UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





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


OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009


 ̈
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
                Incorporation
      or organization)
              (IRS
      Employee Identification No.)





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.  YesxNo ̈





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 March 26, 2010 was $7,251.





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  March
26, 2010.





Documents
incorporated by reference: None





VICTORIA
INDUSTRIES, INC.


FORM
10-K/A


TABLE OF
CONTENTS





Part
      I.Item
      1.
                                    Description
      of Business
                                    3Item
      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
                                    17Part
      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
                                    22Exhibits
      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 two. 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, 2009 and 2008.





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, 2009
                    
                    $
                    0.11
                    
                    
                    $
                    0.10June
      30, 2009
                    
                    $
                    0.10
                    
                    
                    $
                    0.10September
      30, 2009
                    
                    $
                    0.10
                    
                    
                    $
                    0.10December
      31, 2009
                    
                    $
                    0.05
                    
                    
                    $
                    0.06


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 26, 2010 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, 2009 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, 2009





IndexReport
      of Independent Registered Public Accounting Firm – John A. Braden &
      Co.,  P.C.
                  9Balance
      Sheet
                  10Statements
      of Changes in Stockholders' Equity
                  11Statement
      of Operations and Comprehensive Loss
                  12Statements
      of Cash Flows
                  13Notes
      to the Financial Statements
                  14




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 sheets of Victoria Industries, Inc.. (A
Development Stage Company) (“the Company”) as of December 31, 2009 and December
31, 2008, and the related statements of operations and comprehensive income
(loss), changes in stockholders’ equity and cash flows for the years ended
December 31, 2009 and 2008. 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 positions of Victoria Industries, Inc at
December 31, 2009 and 2008, and the related results of their operations and cash
flows for the years ended December 31, 2009 and 2008, 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 $15,850 during the year ended
December 31, 2009, and, as of December 31, 2009, the Company’s current
liabilities exceeded its current assets by $98,246. 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 26,
2010


9


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


(Expressed
in US Dollars)





December
      31,
                              2009
                            
                            
                            December
      31,
                              2008TOTAL  ASSETS
                            
                            $
                            -
                            
                            
                            $
                            -LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                            
                            
                            7,111Short-term
      loans from related parties
                            
                            
                            91,135
                            
                            
                            
                            82,396Total
      current liabilities
                            
                            
                            98,246
                            
                            
                            
                            82,396STOCKHOLDERS’
      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
                            
                            
                            (1,914,550
                            )
                            
                            
                            (1,898,700
                            )Total
      stockholders' equity
                            
                            
                            (98,246
                            )
                            
                            
                            (82,396
                            )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 year ended
                            December
      31,
                          
                          
                          Since
      return
                            to
      development
                            stage
      (11/30/07 –2009
                          
                          
                          2008
                          
                          
                          12/31/2009)OPERATING
      EXPENSESSales,
      general and administrative
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Compensation
                          
                          
                          -
                          
                          
                          
                          -Professional
      fees
                          
                          
                          (15,850
                          )
                          
                          
                          (28,908
                          )
                          
                          
                          (64,758
                          )OPERATING
      LOSS
                          
                          
                          (15,850
                          )
                          
                          
                          (28,908
                          )
                          
                          
                          (64,758
                          )NET
      LOSS FROM CONTINUING OPERATIONS
                          
                          
                          (15,850
                          )
                          
                          
                          (28,908
                          )
                          
                          
                          (64,758
                          )COMPREHENSIVE
      INCOME (LOSS)
                          
                          $
                          (15,850
                          )
                          
                          $
                          (28,908
                          )
                          
                          $
                          (64,758
                          )BASIC
      LOSS PER SHARE
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.00
                          )
                          
                          $
                          (0.01
                          )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                          
                          
                          10,558,836
                          
                          
                          
                          10,558,836
                          
                          
                          
                          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)





Common
      stock
                                        
                                        
                                        Additional
                                          Paid-in
                                        
                                        
                                        Accumulated
                                        
                                        
                                        Accumulated
                                          Other
                                          Comprehensive
                                        
                                        
                                        Total
                                          Stockholders’Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        Capital
                                        
                                        
                                        (Deficit)
                                        
                                        
                                        Income
      (Loss)
                                        
                                        
                                        EquityDecember
      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
                                        )Net
      loss for the year
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (15,850
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        (15,850
                                        )December
      31, 2009
                                        
                                        
                                        10,558,836
                                        
                                        
                                        $
                                        10,559
                                        
                                        
                                        $
                                        1,805,745
                                        
                                        
                                        $
                                        (1,914,550
                                        )
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        (98,246
                                        )





(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)


Year
      ended
                                          December
      31,
                                        
                                        
                                        Since
      return to
                                          development
      stage
                                          11/30/07
      -2009
                                        
                                        
                                        2008
                                        
                                        
                                        12/31/2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                                        
                                        $
                                        (18,050
                                        )
                                        
                                        $
                                        (28,908
                                        )
                                        
                                        $
                                        64,758Adjustments
      to reconcile net income (loss)  to net cash in operating
      activities:(Income)
      Loss from discontinued operationsContributed
      services by shareholdersNet
      accrued interestChanges
      in current assets and liabilities:Increase
      in accounts payable
                                        
                                        
                                        (18,050
                                        )
                                        
                                        
                                        (53,488
                                        )
                                        
                                        
                                        (147,154
                                        )Cash
      used in operating activities of continuing operations
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (82,396
                                        )
                                        
                                        
                                        (82,396
                                        )CASH
      FLOWS FROM FINANCING ACTIVITIESBorrowings
      from related parties
                                        
                                        
                                        
                                        
                                        
                                        
                                        82,396
                                        
                                        
                                        
                                        82,396Cash
      provided by financing activities of discontinued
operationsCash
      provided by financing activities
                                        
                                        
                                        -
                                        
                                        
                                        
                                        82,396
                                        
                                        
                                        
                                        82,396INCREASE
      (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, 2009 and December
31, 2008 amounted to 2 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.   ACCOUNTS
PAYABLE





Accounts
payable of $7,111 as of December 31, 2009 (2008: $Nil) represented unpaid
professional expenses including the auditor and financial printer.





6.  SHORT
TERM BORROWINGS FROM RELATED PARTIES





Borrowings
from related parties in a total amount of $91,135 as of December 31, 2009 (2008:
$82,396) 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.





7.
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, 2009 and December 31, 2008.





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, 2009 and
December 31, 2008.





8.  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, 2009 and
December 31, 2008 see Note 6.





9.  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.


16


New
accounting pronouncements:





In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.





ASC Topic
855, "Subsequent Events", ASC Topic 810, "Accounting for Transfers of Financial
Assets", ASC Topic 105 "The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles- were recently issued.
Above codifications have no current applicability to the Company or their effect
on the financial statements would not have been significant.





Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2010-03 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.





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




None.




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.


17


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, 2009. 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, 2009, 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,
2009, 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
2009 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 Victoria Industries, Inc. 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
2009 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, 2009.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following tables sets forth, as of March 26, 2010 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.





Name
      and Address of Beneficial Owner
                            
                            Amount
      of
                              Beneficial
                              Interest
                            
                            
                            Percent
      of
                              ClassThor
      United Corporation
                              556
      Main Str., Hunkins Plaza
                              Charlestown,
      Nevis
                            
                            
                            9,459,943
                            
                            
                            
                            89.59
                            %Berkshire
      International Finance, Inc.
                              1225
      Riverside Dr.  W STE 1101
                              WINDSOR,
      ON CANADA N9A 0A2
                            
                            
                            978,048
                            
                            
                            
                            9.26
                            %




20





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





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, 2009 and 2008





Balance
Sheets as of December 31, 2009 and 2008





Statements
of Changes in Stockholders' Equity for the years ended December 31, 2009 and
2008.





Statement
of Operations and Comprehensive Loss for the years ended December 31,
2009,  and December 31, 2008.





Statements
of Cash Flows for the years ended December 31, 2009 and 2008.





Notes to
the Financial Statements for the year ended December 31, 2009.





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




21





*
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 2009 of $12,500 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 – John A. Braden & Co. P.C.





AUDIT-RELATED
FEES





During
2009 we did not pay any Audit-Related Fees.





TAX
FEES





During
2009 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 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 26, 2010
              Victoria
      Industries, Inc./S/ Oleg BatratchenkoOleg
      BatratchenkoPresident
      and CEO


22