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

                                 FORM 10-KSB/A

                                Amendment No. 2


(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

                              For the fiscal year ended    December 31, 2005
                                                        ------------------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                              For the transition period from         to
                                                             -------    --------
                              Commission file number
                                                      --------------------------

                            VICTORIA INDUSTRIES, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

               Nevada                                   98-0230423
--------------------------------------    --------------------------------------
    (State or other jurisdiction                     (I.R.S. Employer
  of incorporation or organization)                 Identification No.)


551 5th Avenue, Suite 601, New York, N.Y.                  10023
------------------------------------------    ----------------------------------
(Address of principal executive offices)                 (Zip Code)

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

Securities registered under Section 12(b) of the Exchange Act:

        Title of each class            Name of each exchange on which registered

           Common shares                           OTC - Pink Sheets
-----------------------------------    -----------------------------------------

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

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
--------------------------------------------------------------------------------
                                (Title of class)


--------------------------------------------------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.     [?]

Note  -  Checking the box above will not relieve any registrant required to file
reports  pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act from their
obligations  under  those  Sections.

                    PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
                    CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS
SEC 2337 (12-05)    THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.


<PAGE>
     Check  whether  the  issuer  (I)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 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]

     Check if there is no disclosure of delinquent filers in response to Hem 405
of  Regulation  S-B contained in this form, and no disclosure will 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-KSB or any
amendment  to  this  Form  10-KSB.                                           [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                                                                  Yes [ ] No [X]

     State issuer's revenues for its most recent fiscal year.  $ 5,353,013
                                                               -----------

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a  specified  date within the past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)

     Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

    (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed  by  Section  12,13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.               Yes [ ] No[ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date,

Common Stock; 10,965,090
------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part 1, Part 11, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule  424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal  year  ended  December  24,1990).

     Transitional Small Business Disclosure Format (Check one): Yes __; No__


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



                                              Part I.
<S>             <C>                                                                  <C>
Item 1.         Description of Business. . . . . . . . . . . . . . . . . . . . . . .
Item 2.         Description of Properties. . . . . . . . . . . . . . . . . . . . . .
Item 3.         Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.         Submission of Matters to a Vote of Security Holders. . . . . . . . .

                                              Part II.

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

                                              Part III.

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

                                              Part IV.

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

Signatures
Exhibits Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>


<PAGE>
PART  I.

ITEM  1.   DESCRIPTION  OF  BUSINESS

FORWARD-LOOKING  STATEMENTS

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

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

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

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

All  dollar  amounts  refer  to  US  dollars  unless  otherwise  indicated.

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


<PAGE>
COMPANY OVERVIEW

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

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

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

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

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

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

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  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, 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,  2005 and 2004, the Company recognized gross
consolidated  revenue of $5,353,013 and $2,164,534, respectively, and net income
(loss)  of  $162,079  and  $(92,321),  respectively.

The  Company  has identified the following forestry products currently in demand
on  the  Russian  and  Chinese market: different sort and rounds of pine, larch,
birch  logs,  sawn lumber, timber construction materials such as glued board and
glued  beams, flooring and furniture parts. Also, during the quarter ended March
31,  2006,  unaudited  sales of the Company amounted to approximately $2,700,000
according  to  the  management's  estimates.

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


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

The  Company  plans to use this credit policy 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.  In  accordance with EITF 99-19 we
recognize  revenues  on  gross  basis.

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

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

VICTORIA RESOURCES, INC. - 100%

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

VICTORIA LUMBER, LLC - 100%

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

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


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

In  August  2004  the  Company  decided  to  terminate  its interest in Victoria
Siberian Wood, LLC, due to unresolved disputes with the minority shareholder. As
of  December  31, 2004 the Company 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  (See Note 6). This transaction has been valued at the discounted
amount  of  future  receivable  and  net  affect on disposal was reflected as of
December  31,  2004.

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 6)
            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, 2005 approximated the fair market value the Company could have
negotiated  with  a  third  party  based  on  an  arms-length  transaction.


<PAGE>
DISCONTINUED OPERATIONS

The  operations of Victoria 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.

COPTENT TRADING LTD - 100%

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

Coptent  Trading  Ltd and Victoria Lumber LLC purchase different sort and rounds
of  pine,  larch,  birch  logs  from  small and medium size Russian Producers in
Tomsk,  Lesosibirsk,  Irkutsk and Chita based on DAF (Coptent Trading Ltd) while
cost  of goods purchased by Victoria Lumber includes transportation expenses and
commissions.  Company  sells  its  forestry products to Chinese companies on the
custom  Dzamin-Uud/Erlyan and Zabaikalsk/Manzhuaria on FCA (Coptent Trading Ltd)
and  DAF (Victoria Lumber LLC). Sales are done both through Coptent Trading Ltd.
and  Victoria  Lumber  LLC  to  diversify  the  risks of nonpayment and untimely
shipments  and  monitor  efficiency  of  transportation  costs  of  logs.

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

The  Company  has  identified  a  number  of additional export opportunities for
forestry products originating from Russia. The main destinations of such 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.

REGULATIONS GOVERNING RUSSIAN BUSINESS ENTITIES

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


<PAGE>
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.     18%  value  added  tax  (established  pursuant  to Chapter 21 of the
Tax  Code of Russia), applicable only to domestic sale of goods in Russia. There
is  no  value  added  tax  on  goods  exported  from  Russia;

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

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

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

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

     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.


<PAGE>
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 Chelyabinsk, Ural region of Russia.
Monthly  rent  paid  for  our office in Chelyabinsk in 2005 was 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 years
ended  December  31,  2005  and  2004.


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:


<PAGE>
<TABLE>
<CAPTION>
                               OTC Bulletin Board


                  Quarter ended              High    Low
                                             -----  -----
<S>                                          <C>    <C>
                December 31, 2005            $0.26  $0.26

               September 30, 2005            $0.30  $0.30

                 June 30, 2005               $0.30  $0.30

                 March 31, 2005              $0.50  $0.18

                December 31, 2004            $0.50  $0.15

               September 30, 2004            $1.01  $0.20

                 June 30, 2004               $1.01  $0.51

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

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

As  of  March  29, 2006 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.


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


DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

RESULTS OF OPERATIONS

Revenues  recognized  for the years ended December 31, 2005 and 2004 amounted to
$5,353,013  and  $2,164,534,  respectively.  Cost  of  sales  for the respective
periods,  2005  and  2004, consisted mainly of purchased logs and transportation
cost  in  amounts  of  $4,154,501  and  $1,883,639,  respectively.

The  significant  increase  in sales for 2005 in comparison with 2004 was mostly
due  to  the  increased volumes of birch, larch, pine and ply wood in amounts of
16,503 cubic meters ($3,223,464), 19,298 cubic meters ($1,273,848), 11,555 cubic
meters  ($743,578)  and  13,036  square  meters  ($112,123),  respectively.


<PAGE>
Cost  of  sales  in  2005 consisted primarily of birch, larch, pine and ply wood
purchase  costs  and  transportation expenses amounting to $2,498,810, $987,479,
$576,417  and  $91,795,  respectively.

As compared to 2005, the relatively low gross margin in 2004 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. Beginning from
2005  we started to reduce this discount as we had established 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.

Trade  accounts  receivable  as  of  December 31, 2005, were comprised mostly of
amounts receivable for forestry products delivered to customers in the amount of
$1,750,404.  The significant increase in 2005 as compared to 2004 was due to the
increased  volumes  of  forestry  products  sold.  Other  accounts  receivable
represents  prepayment for forestry products in the amount of $118,573. Based on
the  contracts terms with customers and on the Company's management estimates no
provision  for  the  doubtful  debt  is  required,  all  outstanding amounts are
considered  to  be  recoverable.

The  long term assets of the Company as of December 31, 2005 were represented by
the  long term related party receivable and property, plant and equipment in the
amounts  of  $132,065  and  $1,183, respectively. The current portion of related
party  receivable  is  reflected as short term receivable in amount of $270,381.

Current  liabilities  of the Company as of December 31, 2005 mainly consisted of
the  trade  payable  in  amount  of $843,886, short term borrowings from related
parties  of  $77,925  and other accounts payable of $334,326. There were no long
term  liabilities  as  of  December  31,  2005.

During  the  years ended December 31, 2005 and 2004, we incurred total operating
expenses  of  $941,757  and  $324,487, respectively, consisting mainly of sales,
general  and  administrative expenses of $802,768 (2004: $200,072), compensation
expense  of  $73,751  (2004:  $99,856)  and  professional fees of $64,815 (2004:
$24,440).

Compensation  expense for 2005 and 2004 represents the imputed value of services
provided  by  the  Directors  for which no fees are due. These amounts have been
recorded  as  additional  capital  contributions.

Sales, general and administrative expenses for the years ended December 31, 2005
and  2004  include transportation and transportation related costs ($670,129 and
$115,092,  respectively),  customs  duties  ($40,517  and $4,858, respectively),
storage and office rent expenses ($27,411 and $48,707, respectively), as well as
agent  fees  and commissions for services rendered by third parties ($35,427 and
$2,205,  respectively)  and  payroll  and  payroll  related  taxes  ($19,849 and
$27,361,  respectively).

Professional fees in 2005 and 2004 mostly consisted of audit fees of $62,372 and
$20,840,  and  legal  and  filing  fees  of  $2,443  and $ $3,600, respectively.
Professional  fees  were required to maintain the Company's status as a publicly
traded  company.


<PAGE>
Depreciation  and  amortization  expense  in  2005 and 2004 amounted to $423 and
$119,  respectively.

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

CAPITAL EXPENDITURES

As  at December 31, 2005 the Company did not have significant fixed assets as in
2005  it  operated  solely  as  a  trader  and  not  a  producer.

At  certain  stage  during  2006  we  may require to add certain fixed assets or
obtain  timberland  leases  to maintain and further grow our business. The fixed
assets  may  be  in  the  form  of  warehouse  space,  manufacturing facilities,
processing  machinery,  logging  machinery,  automotive  vehicles  and tractors,
chainsaws  and  other  equipment  used for logging and lumber processing. We may
also  elect to form new partnerships, invest into and/or acquire other companies
operating  in the same segment. In order to finance future capital expenditures,
we  may need to raise substantial funds. There is no assurance that the required
financing  will  be raised. Further, there is no assurance that the Company will
be  able to continue successfully in operating existence if the required Capital
expenditures  are  not  made.

COMPETITION

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

CASH REQUIREMENTS

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


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

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

In  2005  we  recognized  a  net profit of $162,079. As of December 31, 2005 the
Company  had total current assets of $2,582,941 and total current liabilities of
$1,702,021. As of December 31, 2005, the Company had cash balance of $32,301 and
a  working  Capital  surplus  of  $880,920,  respectively.

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.
Although  operations  were profitable in 2005, there continues to be substantial
doubt about our ability to continue as a going concern as we are just commencing
operations  in  Russia  and  have  no  assurance that profitable operations will
continue.  Accordingly,  our  independent  auditors  included  an  explanatory
paragraph  in  their  report  on  the  December  31,  2005  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, 2005 and 2004
amounted to $514,520 and $388,097, respectively. Cash outflow for the year ended
December,  31  2005  and  2004 were primarily caused by the increase in accounts
receivable  of $1,629,951 (2004: $175,865) and VAT receivable of $350,077 (2004:
$80,050). Although there were significant cash inflows primarily due to increase
in  accounts  payable  of $767,360 (2004: $76,315) and other accounts payable of
$314,835  (2004:  decrease  of  $433),  as  well  as  due to decrease in prepaid
expenses  and  other  current  assets  of  $108,374 (2004: increase of $87,477).

Cash  provided  by  financing  activities in 2005 and 2004 was due to short term
loans  received in amount of $409,039 and repaid borrowings from related parties
of  $49,904,  respectively.

In  2005  cash  provided by investing activities was due to repayment of related
party note receivable in amount of $137,844. Additionally during the years ended
December  31,  2005  and  2004,  the  Company  used  $867 and $2,140 to purchase
property,  plant  and  equipment.


<PAGE>
INCOME TAXES, NET OPERATING LOSSES AND TAX CREDITS

Currently,  the  Company is liable for the Russian income tax at the rate of 24%
of  the  pre-tax earnings 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 a
creditable  tax  when determining the Company's US income taxes payable, if any.


APPLICATION OF CRITICAL ACCOUNTING POLICIES

USE OF ESTIMATES

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

REVENUE RECOGNITION

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

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


RISK FACTORS

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


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

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

LIMITED OPERATING HISTORY; ANTICIPATED LOSSES; UNCERTAINTY OF FUTURE RESULTS

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

LIMITED PUBLIC MARKET

The  Company's  Common  Stock is currently quoted on the NASD OTC Bulletin Board
under  the  ticker  symbol  VIIN.  As of March 29, 2006 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  Company  or  its  competitors,  failure to meet security
analysts'  expectations,  government  regulatory  action,  proprietary  rights
developments,  and market conditions for lumber products in general could have a
material  effect  on  the  volatility  of  the  Company's  stock  price.

POLITICAL RISKS

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

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

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS

Commencing  in  2004 Company started trading to China. The future success of the
Company  will  depend  in part on its ability to generate sales on international
markets. There can be no assurance, however, that the Company will be successful
in  generating  these  sales.  In addition, these will be subject to a number of
risks,  including:  foreign  currency  risk;  the  risks  that


<PAGE>
agreements  may  be difficult or impossible to enforce and receivables difficult
to  collect through a foreign country's legal system; foreign customers may have
longer  payment  cycles;  or foreign countries could impose withholding taxes or
otherwise  tax  the  Company's  foreign  income,  impose  tariffs, embargoes, or
exchange  controls,  or  adopt other restrictions on foreign trade. In addition,
the laws of certain countries do not protect the Company's offerings to the same
extent  as  the  laws  of  the  United  States.

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

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

LACK OF DIVERSIFICATION

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

REGULATION

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

EXPOSURE TO NATURAL DISASTERS

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

EXPOSURE TO FOREIGN EXCHANGE RATE FLUCTUATIONS

With the majority of our operations being located in the Russian Federation, the
majority of our expenses were denominated in Russian rubles, while most revenues
in  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.


<PAGE>
"PENNY STOCK" RULES MAY RESTRICT THE MARKET FOR THE COMPANY SHARES

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

POSSIBLE VOLATILITY OF SHARE PRICES

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

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

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

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

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

FUTURE DILUTION

Our statutory documents authorize the issuance of 75,000,000 common shares, each
with  a  par  value  of  $0.001.  In the event that we are required to issue any
additional  shares  or  enter into private placements to raise financing through
the  sale  of  equity  securities,  investors'  interests in our Company will be
diluted  and  investors  may  suffer  dilution  in  their  net  book  value  per


<PAGE>
share  depending on the price at which such securities are sold. If we issue any
such  Additional  shares,  such  issuances  also  will  cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such  issuance  may  result  in  a  change  in  our  control.

ANTI-TAKEOVER PROVISIONS

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

REPORTS TO SECURITY HOLDERS

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


ITEM  7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

Our  consolidated  financial  statements are stated in United States dollars and
are  prepared  in  accordance  with  United States generally accepted accounting
principles. The Report of Independent Registered Public Accounting Firm, John A.
Braden  &  Company  , P.C., of the consolidated financial statements of Victoria
Industries,  Inc*,  and  its  subsidiaries  (the  "Company")  for the year ended
December  31,  2005  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.").


<PAGE>
                            VICTORIA INDUSTRIES, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2005


Index

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

Consolidated Balance Sheet

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


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

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Victoria
Industries,  Inc.  and Subsidiaries ("the Company") as of December 31, 2005, and
the  related  consolidated  statements  of  operations  and comprehensive income
(loss),  changes in stockholders' equity (deficit). and cash flows for the years
ended  December  31,  2005 and December 31, 2004. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audit.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Victoria Industries, Inc and
Subsidiaries at December 31, 2005, and the related consolidated results of their
operations and cash flows for the years ended December 31, 2005 and December 31,
2004,  in conformity with accounting principles generally accepted in the United
States  of  America.

    The accompanying notes are an integral part of these financial statements


<PAGE>
the  years  ended  December  31,  2005 and December 31, 2004, 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 prior losses from
operations,  has  limited  operating  history  and intentions for future capital
investment  There  is  no assurance that the 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
March 29, 2006


    The accompanying notes are an integral part of these financial statements


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

--------------------------------------------------------------------------------------------
                                                                               DECEMBER 31,
                                                                                   2005
                                                                              --------------
<S>                                                                           <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                   $      32,301
  Accounts receivable                                                             1,750,404
  Related party receivable - current portion                                        270,381
  Taxes receivable                                                                  404,325
  Inventories                                                                             -
  Prepayments and other current assets                                              118,573
  Deferred tax asset                                                                  6,957

                                                                              --------------
    Total current assets                                                          2,582,941

Property, plant and equipment, net                                                    1,183
Related party receivable                                                            132,065

                                                                              --------------
TOTAL ASSETS                                                                  $   2,716,189
                                                                              ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short term borrowings from related parties                                  $      77,925
  Short term loans                                                                  409,039
  Accounts payable                                                                  843,886
  Taxes payable                                                                      34,485
  Other current liabilities                                                         334,326
  Interest payable                                                                    2,360

                                                                              --------------
    Total current liabilities                                                     1,702,021

Commitments and Contingencies                                                             -


STOCKHOLDERS' EQUITY

  Common stock, $0.001 par value, 10,965,090 shares issued and outstanding           10,965
  Additional paid-in capital                                                      1,823,629
  Accumulated deficit                                                              (818,200)
  Accumulated other comprehensive loss - foreign currency                            (2,226)

                                                                              --------------
Total stockholders' equity                                                        1,014,168

                                                                              --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    $   2,716,189
                                                                              ==============
</TABLE>

    The accompanying notes are an integral part of these financial statements


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

----------------------------------------------------------------------------------
                                                         FOR THE YEARS ENDED
                                                     DECEMBER 31,    DECEMBER 31,
                                                         2005            2004
                                                    --------------  --------------
<S>                                                 <C>             <C>

REVENUES                                            $   5,353,013   $   2,164,534

COST OF SALES                                          (4,154,501)     (1,883,639)
                                                    --------------  --------------

                                                        1,198,512         280,895

OPERATING EXPENSES
Sales, general and administrative                        (802,768)       (200,072)
Compensation                                              (73,751)        (99,856)
Professional fees                                         (64,815)        (24,440)
Depreciation and amortization                                (423)           (119)
                                                    --------------  --------------

OPERATING INCOME (LOSS)                                   256,755         (43,592)

OTHER INCOME (EXPENSE)
Interest income                                            17,338           1,442
Interest expense                                          (37,405)              -
Foreign exchange loss                                     (34,259)         (7,703)
Other expense, net                                         (5,403)        (28,606)
                                                    --------------  --------------

INCOME (LOSS) BEFORE TAX                                  197,026         (78,459)

INCOME TAX                                                (34,947)        (13,862)

NET INCOME (LOSS)                                         162,079         (92,321)
                                                    --------------  --------------

Other comprehensive (loss) income
  Foreign currency translation (loss) income              (13,947)         45,645
                                                    --------------  --------------

COMPREHENSIVE INCOME (LOSS)                         $     148,132   $     (46,676)
                                                    ==============  ==============

BASIC INCOME (LOSS) PER SHARE                       $        0.01   $       (0.01)

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

    The accompanying notes are an integral part of these financial statements


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

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

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

Contributed services                        -        -          99,856               -                -              99,856
Comprehensive income 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

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

                                   ----------  -------  --------------  ---------------  ---------------  ------------------
DECEMBER 31, 2005                  10,965,090  $10,965  $    1,823,629  $      ( 2,226)  $     (818,200)  $       1,014,168
                                   ==========  =======  ==============  ===============  ===============  ==================
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>
                                                                              VICTORIA INDUSTRIES, INC.
                                                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                              (EXPRESSED IN US DOLLARS)
-------------------------------------------------------------------------------------------------------
                                                                              FOR THE YEARS ENDED
                                                                          DECEMBER 31,    DECEMBER 31,
                                                                              2005            2004
                                                                         --------------  --------------
<S>                                                                      <C>             <C>
CASH USED IN OPERATING ACTIVITIES:
    Net income (loss)                                                    $     162,079   $     (92,321)
    Adjustments to reconcile net income (loss)
    to net cash in operating activities:
      Contributed services by shareholders                                      73,751          99,856
      Deferred tax (gain) expense                                              (18,152)         12,493
      Net accrued interest                                                     (16,053)              -
      Depreciation                                                                 423             119

    Changes in current assets and liabilities:
      (Increase) in accounts receivable                                     (1,629,951)       (175,865)
      Decrease (increase) in prepaid expenses and other current assets         108,374         (87,477)
      Decrease (increase) decrease in inventories                               36,321        (141,009)
      (Increase) in VAT receivable and other taxes prepaids                   (350,077)        (80,050)
      Increase in accounts payable                                             767,360          76,315
      Increase in taxes payable                                                 34,210             275
      Increase (decrease) increase in other accounts payable                   314,835            (433)
      Increase in interest payable                                               2,360               -
                                                                         --------------  --------------
  NET CASH FLOW FROM OPERATING ACTIVITY                                       (514,520)       (388,097)

CASH PROVIDED BY FINANCING ACTIVITIES:
    Proceeds on borrowings from related parties                                409,039          49,904
                                                                         --------------  --------------
  NET CASH FLOW FROM FINANCING ACTIVITY                                        409,039          49,904

CASH PROVIDED BY (USED IN) INVESTING ACTIVITY:
    Promissory notes payments                                                  137,844               -
    Purchase of property, plant and equipment                                     (867)         (2,140)
                                                                         --------------  --------------
  NET CASH FLOW FROM INVESTING ACTIVITY                                        136,977          (2,140)

  Effect of exchange rate changes                                              (13,947)         21,849
                                                                         --------------  --------------

INCREASE (DECREASE) IN CASH:                                                    17,549        (318,484)
CASH, AT THE BEGINNING OF THE PERIOD                                            14,752         333,236

                                                                         --------------  --------------
CASH, AT THE END OF THE PERIOD                                           $      32,301   $      14,752
                                                                         ==============  ==============
<FN>

     (1)  Cash paid for income tax in the amount of $53,099 and $1,369 the years ended December 31,
     2005 and 2004,  respectively.
     (2)  Cash  paid  for  interest in the amount of $5,780 and $0 for the years ended December 31,
     2005 and 2004,  respectively.
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
1.   NATURE  OF  BUSINESS

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

The  current  principal  activities  of  Victoria  Industries,  Inc.  and  its'
subsidiaries (collectively referred to as the "Company") as of December 31, 2005
and  2004  were  as  follows:

<TABLE>
<CAPTION>
OPERATING ENTITY              PRINCIPAL ACTIVITY      COUNTRY OF    DECEMBER 31,   DECEMBER 31,
                                                     INCORPORATION      2005           2004
                                                                             Control  %
-------------------------  ------------------------  -------------  -------------  -------------
<S>                        <C>                       <C>            <C>            <C>
Victoria Industries, Inc.  Holding company           United States             -              -
                                                     of America

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

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

Victoria Sibwood                                     Russian                   0             67%
                                                     Federation

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

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

The  number  of employees of the Company at December 31, 2005 and 2004 was 9 and
10,  respectively.

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

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. While the company was profitable in 2005, there is no assurance that
the  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

    The accompanying notes are an integral part of these financial statements


<PAGE>
narrow  customer  base  and  limited  funding  raise substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

Management  of the Company plans to continue to recover its' losses that relates
to  prior periods through extensive marketing policy and flexible shipment terms
being  offered to its new clients for 2006. 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). The functional
currency of our Cyprus subsidiary is U.S. Dollars. The Russian subsidiary of the
Company  maintains  its  accounting records in Russian Rubles in accordance with
the  accounting  and  reporting  regulations  of the Russian Federation. Russian
statutory  accounting  principles and procedures differ substantially from those
generally  accepted  under  US  GAAP.  Accordingly,  the  consolidated financial
statements,  which  have  been  prepared  from  the  Company's Russian statutory
accounting  records, reflect adjustments necessary for such financial statements
to  be  presented  in  accordance  with  US  GAAP.

USE  OF  ESTIMATES  AND ASSUMPTIONS - The preparation of financial statements in
conformity  with generally accepted accounting principles requires management to
make  estimates  and  assumptions that affect the reported amounts of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

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

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


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

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

Where  necessary,  adjustments  are  made  to  the  financial  statements  of
subsidiaries  to  ensure  the  accounting  policies  are  consistently  applied.

    The accompanying notes are an integral part of these financial statements


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

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

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

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment is stated at cost.

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

          Office  Equipment    4 - 6  years
          Computer  Equipment      3  years

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

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

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

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

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

    The accompanying notes are an integral part of these financial statements


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

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

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

The  Company  has  adopted  Financial Accounting Standards No. 109 ("SFAS 109"),
under  which the deferred tax is accounted for using the balance sheet liability
method  in respect of temporary differences arising from differences between the
carrying  amount  of  assets and liabilities in the financial statements and the
corresponding  tax basis used in the computation of taxable profit. Deferred tax
liabilities  are  generally recognized for all taxable temporary differences and
deferred  tax  assets  are  recognized  to  the  extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilized. Deferred tax assets and liabilities are offset when they relate
to income taxes levied by the same taxation authority and the Company intends to
settle  its  tax  assets  and  liabilities  on  a  net  basis.

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

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

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.

    The accompanying notes are an integral part of these financial statements


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

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

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

NEW  ACCOUNTING  PRONOUNCEMENTS  -  In  May  2005, the FASB issued SFAS No. 154,
Accounting  Changes  and  Error  Corrections.  SFAS  No. 154 replaces Accounting
Principles  Board  Opinion No. 20, Accounting changes, and SFAS No. 3, Reporting
Accounting  Changes  in  Internal  Financial  Statements,  and  changes  the
requirements  for  the  accounting  for  and reporting of a change in accounting
principle.  SFAS  No.  154  requires  retrospective  application  of  changes in
accounting  principle  to  the prior periods` financial statements, unless it is
impracticable  to determine either the period-specific effects or the cumulative
effect  of  the  change.  SFAS  No.  154 is effective for accounting changes and
corrections  of  errors  made in fiscal years beginning after December 15, 2005.
The  Company adopts SFAS No. 154 on January 1, 2006. Any impact on the Company's
consolidated  results  of operations and earnings per share will be dependent on
the  amount  of  any  accounting  changes  or  corrections  of  errors  whenever
recognized.


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.

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.

    The accompanying notes are an integral part of these financial statements


<PAGE>
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 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  Company 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 Company contributed an additional $247,433 in order to comply with new
capital  structure.  As  of  June  30,  2004  the  minority shareholders did not
contribute  their  share  of  the additional capital increasing Company's actual
shareholding  up  to  67%.

In  August  2004  the  Company  decided  to  terminate  its interest in Victoria
Siberian Wood, LLC, due to unresolved disputes with the minority shareholder. As
of  December 31, 2004 the Company 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  6). This transaction has been valued at the
discounted  amount of future receivable and net affect on disposal was reflected
as  of  December  31,  2004.

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 6)
            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 approximated the fair market value the Company could have
negotiated  with  a  third  party  based  on  an  arms-length  transaction.

    The accompanying notes are an integral part of these financial statements


<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.

COPTENT TRADING LTD - 100%

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


5.   ACCOUNTS  RECEIVABLE

As  of December 31, 2005 accounts receivable of $1,750,404 were mostly comprised
of  $1,387,924 receivable from Yun Chou and $342,288 receivable from Exintra for
the  forestry  products  sold.  The company considers all receivables to be full
collectable.


6.   RELATED  PARTY  RECEIVABLE

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

<TABLE>
<CAPTION>
                                   AT COST      AT NET PRESENT
                                                    VALUE
                                                 DECEMBER 31,
                                                    2005
                              ---------------  ---------------
<S>                           <C>              <C>
          March 31, 2006      $        68,922  $        68,387
          June 30, 2006                68,922           67,856
          September 30, 2005           68,922           67,330
          December 31, 2005            68,922           66,808
                              ---------------  ---------------
          CURRENT PORTION             275,688          270,381

          March 31, 2006               68,922           66,289
          June 30, 2006                68,923           65,776
                              ---------------  ---------------
          LONG TERM PORTION           137,844          132,065

                              ---------------  ---------------
          TOTAL               $       413,532  $       402,446
                              ===============  ===============
</TABLE>

The  net recovered amount of the investment has been discounted approximately at
3%,  the  estimated  cost  of  capital  as  of  December  31,  2005.

The  net  discounted  amount  of  $402,446  is equal to the Company's balance of
amount  receivable  in exchange of its` share in net assets of Siberian Wood LLC
after  redemption  of  two  scheduled  payments  in  the  amount  of  $137,844.

    The accompanying notes are an integral part of these financial statements


<PAGE>
7.  TAXES  RECEIVABLE

Taxes  receivable  balance of $404,325 as of December 31, 2005 is represented by
VAT receivable and was discounted at 15% annual rate based on average six months
turnover  period.


8.   PREPAYMENTS  AND  OTHER  CURRENT  ASSETS

As  of  December  31,  2005 prepayments of $118,573 was comprised of advances to
Cenex Continental, Victoria Coptent`s payment agent in order to purchase certain
amounts  of  forestry  products.


9.   INCOME  TAX

The  Company's provision for income tax for the year ended December 31, 2005 was
as  follows:

<TABLE>
<CAPTION>
                              12/31/2005
                             ------------
<S>                          <C>
Current tax                  $    53,099
Deferred tax (gain) expense      (18,152)
                             ------------
TOTAL INCOME TAX CREDIT      $    34,947
                             ============
</TABLE>

Deferred  taxes reflect the net tax effects of temporary differences, due to the
discounting  of  VAT  receivable,  between  the  carrying  amounts of assets and
liabilities  for  financial  reporting  purposes  and  the  amounts used for tax
purposes.

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

<TABLE>
<CAPTION>
                                                 12/31/2005
                                                ------------
<S>                                             <C>
Net (liability) at the beginning of the period  $   (11,195)
Charged to income (expense) for the period           18,152
                                                ------------
NET ASSET AT THE END OF THE PERIOD              $     6,957
                                                ============
</TABLE>

The tax effect on the major temporary differences that give rise to the deferred
tax  assets  as  at  December  31,  2005  is  presented  below:

<TABLE>
<CAPTION>
                                           12/31/2005
                                          ------------
<S>                                       <C>
TEMPORARY DIFFERENCES THAT GIVE RISE TO
DEFERRED TAX ASSETS
  Valuation of VAT receivable             $    29,265
TOTAL                                     $    29,265

TEMPORARY DIFFERENCES THAT GIVE RISE TO
DEFERRED TAX LIABILITIES                         (279)

                                          ------------
NET DEFERRED TAX ASSET (LIABILITY)        $    28,986
                                          ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
The deferred tax assets as at December 31, 2005, calculated at effective Russian
income  tax  rate  of  24%,  is  consisted  of  the  following:

<TABLE>
<CAPTION>
                                     12/31/2005
                                    ------------
<S>                                 <C>
DEFERRED TAX ASSETS
  Valuation of VAT receivable       $     7,024
                                    ------------
TOTAL                               $     7,024

DEFERRED TAX LIABILITIES                    (67)

                                    ------------
NET DEFERRED TAX ASSET (LIABILITY)  $     6,957
                                    ============
</TABLE>

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

<TABLE>
<CAPTION>
                                                     12/31/2005
                                                    ------------
<S>                                                 <C>
Income (Loss) before income tax                     $   197,026
Theoretical income tax (benefit) at statutory rate       66,989
Adjustments due to:
    Non deductible fair value
    compensation adjustment                              25,075
    Other permanent differences                         (57,117)
                                                    ------------
INCOME TAX EXPENSE                                  $    34,947
                                                    ============
</TABLE>

At  December  31,  2005  the  Company had a net operating loss carry forward for
purposes  of  US  federal income tax of approximately $230,000.  No deferred tax
asset  has  been  recorded because of the uncertainty of realization.  The carry
forward  expires  in  2024.


10.  PROPERTY,  PLANT  AND  EQUIPMENT

Property,  plant  and  equipment  as  of  December  31,  2005  consisted  of the
following:

<TABLE>
<CAPTION>
                           12/31/2005
                          ------------
<S>                       <C>
Computer equipment        $     2,087
Accumulated Depreciation         (904)
                          ------------
NET BOOK VALUE            $     1,183
                          ============
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
11.  SHORT  TERM  BORROWINGS  FROM  RELATED  PARTIES

Borrowings  from related parties of $77,925 as of December 31, 2005 are composed
of

          -    Advances  from  the  shareholders  as of December 31, 2005 in the
               amount  of  $62,925  represents  non-interest  bearing borrowings
               repayable  on  demand  to  finance administration of the New York
               office  of  the  Company.

          -    Borrowings  from  the former directors outstanding as of December
               31,  2005 represented the outstanding balance of $15,000 of short
               term  loans  obtained during the year ended December 31, 2002 and
               repayable  on  demand.


12.   SHORT  TERM  LOANS

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

<TABLE>
<CAPTION>
                                          %, CURRENCY      12/31/2005
                                      -------------------  -----------
<S>                                   <C>                  <C>

Thor United Corporation                   12%, US Dollars  $   200,640
Sberbank - revolving credit facility  14%, Russian Rubles      173,732
Sberbank - cash credit                16%, Russian Rubles       34,667
                                                           -----------
TOTAL                                                      $   409,039
                                                           ===========
</TABLE>

The  short  term  loans  from  Sberbank  outstanding as at December 31, 2005 are
secured  by the guarantees of several individual major shareholders and officers
of  the  company.  The credit line facility is also secured by property owned by
related  parties.  The  short term loan obtained from Thor United Corporation is
secured  by  Victoria Industries` common stock.  Proceeds of the loans were used
mainly  for  immediate  working  capital  requirements.

Interest  expense  for the years ended December 31, 2005 and 2004 was accrued in
the  amount  of  $8,140 and $0, respectively and represents the weighted average
interest  rate  on  pool  of  loans.


13.  TAXES  PAYABLE

Taxes payable as of December 31, 2005 consisted of the following:

<TABLE>
<CAPTION>
                                        12/31/2005
                                        -----------
<S>                                     <C>
Income Tax - Coptent Trading (Cyprus)   $    32,364
Income tax - Victoria Lumber (Russian
Federation)                                   1,666
Taxes withheld from employees                   455
                                        -----------
TOTAL                                   $    34,485
                                        ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements


<PAGE>
14.  OTHER  CURRENT  LIABILITIES

Other accounts payable of $334,326 as of December 31, 2005 were mostly comprised
of  $314,821 payable to Exintra and represents transportation, storage and other
expenses, which pursuant to our agreement with Exintra are initially incurred by
the  latter  and  are  subsequently  reimbursed  by  the  Company.


15.  INTEREST  PAYABLE

As  of  December  31,  2005  the amount of $2,360 represents balance of interest
accrued  on  short  term  loans  obtained  by the Company during 2005 (Note 12).


16.  COMMON  STOCK

There  are  75,000,000  common  shares  authorized  by the Company's Amended and
Restated Certificate of Incorporation. There are 10,965,090 ordinary shares with
a  par  value  of  $0.001  US  dollar  issued  and fully paid, outstanding as of
December  31,  2005  and  2004.

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

No  dividends were declared or paid during the years ended December 31, 2005 and
2004.


17.  RELATED  PARTIES

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

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

For  details  of  related party balances outstanding as of December 31, 2005 see
Notes  4,  6  and  11.


18.  COMMITMENTS  AND  CONTINGENCIES

LEASE  COMMITMENTS - The Company leases office space on a year by year basis and
its  outstanding  lease  commitments  as  of December 31, 2005, are presented as
follows:

<TABLE>
<CAPTION>
                              2006
                            -------
<S>                          <C>
          Office lease       $8,339
                             ======
</TABLE>

LITIGATION  -  The  Company  has  been  and continues to be the subject of legal
proceedings  and  adjudications  from  time  to  time,  none  of  which has had,
individually  or  in  the  aggregate,  a material adverse impact on the Company.
Management  believes  that  the  resolution  of  all

    The accompanying notes are an integral part of these financial statements


<PAGE>
business  matters  will  not  have  a material impact on the Company's financial
position  or  operating  results.

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


19.  RISK  MANAGEMENT  POLICIES

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

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

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

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

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

CONCENTRATION  OF SALES - Sales in excess of 5% to any one customer for the year
ended  December  31,  2005  were  as  follows:

<TABLE>
<CAPTION>
               12/31/2005
               -----------
<S>            <C>
Yun Chou       $ 4,572,788
Exintra            398,489
FinRost            276,954
Other              104,782
               -----------
TOTAL          $ 5,353,013
               ===========
</TABLE>

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

Our  main  suppliers in excess of 5% over the cost of goods sold during the year
ended  December  31,  2005  were  as  follows:

    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>
                        12/31/2005
                        -----------
<S>                     <C>
Stroitransservice       $ 2,028,951
Tekhkomservice            1,266,264
Exintra                     723,336
Sibcomvest                  135,950
                        -----------
TOTAL                   $ 4,154,501
                        ===========
</TABLE>

During  2005  the  Company and Exintra were involved in business transactions of
the  following  nature:

SUPPLIER. The Company has been purchasing lumber from Exintra since 2004. During
this  time  Exintra  has  proven  itself  to be a dependable supplier of quality
lumber.  Exintra  has  a presence in Tomsk region of the Russian Federation from
where  the  Company  sources  a significant proportion of its lumber purchasing.
During  2005  the  Company's  purchases  from  Exintra  amounted  to  $723,336.

CUSTOMER. During 2005, the Company from time to time sold lumber to Exintra when
the  latter offered favorable terms for the Company's product especially for the
Company's  slow  moving  inventory.  Such sales allowed us to manage our working
capital requirements and optimize our product mix during the high season. During
2005  the  Company's  sales  to  Exintra  amounted  to  $398,489.

AGENT.  During 2005, Exintra also acted as the agent of the Company based on the
commission  agreement  (attached  herewith  as  Exhibit  A).  Pursuant  to  the
commission  agreement,  Exintra  was  entitled to 1% (one percent) commission of
sales  to  customers introduced by Exintra. In addition to the above commission,
Exintra  was  entitled  to  the  reimbursement  of  certain expenses incurred by
Exintra provided such expenses have been authorized by the Company. During 2005,
Exintra's  introductions  generated  $3,484,127  in  sales  for  which Exintra's
commission  amounted  to  $35,427.

The  Company  sells  lumber to it's major Chinese customer, Yun Chou through its
operating  subsidiary,  Coptent  Trading,  Ltd.,  which  provides  marketing and
administration  services.

INTEREST RATE RISK - Interest rate risk arises from the possibility that changes
in interest rates will affect the value of the financial instruments. Currently,
the  Company's  management approach to the interest risk limitation is borrowing
at  fixed  rates.


20.  CONCENTRATION  OF  BUSINESS  RISK

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


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

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).

    The accompanying notes are an integral part of these financial statements


<PAGE>
ITEM  8A.  CONTROLS  AND  PROCEDURES

As  of  the  end  of the period covered by this Annual Report on form 10-KSB, an
evaluation was performed under the supervision and with the participation of our
management,  including  the Chief Executive Officer and Chief Financial Officer,
of  the effectiveness of the design and operation of our disclosure controls and
procedures  (as defined in Rules 13a-15 (e). Based on that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to  disclose in reports that we file or submit under the Securities and Exchange
Act  of  1934  (a)  is  recorded,  processed, summarized and reported within the
periods specified in Securities and Exchange Commission rules and forms, and (b)
is accumulated and communicated to our management, including our Chief Executive
Officer  and  Chief Financial Officer, as appropriate, to allow timely decisions
regarding  required  disclosure.  Our  disclosure  controls  and  procedures are
designed  to  provide  reasonable assurance that such information is accumulated
and  communicated  to  our  management.  Our  disclosure controls and procedures
include  components  of  our  internal  control  over  financial  reporting.
Management's  assessment  of  the  effectiveness  of  our  internal control over
financial  reporting  is expressed at the level of reasonable assurance that the
financial  statements  and  other  information presented herewith are materially
correct.

The  registrant's principal executive and financial officers 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 were
no  significant deficiencies or material weaknesses in the registrant's internal
controls.

PART  III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

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


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


We  adopt the following procedure for Shareholder communications with Directors:

The  Company receives mail from shareholders addressing all and any issues, most
recently,  a  shareholder  request  to  transfer  the shares in his wife's name,
question  regarding  the  number  of shares held by a specific shareholder, etc.

    The accompanying notes are an integral part of these financial statements


<PAGE>
The  Company provides any such letters to a member of the Board of Directors for
review  and  to  take  further  action.  At  this time, as the amount of mail is
minimal,  such  questions/requests  are  not screened and are sent directly to a
designated  Board  Member  for  review  and  further  action.

The  Board  then  determines  whether  the  particular  question/request  can be
answered or be assisted by the Company, in which case further steps are taken by
the  Company,  or  redirected  to  another,  e.g.  the transfer agent. Where the
request  is  directed  to a third party (most commonly to the Company's transfer
agent)  a  notice  is sent to the shareholder letting them know their request is
being  processed..

Any  and  all  direct communications between shareholders and the Company and/or
its  Board  Members  are  kept  on  file.


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.

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.  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.

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.

    The accompanying notes are an integral part of these financial statements


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


COMMITTEES OF THE BOARD OF DIRECTORS

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

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

During  the  fiscal  year  ending  December  31,  2005,  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 2005.

For  the  fiscal  year ended December 31, 2005, 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, 2005, the Board of Directors have also
discussed  with  management  and  its independent auditors issues related to the
overall scope and objectives of the audits conducted, the internal controls used
by  the  Company,  and  the  selection  of  the  Company's  independent auditor.
Additional  meetings  were  held  with  the  independent auditor, with financial
management  present, to discuss the specific results of audit investigations and
examinations  and  the  auditor's  judgments  regarding any and all of the above
issues.  No  significant  issues were raised as the result of those discussions.

    The accompanying notes are an integral part of these financial statements


<PAGE>
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, 2005 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.


ITEM  10.  EXECUTIVE  COMPENSATION

During 2005 the Company did not pay our senior management any material salaries.
Actual  salaries  were  based  on  nominal rates. The Company estimates the fair
value  of  the  management  compensation  for  the  periods  of their respective
services  as  follows:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION       FAIR   ACTUAL  FAIR VALUE
                                 VALUE   SALARY  ADJUSTMENT
-------------------------------  ------  ------  ----------
<S>                              <C>     <C>     <C>
Albert Abdouline                 50,000       -      50,000
CEO, CFO of Victoria
Industries

Victor Kislinsky                 30,000   6,249      23,751
CEO, Victoria Lumber
                                 ------  ------  ----------
Total                            80,000   6,249      73,751
                                 ======  ======  ==========
</TABLE>

In  order  to  bring the amount of the 2005 management compensation in line with
its  fair  value,  the  Company recognized an additional compensation expense of
$73,751  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,  2005.

    The accompanying notes are an integral part of these financial statements


<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 BENEFICIAL OWNER              AMOUNT OF   PERCENT OF
                                                  BENEFICIAL     CLASS
                                                   INTEREST

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

Inverness, Inc.                                    4,048,804        36.5%
556 Main Str., Hunkins Plaza
Charlestown, Nevis

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

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

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

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

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


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

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

    The accompanying notes are an integral part of these financial statements


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

REPORTS  ON  FORM  8-K

A  current  report  on  Form 8K/A Item 4.01: Changes in the Company's Certifying
Accountants and Item 9.01 Financial statements and Exhibits was filed on June 9,
2005.

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  year  ended  December  31,  2005

Consolidated  Balance  Sheet  as  of  December  31,  2005

Consolidated Statements of Changes in Stockholders' Equity (Capital Deficit) for
the  years  ended  December  31,  2005  and  2004

Consolidated  Statement of Operations and Comprehensive Loss for the years ended
December  31,  2005  and  2004

Consolidated  Statements of Cash Flows for the years ended December 31, 2005 and
2004

Notes  to  the Consolidated Financial Statements for the year ended December 31,
2005


EXIBITS  REQUIRED  BY  ITEM  601  OF  REGULATION  S-B

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

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

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


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


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


MATERIAL  AGREEMENTS

     1.   Commission  Agreement  between  Victoria  Lumber,  LLC.  and  Exintra.
     2.   Sales  Contract  between  Coptent  Trading,  Ltd.  and  Yun Chow #888.
     3.   Sales  Contract  between  Coptent  Trading,  Ltd.  and  Yun Chow #999.
     4.   Agreement  between  Victoria  Resources,  Inc.  and  Tomlesprominvest
          relating  to  the  disposal  of  the  subsidiary.
     5.   Reassignment  agreement  between  Victoria  Resources,  Inc,  and
          Promtekhresurs.


<PAGE>
SUBSIDIARIES:

Victoria Resources Inc.
Victoria Lumber LLC
Coptent Trading Ltd


ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES


AUDIT  FEES

The  Audit Fees for year 2005 were for services associated with the consolidated
U.S.  GAAP  audits  and reviews of the applicable quarterly reports and offering
memoranda  rendered  for the Company by Independent Registered Public Accounting
Firm  -  John  A.  Braden  &  Co.  P.C.

AUDIT-RELATED  FEES

During 2005, we have not paid any Audit-Related Fees.

TAX FEES

The  Tax  Fees  for 2005 were mainly for services associated with tax compliance
and  other  tax  consulting  services.


AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

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


SIGNATURES

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

Date: March 29, 2006                                Victoria Industries, Inc.

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