UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A








x ANNUAL REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008




 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934


FOR THE
TRANSITION PERIOD FROM _____ TO ________





Commission
file number: 000-27189





VICTORIA
INDUSTRIES, INC.


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





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





551 Fifth
Avenue, Suite 423, New York, NY 10017.


(Address
of principal executive offices)





(646)
825-8083


(Issuer's
telephone number)





The  registrant  (1)
has filed all reports required to be filed by Section 13 or 15(d)  of
the Securities and Exchange Act of 1934 during the preceding 12 months
(or  for  such  shorter  period  that  the  registrant
was required to file such reports),  and  (2) has been
subject to such filing requirements for the past 90 days.  Yes x      No
 ̈





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




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




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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates as of August 6, 2009 was $109,889.





The  number  of
shares outstanding of each of the registrant's classes of common
stock,  as  of  the latest practicable date:
10,558,836 Common Stock with $0.001
par  value  outstanding  as  of  August
6, 2009.





Documents
incorporated by reference: None









VICTORIA
INDUSTRIES, INC.


FORM
10-K/A


TABLE OF
CONTENTS




PagePart
      I.Item
      1.   Description of Business
            2Item
      2.   Description of Properties
            4Item
      3.   Legal Proceedings
            4Item
      4.   Submission of Matters to a Vote of Security
      Holders
            5Part
      II.Item
      5.   Market for Common Equity and Related Stockholder
      Matters
            5Item
      6.   Management's Discussion and Analysis of Financial
      Condition and Results of Operations
            6Item
      7.   Financial Statements and Supplementary
      Data
            7Item
      8.   Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure
            17Item
      8a.  Controls and Procedures
            18Part
      III.Item
      9.   Directors and Executive Officers of the Registrant;
      Compliance with section 16a of the Exchanges Act
            19Item
      10.  Executive Compensation
            20Item
      11.  Security Ownership of Certain Beneficial Owners and
      Management
            20Item
      12.  Certain Relationships and Related
    Transactions
            21Part
      IV.Item
      13.  Exhibits, Financial Statement Schedules and Reports on Form
      8-K
            21Item
      14.  Principal Accountant Fees and Services
            22Signatures
            23Exhibits
      Index








- 2
-




PART
I.





ITEM
1.   DESCRIPTION OF BUSINESS





FORWARD-LOOKING  STATEMENTS





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





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





All
dollar amounts refer to US dollars unless otherwise indicated.





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




COMPANY
OVERVIEW





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





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





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





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





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


- 3
-


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





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





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





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







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





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





The
principal executive office of the Company is situated at the following address:
551 Fifth Avenue, Suite 423, New York, NY 10017, USA.





ITEM
2.  DESCRIPTION  OF  PROPERTY





None.





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.




- 4
-





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, 2008 and 2007.





PART
II:





ITEM
5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDERS  MATTERS





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







OTC
Bulletin Board




Quarter
      ended
            
            High
            
            
            LowMarch
      31, 2008
            
            $
            0.11
            
            
            $
            0.11June
      30, 2008
            
            $
            0.11
            
            
            $
            0.11September
      30, 2008
            
            $
            0.11
            
            
            $
            0.11December
      31, 2008
            
            $
            0.11
            
            
            $
            0.11


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 27, 2009 we had 10,558,836 shares of common stock outstanding and
approximately 33 stockholders of record. This number of stockholders does not
include stockholders who hold our securities in street name.





Dividend
Policy





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





- 5
-


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




DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION





OVERVIEW





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





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





In order
to continue as a going concern, the Company requires additional financing. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If the Company is not able to continue as a going concern, it would
likely be unable to realize the carrying value of the Company's assets reflected
in the balances set out in the preparation of consolidated financial statements.
The Company's limited revenue history, high concentration of credit risk in
consequence of its dependence on a single major customer and limited funding
raise substantial doubt about the Company's ability to continue as a going
concern.





PLAN
OF OPERATION





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





Indemnification
of Directors, Officers and Others





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





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


- 6
-


Future
Dilution





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





Anti-takeover
provisions





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





Reports
to Security Holders





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




ITEM
7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





Our
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles. The
Report of Independent Registered Public Accounting Firm, John A. Braden &
Co, P.C., of the financial statements of Victoria
Industries,  Inc*,  (the  "Company")  for  the
year ended December  31, 2008 is included herein immediately preceding
the audited
financial  statements  for  the  respective  periods.





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


- 7
-




VICTORIA
INDUSTRIES, INC.


FINANCIAL
STATEMENTS




DECEMBER
31, 2008





Index





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





Balance
Sheet





Statements
of Changes in Stockholders' Equity





Statement
of Operations and Comprehensive Loss





Statements
of Cash Flows





Notes to
the Financial Statements





- 8
-




VICTORIA
INDUSTRIES, INC.


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







We have
audited the accompanying balance sheet of Victoria Industries, Inc.. (A
Development Stage Company) (“the Company”) as of December 31, 2008 and December
31, 2007, and the related statements of operations and comprehensive income
(loss), changes in stockholders’ equity and cash flows for the years ended
December 31, 2008 and 2007. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.




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




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Victoria Industries, Inc at
December 31, 2008, and the related results of their operations and cash flows
for the years ended December 31, 2008 and 2007, in conformity with accounting
principles generally accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $28,908 during the year ended
December 31, 2008, and, as of December31,
2008,
the Company’s current liabilities exceeded its current assets by $82,396. These
factors, among others, including the Company’s ability to find a suitable merger
candidate raise substantial doubt about the Company’s ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.








John A.
Braden & Co, P.C.


Houston,
Texas


March 30,
2009


- 9
-


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


(Expressed
in US Dollars)







December
      31,
              2008
            
            
            December31,
              2007TOTAL  ASSETS
            
            $
            —
            
            
            $
            —LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESShort-term
      loans from related parties
            
            
            82,396
            
            
            
            53,488Total
      current liabilities
            
            
            82,396
            
            
            
            53,488STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 10,558,836 shares issued and
      outstanding
            
            
            10,559
            
            
            
            10,559Additional
      paid-in capital
            
            
            1,805,745
            
            
            
            1,805,745Accumulated
      deficit
            
            
            (1,898,700
            )
            
            
            (1,869,792
            )Total
      stockholders' equity
            
            
            (82,396
            )
            
            
            (53,488
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            —
            
            
            $
            —


The
accompanying notes are an integral part of these financial
statements




- 10
-







VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


(Expressed
in US Dollars, except share amounts)







For
      the years ended
            
            
            Since
      returnDecember
      31,
            
            
            December
      31,
            
            
            To
      development2008
            
            
            2007
            
            
            StageOPERATING
      EXPENSESSales,
      general and administrative
            
            $
            —
            
            
            $
            (408
            )
            
            $
            —Compensation
            
            
            
            
            
            
            (19,223
            )Professional
      fees
            
            
            (28,908
            )
            
            
            (75,512
            )
            
            
            (48,908
            )OPERATING
      LOSS
            
            
            (28,908
            )
            
            
            (95,143
            )
            
            
            (48,908
            )OTHER
      EXPENSEInterest
      expense
            
            
            
            
            
            
            (20,484
            )
            
            
            —NET
      LOSS FROM CONTINUING OPERATIONS
            
            
            (28,908
            )
            
            
            (115,627
            )
            
            
            (48,908
            )DISCONTINUED
      OPERATIONSGain
      from operations of discontinued segment
            
            
            
            
            
            
            177,211(
      Loss)  on disposal of discontinued operations
            
            
            
            
            
            
            (1,527,474
            )—
            
            
            
            (1,350,263
            )Other
      comprehensive incomeCOMPREHENSIVE
      INCOME (LOSS)
            
            $
            (28,908
            )
            
            $
            (1,465,890
            )
            
            $
            (48,908
            )BASIC
      LOSS PER SHARE
            
            $
            (0.00
            )
            
            $
            (0.13
            )
            
            $
            0.00WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
            
            
            10,558,836
            
            
            
            10,863,527
            
            
            
            10,558,836






The
accompanying notes are an integral part of these financial
statements




- 11
-




VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY


(Expressed
in US Dollars, except share amounts)


AccumulatedAdditional
            
            
            
            
            
            Other
            
            
            TotalCommon
      stock
            
            
            Paid-in
            
            
            Accumulated
            
            
            Comprehensive
            
            
            Stockholders’Shares
            
            
            Amount
            
            
            Capital
            
            
            (Deficit)
            
            
            Income
      (Loss)
            
            
            EquityDecember
      31, 2006
            
            
            10,965,090
            
            
            
            10,965
            
            
            
            1,867,367
            
            
            
            (403,902
            )
            
            
            6,902
            
            
            
            1,481,332Contributed
      services
            
            
            
            
            
            
            
            
            
            
            19,223
            
            
            
            
            
            
            
            
            
            
            
            19,223Net
      loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,465,890
            )
            
            
            
            
            
            
            (1,465,890
            )Cancellation
      of shares upon sale of Victoria Resources, Inc.
            
            
            (406,254
            )
            
            
            (406
            )
            
            
            (80,845
            )
            
            
            
            
            
            
            
            
            
            
            (81,251
            )Other
      comprehensive loss1
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (6,902
            )
            
            
            (6,902
            )December
      31, 2007
            
            
            10,558,836
            
            
            $
            10,559
            
            
            $
            1,805,745
            
            
            $
            (1,869,792
            )
            
            $
            —
            
            
            $
            (53,488
            )Net
      loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (28,908
            )
            
            
            
            
            
            
            (28,908
            )December
      31, 2008
            
            
            10,558,836
            
            
            $
            10,559
            
            
            $
            1,805,745
            
            
            $
            (1,898,700
            )
            
            $
            —
            
            
            $
            (82,396
            )


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






The
accompanying notes are an integral part of these financial
statements




- 12
-




VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(Expressed
in US Dollars)







For
      the years endedDecember
      31,
            
            
            December
      31,2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
            
            $
            (28,908
            )
            
            $
            (1,465,890
            )Adjustments
      to reconcile net income (loss)to
      net cash in operating activities:(Income)
      Loss from discontinued operations
            
            
            
            
            
            
            1,350,263Contributed
      services by shareholders
            
            
            
            
            
            
            19,223Net
      accrued interest
            
            
            
            
            
            
            20,484Changes
      in current assets and liabilities:Increase
      in accounts payable
            
            
            (53,488
            )
            
            
            20,000Cash
      used in operating activities of continuing operations
            
            
            (82,396
            )
            
            
            (55,920
            )CASH
      FLOWS FROM FINANCING ACTIVITIESBorrowings
      from related parties
            
            
            82,396Cash
      provided by financing activities of discontinued
operations
            
            
            —
            
            
            
            55,920Cash
      provided by financing activities
            
            
            82,396
            
            
            
            55,920INCREASE
      (DECREASE) IN CASH:
            
            
            —
            
            
            
            —CASH,
      at the beginning of the period
            
            
            —
            
            
            
            —CASH,
      at the end of the period
            
            $
            —
            
            
            $
            —Interest
      paid
            
            
            —
            
            
            
            —Income
      tax paid
            
            
            —
            
            
            
            —






The
accompanying notes are an integral part of these financial
statements




- 13
-




1.   NATURE
OF BUSINESS





Victoria
Industries, Inc. was incorporated on January 25, 2000 under the laws of the
State of Nevada. Until June 30, 2007, the Company was involved in lumber
wholesaling and exporting business in the Russian Federation. Effective from
July 1, 2007 the Russian Federation significantly raised the export tariffs for
logs and unprocessed lumber that was the main product sold by the Company to its
Chinese customers. Another factor that contributed to the erosion of the
Company’s competitive position was a sharp strengthening of the Russian Ruble
against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As a
result, the Company’s business model became unviable and no deliveries took
place in third quarter of 2007. During third quarter of 2007, the Company made
multiple attempts to salvage the timber trading business by seeking more
favorable pricing terms from its suppliers. However, all these attempts have
proved unsuccessful. As a result of the above events, the Company believed that
its log and unprocessed timber trading business did not have significant value
and decided to dispose of and abandon the entire investment in Victoria
Resources, Inc. After the decision was made to dispose of the business, and the
transaction terms were negotiated, the disposed segment has been unable to
collect its accounts receivable due to the inability of the Company to continue
transacting its lumber trading business.




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





The
principal executive office of the Company is situated at the following address:
551 Fifth Avenue, Suite 423, New York, NY 10017, USA.




The
number of fulltime employees of the Company as at December 31, 2008 and December
31, 2007 amounted to 1 and 1 respectively.





2.   PRESENTATION
OF FINANCIAL STATEMENTS





Basis of
Presentation





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





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





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




- 14
-





3.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





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




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




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




4.   FOUNDATION
AND DISPOSAL OF SUBSIDIARIES





Victoria
Resources, Inc. – 100%





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





Victoria Lumber,
LLC –100%





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





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





Coptent
Trading Ltd – 100%





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


- 15
-


Disposal
of lumber trading business





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





5.   INTEREST
EXPENSE





The
interest expense for the years ended December 31, 2008 and December 31, 2007 in
the amount of $Nil and $20,484 represented interest withheld from the proceeds
of short term loans received by the Company in 2006.





6.   ACCOUNTS
PAYABLE





Accounts
payable as of December 31, 2008 and December 31, 2007 of $Nil and $53,488
represented unpaid professional expenses.




7.  SHORT
TERM BORROWINGS FROM RELATED PARTIES





Borrowings
from related parties as of December 31, 2008 and December 31, 2007 in a total
amount of $82,396 and $Nil represented non-interest bearing borrowings from the
Company’s shareholders payable on demand, which the Company borrowed in order to
finance certain professional and administrative expenses.




8. COMMON
STOCK




There are
75,000,000 common shares authorized by the Company’s Amended and Restated
Certificate of Incorporation. There were 10,558,836 and 10,558,836 ordinary
shares with a par value of $0.001 US dollar issued and outstanding as of
December 31, 2008 and December 31, 2007.





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





No
dividends were declared or paid during the periods ended December 31, 2008 and
December 31, 2007.




9.  RELATED
PARTIES





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





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





For
details of related party balances outstanding as of December 31, 2008 and
December 31, 2007 see Note 7.


- 16
-




10.  COMMITMENTS
AND CONTINGENCIES





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








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




On
February 13, 2009, the Board of Directors of Victoria  Industries,
Inc. (the “Company”), based on its Audit Committee’s recommendation, dismissed
GLO CPAs, LLLP (“GLO”) as the Company’s independent registered public
accountants and approved the engagement of John A. Braden & Company, P.C.
(“JABCO”) to serve as the Company’s independent registered public accountants
for the fiscal year 2008, subject to shareholder approval.




GLO
issued its auditors’ report on the financial statements for the years ended
December 31, 2007 and 2006 which included an explanatory paragraph as to the
Company’s ability to continue as a going concern.




Other
than the going concern uncertainty described above, GLO’s auditors reports on
the financial statements of the Company for the fiscal years ended December 31,
2007 and 2006 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principle.




During
the fiscal years ended December 31, 2007 and 2006 and through February 13, 2009,
there have been no disagreements with GLO (as defined in Item 304(a)(1)(iv) of
Regulation S-K on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of GLO, would have caused them to make reference
thereto in their report on financial statements for such years.




During
the fiscal year ended December 31, 2007 and through February 13, 2009 there were
no reportable events as defined in Regulation S-K item
304(a)(1)(iv).




The
Company requested GLO to furnish it with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above
statements. A copy of GLO’s response letter, dated February 3, 2009 is filed as
Exhibit hereto.




During
the fiscal year ended December 1, 2007 and through February 13, 2009, neither we
nor anyone on our behalf has consulted with JABCO regarding either:




The
application of accounting principles to specified transaction, either completed
or proposed; or the type of audit opinion that might be rendered on our
financial statements, and neither was a written report provided to us nor was
oral advice provided that JABCO concluded was an important factor considered by
us in reaching a decision as to an accounting, auditing, or financial reporting
issue; or




- 17
-




Any
matter that was either the subject of a disagreement or a reportable event, as
each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K,
respectively.




ITEM
8A.  CONTROLS  AND  PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008. Based upon that evaluation,
our Directors, Chief Executive and Chief Financial Officer, concluded that our
disclosure controls and procedures were not effective for reasons provided
below.





Management’s Report on
Internal Control over Financial Reporting





Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Section 13a-15(f) of the
Securities Exchange Act of 1934, as amended).  Internal control over
financial reporting is a process designed by, or under the supervision of, the
Company’s CEO and the company’s CFO to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the Company’s
financial statements for external reporting purposes in conformity with U.S.
generally accepted accounting principles and include those policies and
procedures that (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and disposition of the
assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company;  and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that could
have a material effect on the financial statements.





As of
December 31, 2008, management conducted an assessment of the effectiveness of
the Company’s internal control over financial reporting based on the framework
established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).  Based on
the criteria established by COSO, management concluded that the Company’s
internal control over financial reporting was not effective as of December 31,
2008, as a result of the identification of the material weakness described
below.





A
material weakness is a deficiency or combination of deficiencies in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will prevent or detect all errors and
all fraud.  A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met.  Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been detected.  These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake.  Controls can also be
circumvented by the individual acts of some person, by collusion of two or more
people, or by management override of the controls.  Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with associated policies or
procedures.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.




- 18
-





The
Company’s management has identified a material weakness in the effectiveness of
internal control over financial reporting related to a shortage of resources in
the accounting department required to present the financials in accordance with
US GAAP including all disclosures on a timely basis.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities Exchange Commission that permit the company to provide only
management’s report in this annual report.





Conclusion





The above
identified material weakness did not result in material audit adjustments to our
2008 financial statements.    Based on our current size and
size of operations, we do not believe it is economically feasible to remediate
this weakness.  We cannot assure you that, as circumstances change,
any additional material weakness will not be identified.




PART
III




ITEM
9. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT





Directors
and Executive Officers





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





Name
            
            Position
            
            Age
            
            Date
      First Elected or AppointedOleg
      Batratchenko
            
            Chief
      Executive Officer,Director
            
            43
            
            February
      2, 2009




Key
Personnel




Mr.  Oleg
Batratchenko, Сhief Executive
Officer and Chairman of the Board. In addition to his position with the Company,
Mr. Batratchenko is involved in real estate development and asset management for
Thor United Corporation where he worked since 2000. Since early 1995 until 2000,
Mr. Batratchenko served as Vice President at Berkshire International Finance,
Inc., a corporate finance and investment-banking boutique, while during
1997-2000 he was registered with a brokerage firm Phillip Louis Trading, Inc.
During 1993-1994, Mr. Batratchenko worked as a Research
Analyst with Safian Investment Research, Inc., a research and money management
firm. Prior to that, Mr. Batratchenko worked as a Performance Analyst at
Neuberger & Berman. A Wharton School of Business MBA with a focus in Finance
graduate (1999), Mr. Batratchenko has an outstanding educational background,
with one bachelor degree in Economics (Moscow State University - 1987) and two
more International Political Economy master degrees (Moscow Institute of World
Economy - 1990 and New York University - 1992).




- 19
-




Mr. Leon
Golden, Chief Financial Officer of Sunrise Energy Resources. Mr. Golden
is a certified public accountant with over 17 years of experience. For the past
two years, Mr. Golden has had his own CPA practice in New York City, and prior
to that he worked as a public accountant for another New York City CPA firm for
fifteen years. Mr. Golden serves on the board of directors of ABDC
(OTCBB--ABDV). Mr. Golden holds a B.S. degree in Accounting from Brooklyn
College.




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
2008 the Company did not pay our senior management any material salaries. Actual
salaries were based on nominal rates. The Company has not entered into any
definitive compensation agreements with its senior management. There were no
stock options outstanding as at December 31, 2008.




ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The  following
tables sets forth, as of March 27, 2009 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.




- 20
-






Name
      and Address of Beneficial Owner
            
            Amount
      of
              Beneficial
      Interest
            
            
            Percent
      of
              ClassThor
      United Corporation
              556
      Main Str., Hunkins Plaza
              Charlestown,
      Nevis
            
            
            9,474,687
            
            
            
            89.74
            %


ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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





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




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





REPORTS  ON  FORM  8-K





The  following  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, 2008





Balance
Sheet as of December 31, 2008





Statements
of Changes in Stockholders' Equity for the years ended December 31, 2008 and
2007





Statement
of Operations and Comprehensive Loss for the years ended December 31, 2008 and
2007.





Statements
of Cash Flows for the years ended December 31, 2008 and 2007.





Notes to
the Financial Statements for the year ended December 31, 2008.





- 21
-




EXIBITS
REQUIRED BY ITEM 601 OF REGULATION S-B





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





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




14
            Code
      of Ethics
            Filed
      Herewith31.1
            Rule
      13a-14(a) Certification of Chief Executive Officer
            Filed
      Herewith31.2
            Rule
      13a-14(a) Certification of Chief Financial Officer
            Filed
      Herewith32.1
            Section
      1350 Certification of Chief Executive Officer
            Filed
      Herewith32.2
            Section
      1350 Certification of Chief Financial Officer
            Filed
      Herewith





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




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




SUBSIDIARIES:





None





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





AUDIT
FEES





The Audit
Fees for year 2008 of $27,284 were for services associated with the
U.S.  GAAP audits and reviews of the applicable quarterly reports and
offering memoranda rendered for the Company by Independent Registered Public
Accounting Firm – GLO CPAs,LLLP.





AUDIT-RELATED
FEES





During
2008 we did not pay any Audit-Related Fees.





TAX
FEES





During
2008 we did not pay any tax fees.





AUDIT
COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES





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






- 22
-




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:
August 6, 2009


Victoria
Industries, Inc.






/S/ Oleg
Batratchenko


Oleg
Batratchenko


President
and CEO








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