**Exhibit
      14**




**CODE
      OF ETHICS FOR THE CHIEF EXECUTIVE OFFICER,**


**CHIEF
      FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER**




This
      Code
      of Ethics for the Chief Executive Officer, the Chief Financial Officer and
      the
      Chief Accounting Officer (this “Code of Ethics”) governs the conduct of the
      Chief Executive Officer, the Chief Financial Officer and the Chief Accounting
      Officer of Victoria Industries, Inc. (the “Company”). This Code of Ethics is
      designed to deter wrongdoing and to promote ethical and legal behavior by the
      Company’s Chief Executive Officer, the Chief Financial Officer and the Chief
      Accounting Officer.




The
      Chief
      Executive Officer, the Chief Financial Officer and the Chief Accounting Officer
      are responsible for:




a)
      Acting
      with honesty and integrity, and avoiding actual or apparent conflicts of
      interest involving personal and professional relationships. A “conflict of
      interest” exists when an individual’s private interests interfere or conflict in
      any way (or even appear to interfere or conflict) with the interests of the
      Company;




b)
      Ensuring that the Company’s disclosure controls and procedures function properly
      and providing information that is full, fair, accurate, timely, and
      understandable for Securities and Exchange Commission filings and in other
      public communications made by the Company;




c)
      Complying with applicable laws, rules, and regulations of all U.S. and non-U.S.
      governmental entities, as well as other private and public regulatory agencies
      to which the Company is subject;




d)
      Acting
      in good faith and, responsibly with due care, competence and diligence, without
      misrepresenting material facts or allowing independent judgment to violate
      this
      Code of Ethics; and




e)
      Reporting illegal or unethical conduct by a director, officer or employee that
      has occurred, is occurring or may occur, including any potential violations
      of
      this Code of Ethics.




Violations
      of this Code of Ethics shall be reported to the Chairman of the Audit Committee
      of the Board of Directors whether the violations are of a financial or
      non-financial nature. The waiver of any duty or responsibility set forth in
      this
      Code of Ethics must be made by the Board of Directors of the Company. This
      Code
      of Ethics will be an Exhibit to Form 10-K for the year ended December 31, 2007,
      and posted to the Company website.




**Acknowledgment**




This
      is
      to acknowledge receipt of the Code of Ethics for the Chief Executive Officer,
      the Chief Financial Officer and the Chief Accounting Officer. I understand
      that
      failure to adhere to the principles and responsibilities set forth in this
      Code
      of Ethics may result in disciplinary action, including reprimand, warnings,
      suspension, demotion, salary reduction, restitution and/or discharge, as well
      as
      possible legal penalties.







Signature: /s/
      Albert Abdoulline


Albert
      Abdoulline


CEO,
      CFO
      and Chief Accounting Officer








Date:
      August 20, 2008