition,
      the purchasers have agreed to assume the outstanding loans of Victoria
      Industries, Inc. which had been incurred on behalf of Victoria Resources and
      related to the timber trading business.





**5.
      INTEREST EXPENSE**





The
      interest expense for the years ended December 31, 2007 and December 31, 2006
      in
      the amount of $20,484 and $14,516 represented interest withheld from the
      proceeds of short term loans received by the Company in 2006.





**6.
      ACCOUNTS PAYABLE**





Accounts
      payable as of December 31, 2007 and December 31, 2006 of $53,488 and $33,488
      represented unpaid professional expenses. The amounts outstanding on December
      31, 2006 were not assumed by the purchasers of Victoria Resources, Inc.





**7.
      SHORT TERM** **BORROWINGS
      FROM RELATED PARTIES**





Borrowings
      from related parties as of December 31, 2007 and December 31, 2006 in a total
      amount of $Nil and $18,450 represented non-interest bearing borrowings from
      the
      Company’s shareholders payable on demand, which the Company borrowed in order to
      finance certain administrative expenses relating to the Company’s New York
      office. In accordance with the Share Exchange Agreement dated November 30,
      2007,
      the loans were assumed by the purchasers of Victoria Resources, Inc.





**8.
      SHORT TERM LOANS**





Short-term
      loans as of December 31, 2007 and December 31, 2006 amounted to $Nil and
      $335,000. The short term loan of $335,000 was assumed by the purchasers of
      Victoria Resources, Inc. in accordance with the Share Exchange Agreement dated
      November 30, 2007.




17





**9.** **OTHER
      CURRENT LIABILITIES**





Other
      accounts payable in the total amounts of $Nil and $57,840 as of December 31,
      2007 and December 31, 2006 were mostly comprised of unpaid professional
      expenses. The above expenses were assumed in full by the purchasers of Victoria
      Resources, Inc. in accordance with the Share Exchange Agreement dated November
      30, 2007.





**10.**  **COMMON
      STOCK**




There
      are
      75,000,000 common shares authorized by the Company’s Amended and Restated
      Certificate of Incorporation. There were 10,558,836 and 10,965,090 ordinary
      shares with a par value of $0.001 US dollar issued and outstanding as of
      December 31, 2007 and December 31, 2006.





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





No
      dividends were declared or paid during the periods ended December 31, 2007
      and
      December 31, 2006.





**11.
      RELATED PARTIES**





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





Transactions
      with related parties are performed on terms that may differ from those that
      would be available to unrelated parties.





For
      details of related party balances outstanding as of September 30, 2007 and
      December 31, 2006 see Notes 6 and 8.





**12.** **DISCONTINUED
      OPERATIONS (AND RESTATEMENT)**





On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries, Inc. In addition, the purchasers have agreed to
      assume the outstanding loans of Victoria Industries, Inc. Upon consummation
      of
      the transaction, the Company did not have any on-going business operations
      and
      returned to the development stage.





The
      Company incurred $1,527,474 loss on disposal which was computed as
      follows:





Initial
                investment in Victoria Resources, Inc.
            
            $
            1,071,843Accumulated
                income of Victoria Resources, Inc,
            
            
            1,004,092Assumption
                of loan
            
            
            (335,000
            )Assumption
                of other liabilities
            
            
            (132,210
            )Purchase
                price
            
            
            (81,251
            )Loss
                on Disposal
            
            $
            1,527,474




18




Net
      sales
      and net loss from the discontinued lumber segment are shown in the following
      table:





Year Ended
              December 312007
            
            2006Net
                sales of the lumber segment
            
            $
            4,036,481
            
            $
            8,411,971Net
                income of lumber segment
            
            
            177,211
            
            
            540,929





The
      assets and liabilities of the lumber segment as at June 30, 2007 which was
      the
      effective date of disposal were as follows:





**6/30/2007**Current
                Assets
            
            $
            4,962,569Property,
                plant and equipment
            
            
            408Current
                liabilities
            
            
            (2,859,571
            )Long-term
                debt
            
            
            (1,071,843
            )Net
                assets of discontinued operations
            
            $
            1,031,563





Upon
      disposal the lumber business had accounts receivable of $4,089,503 and
      prepayments to suppliers of $510,982. Due to the interruption of the Company’s
      business, the management assessed the probability of collecting the above
      amounts as low.





The
      financial statements for 2007 have been restated to reclassify discontinued
      operations.





**13.
      COMMITMENTS AND CONTINGENCIES**





**Lease
      commitments** ***––*** Victoria
      Lumber, LLC, leased office space on a year by year basis and all lease
      commitments were assumed by the purchasers of Victoria Resources,
      Inc.




**Litigation**  ***–*** The
      Company has been the subject of legal proceedings and adjudications from time
      to
      time, none of which has had, individually or in the aggregate, a material
      adverse impact on the Company. In accordance with the Share Exchange Agreement,
      the purchasers of Victoria Resources, Inc. agreed to hold the Company harmless
      of any and all claims relating to the Company’s lumber business whether existing
      prior to the disposal or arising afterwards.





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




None




19


**ITEM
      8A. CONTROLS AND PROCEDURES**




**Evaluation
        of Disclosure Controls and Procedures**
 
 Disclosure
        controls and procedures are controls and other procedures that are designed
        to
        ensure that information required to be disclosed in our reports filed or
        submitted under the Exchange Act is recorded, processed, summarized and
        reported, within the time periods specified in the Securities and Exchange
        Commission’s rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed in our reports filed under the Exchange Act is
        accumulated and communicated to management, including our Chief Executive
        Officer and Chief Financial Officer, to allow timely decisions regarding
        required disclosure.
 
 We
        carried out an evaluation of the effectiveness of the design and operation
        of
        our disclosure controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-15(e)) as of December 31, 2007. Based upon that evaluation,
        our Directors, Chief Executive and Chief Financial Officer, concluded that
        our
        disclosure controls and procedures were not effective. That conclusion was
        reached because of our failure to file the required Management’s Annual Report
        on Internal Control over Financial Reporting in our Annual Report on Form
        10-KSB
        when it was filed on April 15, 2008. Management has made changes to our
        disclosure controls and procedures in an effort to ensure that all requirements
        of the Exchange Act are met in future disclosure documents.




**Management’s
      Report on Internal Control over Financial
      Reporting**


Management
        of the Company is responsible for establishing and maintaining adequate internal
        control over financial reporting (as defined in Section 13a-15(f) of the
        Securities Exchange Act of 1934, as amended). Internal control over financial
        reporting is a process designed by, or under the supervision of, the Company’s
        CEO and the company’s CFO to provide reasonable assurance regarding the
        reliability of financial reporting and the preparation of the Company’s
        financial statements for external reporting purposes in conformity with U.S.
        generally accepted accounting principles and include those policies and
        procedures that (i) pertain to the maintenance of records that in reasonable
        detail accurately and fairly reflect the transactions and disposition of
        the
        assets of the company; (ii) provide reasonable assurance that transactions
        are
        recorded as necessary to permit preparation of financial statements in
        accordance with generally accepted accounting principles, and that receipts
        and
        expenditures of the Company are being made only in accordance with
        authorizations of management and directors of the Company; and (iii) provide
        reasonable assurance regarding prevention or timely detection of unauthorized
        acquisition, use or disposition of the Company’s assets that could have a
        material effect on the financial statements.
 
 As
        of
        December 31, 2007, management conducted an assessment of the effectiveness
        of
        the Company’s internal control over financial reporting based on the framework
        established in Internal Control—Integrated Framework issued by the Committee of
        Sponsoring Organizations of the Treadway Commission (COSO). Based on the
        criteria established by COSO, management concluded that the Company’s internal
        control over financial reporting was not effective as of December 31, 2007,
        as a
        result of the identification of the material weakness described
        below.
 
 A
        material weakness is a deficiency or combination of deficiencies in internal
        control over financial reporting, such that there is a reasonable possibility
        that a material misstatement of the annual or interim financial statements
        will
        not be prevented or detected on a timely basis.
 
 Our
        management does not expect that our disclosure controls and procedures or
        our
        internal control over financial reporting will prevent or detect all errors
        and
        all fraud. A control system, no matter how well designed and operated, can
        provide only reasonable, not absolute, assurance that the control system’s
        objectives will be met. Further, the design of a control system must reflect
        the
        fact that there are resource constraints, and the benefits of controls must
        be
        considered relative to their costs. Because of the inherent limitations in
        all
        control systems, no evaluation of controls can provide absolute assurance
        that
        all control issues and instances of fraud, if any, within the Company have
        been
        detected. These inherent limitations include the realities that judgments
        in
        decision-making can be faulty, and that breakdowns can occur because of simple
        error or mistake. Controls can also be circumvented by the individual acts
        of
        some person, by collusion of two or more people, or by management override
        of
        the controls. Over time, controls may become inadequate because of changes
        in
        conditions or deterioration in the degree of compliance with associated policies
        or procedures. Because of the inherent limitations in a cost-effective control
        system, misstatements due to error or fraud may occur and not be detected.
 
 The
        Company’s management has identified a material weakness in the effectiveness of
        internal control over financial reporting related to a shortage of resources
        in
        the accounting department required to present the financials in accordance
        with
        US GAAP including all disclosures on a timely basis.
 
 This
        annual report does not include an attestation report of the company’s registered
        public accounting firm regarding internal control over financial reporting.
        Management’s report was not subject to attestation by the company’s registered
        public accounting firm pursuant to temporary rules of the Securities Exchange
        Commission that permit the company to provide only management’s report in this
        annual report.
 
 **Conclusion**
 
 The
        above
        identified material weakness did not result in material audit adjustments
        to our
        2007 financial statements. Based on our current size and size of operations,
        we
        do not believe it is economically feasible to remediate this weakness. We
        cannot
        assure you that, as circumstances change, any additional material weakness
        will
        not be identified.


20







**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.





**Name**
            
            **Position**
            
            **Age**
            
            **Date First Elected**
              **or Appointed**Albert
                Abdoulline
            
            Chief
                Executive Officer,
              Chief
                Financial Officer
              Director
            
            43
            
            June
                23, 2003





***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.





***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.




21




***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.





**ITEM
      10. EXECUTIVE COMPENSATION**





During
      2007 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:





**Name and principal position**
            
            **Fair**
              **value**
            
            **Actual**
              **salary**
            
            **Fair Value**
              **Adjustment**Albert
                Abdouline
            
            
            19,223
            
            
            -
            
            
            19,223CEO,
                CFO of Victoria IndustriesTotal
            
            
            **19,223**
            
            
            **-**
            
            
            **19,223**





In
      order
      to bring the amount of the 2007 management compensation in line with its fair
      value, the Company recognized an additional compensation expense of $19,223
      that
      represented the fair value adjustment. The Company expects pay the senior
      management market-based salaries if and when the scope of our business justifies
      such salaries. The Company has not entered into any definitive compensation
      agreements with its senior management. There were no stock options outstanding
      as at December 31, 2006.





**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





The
      following tables sets forth, as of April 15, 2008the 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.





22





**Name and Address of Beneficial Owner**
            
            **Amount of**
              **Beneficial**
              **Interest**
            
            **Percent of**
              **Class**Inverness,
                Inc.
              556
                Main Str., Hunkins Plaza
              Charlestown,
                Nevis
            
            
            4,048,805
            
            
            36.9
            %Stockwell,
                Inc.
              556
                Main Str., Hunkins Plaza
              Charlestown,
                Nevis
            
            
            3,775,494
            
            
            34.4
            %High
                Peaks Corporation
              556
                Main Str., Hunkins Plaza
              Charlestown,
                Nevis
            
            
            935,644
            
            
            8.5
            %Mr.
                Victor Kislinskii
              65
                Bratiev Kashirinykh Str.
              Cheliabinsk,
                Russia
            
            
            754,088
            
            
            6.9
            %Mr.
                Albert Abdoulline
              56A
                Komsomolsky Prospekt, Apt. 3,
              Cheliabinsk,
                Russia, 454138
            
            
            100,792
            
            
            0.9
            %All
                executive officers and directors as a group
              (2
                persons)
            
            
            854,880
            
            
            7.8
            %





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





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





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





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





**REPORTS
      ON FORM 8-K**




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




23




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





Report
      of
      Independent Registered Public Accounting Firm – GLO CPAs LLLP for the year ended
      December 31, 2007





Balance
      Sheet as of December 31, 2007





Statements
      of Changes in Stockholders' Equity for the years ended December 31, 2007 and
      2006





Statement
      of Operations and Comprehensive Loss for the years ended December 31, 2007
      and
      2006.





Statements
      of Cash Flows for the years ended December 31, 2007 and 2006





Notes
      to
      the Financial Statements for the year ended December 31, 2007




**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)





14
            
            Code
                of Ethics
            
            *Filed
                Herewith*31
            1
            Rule 13a-14(a) Certification of Chief Executive Officer
            
            *Filed
                Herewith*31
            2
            Rule
                13a-14(a) Certification of Chief Financial Officer
            
            *Filed
                Herewith*32
            1
            Section
                1350 Certification of Chief Executive Officer
            
            *Filed
                Herewith*32
            2
            Section
                1350 Certification of Chief Financial Officer
            
            *Filed
                Herewith*





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





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





**SUBSIDIARIES:**





None




24




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




**AUDIT
      FEES**





The
      Audit
      Fees for year 2007 of $53,000 were for services associated with the U.S. GAAP
      audits and reviews of the applicable quarterly reports and offering memoranda
      rendered for the Company by Independent Registered Public Accounting Firm – GLO
      CPAs LLLP (formerly John A. Braden and Co., P.C.)





**AUDIT-RELATED
      FEES**




During
      2007 we did not pay any Audit-Related Fees.





**TAX
      FEES**





During
      2007 we paid $500 in tax fees.





**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 GLO CPAs LLLP (formerly
      John A. Braden & Co. P.C.) for all audit and non-audit services, including
      tax services.





**SIGNATURES**





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





Date:
                October 1, 2008
            Victoria
                Industries, Inc./S/
                Albert AbdoullineAlbert
                AbdoullinePresident,
                CEO and CFO




25