SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      Quarterly Period Ended: June 30, 2005








[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934


For
      transition period from __________ to _______________








Commission
      File Number: 2-76219-NY





VICTORY
      CAPITAL HOLDINGS CORPORATION


(Name
      of
      small business issuer in its charter)











Nevada
            87-0564472(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)








27762
      Antonio Parkway, Suite L1-497


Ladera
      Ranch, CA 92694


(Address
      of principal executive offices)





Registrant's
      telephone number, including area code: (866) 279-9257


Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act:


Common
      Stock, $.001 par value


(Title
      of
      class)








Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities 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 the filing requirements for at least
      the
      past 90 days. Yes [X] No [ ]





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


Yes
      [ ]
      No [X]





At
      May
      17, 2005, 22,100,258 shares of common stock were outstanding.





Transitional
      Small Business Disclosure Format: Yes [X] No [ ]








VICTORY
      CAPITAL HOLDINGS CORPORATION


AND
      SUBSIDIARIES


(A
      DEVELOPMENT-STAGE COMPANY)


INDEX
      TO
      FORM 10-QSB


MARCH
      31,
      2005





PagePART
                IItem
                1
            Financial
                StatementsConsolidated
                Balance Sheet - June 30, 2005
                (unaudited)........................................................................................................................................
            1Consolidated
                Statements of Operations (unaudited) - Three Months Ended June 30,
                2005
                and 2004and
                for the Period of Inception, January 7, 1982 through June 30,
                2005...................................................................................................................
            2Consolidated
                Statements of Stockholders’ Equity (Deficit) for the Period from
                Inception,January
                7, 1982 through June 30,
                2005................................................................................................................................................................
            3Consolidated
                Statements of Cash Flows (unaudited) - Three Months Ended June 30,2005
                and 2004 and for the Period of Inception, January 7, 1982 through
                June 30,
                2005.................................................................................................
            6Notes
                to Consolidated Financial Statements
                (unaudited)......................................................................................................................................
            7Item
                2
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations......................................................................................
            14Item
                3
            Controls
                and
                Procedures.................................................................................................................................................................................
            17PART
                IIItem
                1
            Legal
                Proceedings..........................................................................................................................................................................................
            17Item
                2
            Changes
                In
                Securities......................................................................................................................................................................................
            17Item
                3
            Defaults
                Upon Senior
                Securities........................................................................................................................................................................
            17Item
                4
            Submission
                of Matters to a Vote of Security
                Holders............................................................................................................................................
            17Item
                5
            Other
                Information............................................................................................................................................................................................
            17Item
                6
            Exhibits..........................................................................................................................................................................................................
            17Signatures......................................................................................................................................................................................................
            18








**PART
      I**


Item
      1.  Financial
      Statements





VICTORY
      CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES


(A
      Development Stage Company)


Consolidated
      Balance Sheets





ASSETSJune
                30, 2005
              (Unaudited)
            December
                31, 2004 (Restated)CURRENT
                ASSETSCash
            $
                43,044
            $
                --Prepaid
                Expenses
            --
            246Marketable
                Securities
            88,300Total
                Current Assets
            131,344
            246FIXED
                ASSETS, net of accumulated depreciation of $599
            16,636
            1,924OTHER
                ASSETSDeposits
            2,020
            --Total
                Other Assets
            2,020
            --$
                150,000
            $
                2,170LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                Payable
            $
                330,970
            $
                18,070Accrued
                Liabilities
            11,000
            11,000Accrued
                Payroll and payroll taxes
            137,792
            137,792Total
                Current Liabilities
            479,762
            166,862LONG
                TERM LIABILITIESNotes
                Payable
            160,481
            --OTHER
                LIABILITIESAccounts
                Payable - Related Party
            172,179
            147,927Accrued
                Liabilities - Related
            110,000
            110,000Total
                Other Liabilities
            282,179
            257,927Total
                Liabilities
            761,941
            424,789SHAREHOLDERS'
                EQUITY (DEFICIT)Common
                Stock authorized 100,000,000 shares at$0.001
                par value; 21,200,258 and 16,120,258 sharesissued
                and outstanding, respectively
            22,100
            22,100Additional
                paid-in-capital
            1,977,463
            1,977,463Deficit
                accumulated during the development stage
            (2,771,985)
            (2,422,182)Total
                Stockholders' Equity (Deficit)
            (772,422)
            (422,619)TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
            $
                150,000
            $
                2,170





The
      accompanying notes are an integral part of these consolidated financial
      statements


1





VICTORY
      CAPITAL HOLDINGS CORPORATION AND SUBSUDIARIES


(A
      Development Stage Company)


Consolidated
      Statement of Operations


(Unaudited)





For
                the
            From
                InceptionSix
                Months Ended
            January
                1982June
                30
            Through2005
            2004
            June
                30, 2005REVENUES
            $       
                32,207
            $                 
                 --
            $            
                32,207EXPENSESConsulting
                expense
            310,136
            965,450
            2,007,617Wages
                and salaries
            --
            144,000
            501,683General
                and administrative expenses
            71,249
            53,705
            248,000Total
                Expenses
            381,385
            1,163,155
            2,757,300LOSS
                FROM OPERATIONS
            (349,178)
            (1,163,155)
            (2,725,093)OTHER
                INCOME (EXPENSE)Gain/(Loss)
                from extinguishment of debt
            
            (48,363)
            (48,363)Interest
                expense
            (625)
            
            (625)Other
                income
            
            
            2,096(625)
            (48,363)
            (46,892)NET
                LOSS
            $    (349,803)
            $
                 (1,211,518)
            $ 
                2,771,985)BASIC
                LOSS PER SHARE
            0
            $         
                 (0.06)WEIGHTED
                AVERAGE NUMBEROF
                SHARES OUTSTANDING
            22,100,258
            19,387,291





The
      accompanying notes are an integral part of these consolidated financial
      statements








2





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


Consolidated
      Statement of Stockholders' Equity (Deficit)





AccumulatedDeficitAdditional
            DuringCommon
                Stock
            Paid-in
            DevelopmentShares
            Amount
            Capital
            Stage
            TotalBalances
                at January 7, 1982
            -
            -
            -
            -
            -Common
                stock issued for cash at $7.50 per share
            6,000
            6
            45,000
            -
            45,006Common
                stock issued for cash at $0.39 per share
            168,503
            169
            65,819
            -
            65,988Net
                loss from inception on January 7, 1982 through Dec. 31, 1982
            -
            -
            -
            (39,597)
            (39,597)Balances
                at Dec. 31, 1982
            174,503
            175
            110,819
            (39,597)
            71,397Net
                loss for the year ended Dec. 31, 1983
            -
            -
            -
            (71,397)
            (71,397)Balances
                at Dec. 31, 1983
            174,503
            175
            110,819
            (110,994)
            (0)Common
                stock issued for cash at $25.00 per share
            57
            0
            1,425
            -
            1,425Common
                stock issued for cash at $25.00 per share
            3
            0
            75
            -
            75Common
                stock issued for cash at $0.025 per share
            1,580,000
            1,580
            38,373
            -
            39,953Net
                loss - FYE 12/31/84
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1984
            1,754,563
            1,755
            150,692
            (110,994)
            41,453Cancellation
                of common stock
            (1,296,132)
            (1,297)
            
            
            (1,297)Net
                loss - FYE 12/31/85
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1985
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/86
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1986
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/87
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1987
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/88
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1988
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/89
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1989
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/90
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1990
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/91
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1991
            458,431
            458
            150,692
            (110,994)
            40,156Net
                loss - FYE 12/31/92
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1992
            458,431
            458
            150,692
            (110,994)
            40,156





The
      accompanying notes are an integral part of these consolidated financial
      statements


3





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


Consolidated
      Statement of Stockholders' Equity (Deficit)


(Continued)





AccumulatedDeficitAdditional
            DuringCommon
                Stock
            Paid-in
            DevelopmentShares
            Amount
            Capital
            Stage
            TotalNet
                loss - FYE 12/31/93
            -
            -
            -
            -
            -Balances
                at Dec. 31, 1993
            458,431
            458
            150,692
            (110,994)
            40,156Cancellation
                of common stock
            (316,000)
            (316)
            
            
            (316)Net
                loss - FYE 12/31/94
            -
            -
            -
            (6,656)
            (6,656)Balances
                at Dec. 31, 1994
            142,431
            142
            150,692
            (117,650)
            33,184Common
                stock issued for cash at $0.001 per share
            2,357,895
            2,359
            -
            -
            2,359Net
                loss - FYE 12/31/95
            -
            -
            -
            (49,097)
            (49,097)Balances
                at Dec. 31, 1995
            2,500,326
            2,500
            150,692
            (166,747)
            (13,555)Common
                stock issued for cash at $0.001 per share
            120,000
            120
            -
            -
            120Net
                loss - FYE 12/31/96
            -
            -
            -
            (1,681)
            (1,681)Balances
                at Dec. 31, 1996
            2,620,326
            2,620
            150,692
            (168,428)
            (15,116)Net
                loss - FYE 12/31/97
            -
            -
            -
            (3,517)
            (3,517)Balances
                at Dec. 31, 1997
            2,620,326
            2,620
            150,692
            (171,945)
            (18,633)Net
                loss - FYE 12/31/98
            -
            -
            -
            (2,479)
            (2,479)Balances
                at Dec. 31, 1998
            2,620,326
            2,620
            150,692
            (174,424)
            (21,112)Net
                loss - FYE 12/31/99
            -
            -
            -
            (6,307)
            (6,307)Balances
                at Dec. 31, 1999
            2,620,326
            2,620
            150,692
            (180,731)
            (27,419)Net
                loss - FYE 12/31/00
            -
            -
            -
            (9,011)
            (9,011)Balances
                at Dec. 31, 2000
            2,620,326
            2,620
            150,692
            (189,742)
            (36,430)Net
                loss - FYE 12/31/01
            -
            -
            -
            (19,461)
            (19,461)Balances
                at Dec. 31, 2001
            2,620,326
            2,620
            150,692
            (209,203)
            (55,891)Contributed
                capital for rent and other compensation
            -
            -
            1,950
            -
            1,950Net
                loss - FYE 12/31/02
            -
            -
            -
            (13,960)
            (13,960)Balances
                at Dec. 31, 2002
            2,620,326
            2,620
            152,642
            (223,163)
            (67,901)Contributed
                capital for rent and officer compensation
            -
            -
            488
            -
            488Capital
                contributed by shareholders through forgivenessof
                accounts payable and interest
            -
            -
            77,415
            -
            77,415





The
      accompanying notes are an integral part of these consolidated financial
      statements


4 VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES





(A
      Development Stage Company)


Consolidated
      Statement of Stockholders' Equity (Deficit)


(Continued)





AccumulatedDeficitAdditional
            DuringCommon
                Stock
            Paid-in
            DevelopmentShares
            Amount
            Capital
            Stage
            TotalCommon
                stock issued for services $0.025 per share
            13,389,932
            13,390
            321,358
            -
            334,748Common
                stock issued for legal services at $0.61 per share
            100,000
            100
            60,900
            -
            61,000Common
                stock issued for consulting services at $0.47 per share
            10,000
            10
            4,690
            -
            4,700Net
                loss - FYE 12/31/03
            -
            -
            -
            (592,962)
            (592,962)Balances
                at Dec. 31, 2003
            16,120,258
            16,120
            617,493
            (816,125)
            (182,512)Common
                stock issued for services at $0.16 per share
            1,000,000
            1,000
            159,000
            -
            160,000Common
                stock issued for services at $0.17 per share
            1,800,000
            1,800
            304,200
            -
            306,000Common
                stock issued for services at $0.165 per share
            800,000
            800
            131,200
            -
            132,000Common
                stock issued for services at $0.215 per share
            30,000
            30
            6,420
            -
            6,450Common
                stock issued for debt at $0.45 per share
            150,000
            150
            67,350
            -
            67,500Common
                stock issued for services at $0.40 per share
            300,000
            300
            119,700
            -
            120,000Common
                stock issued for services at $0.34 per share
            700,000
            700
            237,300
            -
            238,000Common
                stock issued for services at $0.41 per share
            300,000
            300
            122,700
            -
            123,000Common
                stock issued for services at $0.27 per share
            300,000
            300
            80,700
            -
            81,000Common
                stock issued for services at $0.22 per share
            600,000
            600
            131,400
            -
            132,000Net
                loss - FYE 12/31/04
            
            
            
            (1,606,057)
            (1,606,057)Balances
                at Dec. 31, 2004
            22,100,258
            22,100
            1,977,463
            (2,422,182)
            (422,619)Net
                loss for the six months ended June 30, 2005
            
            
            
            (349,803)
            (349,803)Balances
                at June 30, 2005 (Unaudited)
            22,100,258
            22,100
            1,977,463
            (2,771,985)
            (772,422)





The
      accompanying notes are an integral part of these consolidated financial
      statements





5





VICTORY
      CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES


(A
      Development Stage Company)


Consolidated
      Statements of Cash Flows


(Unaudited)





FromInception
                onFor
                the Six Months Ended
            Jan.
                7, 1982June
                30,
            Through2005
            2004
            June
                30, 2005CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                Loss
            (349,804)
            (1,211,518)
            (2,771,986)Adjustments
                to reconcile net loss to net cashused
                by operating activities:Depreciation
            229
            60
            598Loss
                on extinguishment of debt
            
            48,363
            48,363Stock
                issued for services
            
            1,085,450
            1,696,850Contributed
                capital for rent and officer compensation
            
            
            2,438Decrease
                in Prepaid Expenses
            247Increase
                in Deposits
            (2,020)
            
            (2,020)Increase
                in accounts payable
            312,900
            
            312,900and
                accounts payable - related party
            24,252
            53,502
            290,803Increase
                to accrued liabilities
            
            25,836
            254,792Increase
                in Note Payable-Related Entity
            481
            
            481Net
                Cash used by Operating Activities
            (13,715)
            1,693
            (166,781)CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of Fixed Assets
            (14,941)
            (1,693)
            (12,648)Purchase
                of Marketable Securities
            (88,300)
            
            (88,300)Net
                Cash used by Investing Activities
            (103,241)
            (1,693)
            (100,948)CASH
                FLOWS FROM FINANCING ACTIVITIESIssuance
                of common stock for cash
            
            
            150,773Loan
                proceeds
            160,000
            
            160,000Net
                Cash provided by Financing Activities
            160,000
            0
            310,773NET
                INCREASE IN CASH
            43,044
            0
            43,044CASH
                AT BEGINNING OF PERIOD
            --
            --
            --CASH
                AT END OF PERIOD
            43,044
            --
            43,044CASH
                PAID FOR:Interest
            --
            --
            --Income
                Taxes
            --
            --
            --SCHEDULE
                OF NON CASH FINANCING ACTIVITIESStock
                issued for services
            --
            1,085,450
            1,696,850Contributed
                capital for rent and officer compensation
            --
            --
            2,438Contributed
                Capital by shareholders
            --
            --
            77,415





The
      accompanying notes are an integral part of these consolidated financial
      statements


6





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


June
      30,
      2005





NOTE
      1 -
      BUSINESS AND CONTINUED OPERATIONS





The
      consolidated financial statements presented are those of Victory Capital
      Holdings Corporation and subsidiaries (the Company). The Company was
      incorporated as All Things, Inc. under the laws of the State of Nevada on
      January 7, 1982. On March 21, 1985, the Company changed its name to New
      Environmental Technologies Corporation. On April 28, 2003 the Company changed
      its name to Victory Capital Holdings Corporation. The Company was organized
      for
      the purpose of engaging in any activity or business not in conflict with the
      laws of the State of Nevada or of the United States of America.





On
      October 3, 2001, the Company formed a wholly owned subsidiary named Papadog,
      Inc. Papadog has since changed its name to Global Card Services, Inc and then
      to
      Global Card Incorporated (Global). As of the date of this report, there has
      been
      no activity for this subsidiary.





On
      November 12, 2003, the Company formed a wholly owned subsidiary named On Demand
      Communications (On Demand). As of the date of this report, there has been no
      activity for this subsidiary.





On
      May
      27, 2005 the Company purchased 100% of the outstanding stock of L & M
      Resources, Inc., a Nevada corporation. L & M Resources, Inc. was
      consolidated into these financial statements at June 30, 2005.





NOTE
      2 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Unaudited
      Interim Financial Statements





The
      interim financial data as of June 30, 2005, and for the six months ended June
      30, 2005 and 2004 are unaudited; however, in the opinion of management, the
      interim data includes all adjustments, consisting only of normal recurring
      adjustments, necessary to present fairly the Company’s financial position as of
      June 30, 2005, and the results of its operations for the six months and cash
      flows for the six months ended June 30, 2005 and 2004. These results are not
      necessarily indicative of the results expected for the year ending December
      31,
      2005. These financial statements and notes thereto do not reflect all
      disclosures necessary for preparation under accounting principles generally
      accepted in the United States. Refer to the Company’s Annual Report on Form
      10-KSB for the year ended December 31, 2004.





Going
      Concern





The
      Company’s financial statements are prepared using accounting principles
      generally accepted in the United States of America applicable to a going concern
      which contemplates the realization of assets and liquidation of liabilities
      in
      the normal course of business. The Company has not yet established an ongoing
      source of revenues sufficient to cover its operating costs and to allow it
      to
      continue as a going concern. In addition, the Company has a working capital
      deficit of $348,418 and a stockholders’ deficit of $772,422 at June 30, 2005.
      The ability of the Company to continue as a going concern is dependent on the
      Company obtaining adequate capital to fund operating losses until it becomes
      profitable. If the Company is unable to obtain adequate capital, it could be
      forced to cease development of operations.





In
      order
      to continue as a going concern, develop a reliable source of revenues, and
      achieve a profitable level of operations the Company will need, among other
      things, additional capital resources. Management’s plans to continue as a going
      concern include raising additional capital through sales of


7





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005





common
      stock. It is the intent of the Company to seek a merger with an existing,
      operating company. In the interim, shareholders of the Company are committed
      to
      meeting its minimal operating expenses. However, management cannot provide
      any
      assurances that the Company will be successful in accomplishing any of its
      plans.





The
      ability of the Company to continue as a going concern is dependent upon its
      ability to successfully accomplish the plans described in the preceding
      paragraph and eventually secure other sources of financing and attain profitable
      operations. The accompanying financial statements do not include any adjustments
      that might be necessary if the Company is unable to continue as a going
      concern.





Development-Stage
      Company





The
      Company is considered a development-stage company, with no operating revenues
      during the periods presented, as defined by Statement of Financial Accounting
      Standards (“SFAS”) No. 7. SFAS No. 7 requires companies to report their
      operations, shareholders deficit and cash flows since inception through the
      date
      that revenues are generated from management’s intended operations, among other
      things. Management has defined inception as January 7, 1982. Since inception,
      the Company has incurred operating losses totaling $2.8 million, much of which
      relates to stock-based compensation to officers, directors and consultants
      as a
      means to preserve working capital. The Company’s working capital has been
      generated through the sales of common stock, and loans made by officers of
      the
      Company. Management has provided financial data since January 7, 1982
“Inception” in the financial statements, as a means to provide readers of the
      Company’s financial information to make informed investment
      decisions.





Use
      of
      Estimates





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





Principles
      of Consolidation





The
      consolidated financial statements include those of Victory Capital Holdings
      Corporation and its wholly owned subsidiaries, Global Card Services, Inc. On
      Demand Communications and L & M Resources, Inc. All material inter-company
      items and transactions have been eliminated.





Loss
      Per Share





Basic
      earnings per share (“Basic EPS”) is computed by dividing net loss available to
      common stockholders by the weighted average number of common shares outstanding
      during the period. Diluted earnings per share (“Diluted EPS”) gives effect to
      all dilutive potential common shares outstanding during a period. In computing
      Diluted EPS, the treasury stock method is used in determining the number of
      shares assumed to be purchased from the conversion of common stock equivalents.
      Securities that could potentially dilute Basic EPS in the future, that were
      not
      included in the computation of Diluted EPS because to do so would have been
      anti-dilutive for the periods presented, consist of options, warrants,
      convertible notes and debentures.


8





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005





The
      following is a reconciliation of the numerators and denominators of the basic
      and diluted earnings per share computations for the six months ended June 30,
      2005 and 2004 :





2005
            2004Basic
                and diluted net loss per share:Numerator:Net
                loss
            $
                (349,803)
            $
                (1,211,518)Denominator:Basic
                and diluted weighted averagenumber
                of common shares outstanding
            22,100,258
            19,387,291Basic
                and diluted net loss per share
            $
                (0.02)
            $
                (0.06)





Equipment
      and Fixtures





Equipment
      and fixtures are recorded at cost. Depreciation is provided using accelerated
      and straight-line methods over the estimated useful lives of the related assets
      as follows:





Description
            YearsFurniture
                and fixtures
            7Computer
                hardware and software
            3-5





Recent
      Accounting Pronouncements





In
      March
      2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No.
      03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to
      Certain Investments.” The EITF reached a consensus about the criteria that
      should be used to determine when an investment is considered impaired, whether
      that impairment is other-than-temporary, and the measurement of an impairment
      loss and how that criteria should be applied to investments accounted for under
      SFAS No. 115, “Accounting In Certain Investments In Debt And Equity Securities.”
      EITF 03-01 also included accounting considerations subsequent to the recognition
      of other-than-temporary impairment and requires certain disclosures about
      unrealized losses that have not been recognized as other-than-temporary
      impairments. Additionally, EITF 03-01 includes new disclosure requirements
      for
      investments that are deemed to be temporarily impaired. In September 2004,
      the
      Financial Accounting Standards Board (FASB) delayed the accounting provisions
      of
      EITF 03-01; however, the disclosure requirements remain effective for annual
      reports ending after June 15, 2004. The Company will evaluate the impact of
      EITF
      03-01 once final guidance is issued.





In
      December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
      an
      Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires
      companies to recognize in the statement of operations the grant- date fair
      value
      of stock options and other equity-based compensation issued to employees. FAS
      No. 123R is effective beginning in the Company's second quarter of fiscal 2006.
      The Company is evaluating the effects adoption of SFAS 123R will have on its
      financial statements.





9





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005





In
      December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
      Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to
      eliminate the exception for non-monetary exchanges of similar productive assets
      and replaces it with a general exception for exchanges of non-monetary assets
      that do not have commercial substance. The Company believes that the adoption
      of
      this standard will have no material impact on its financial
      statements.





Stock
      Based Compensation




The
      Company has elected to follow Accounting Principles Board Opinion No. 25,
      Accounting for Stock Issued to Employees (“APB 25”), and related interpretations
      in accounting for its employee stock options because the alternative fair value
      accounting provided under FASB Statement No. 123, Accounting for Stock-Based
      Compensation, (“SFAS 123”) requires the use of option valuation models that were
      not developed for use in valuing employee stock options. As permitted, the
      Company adopted the disclosure alternative of SFAS 123 and SFAS 148, which
      require pro forma disclosure of net income and earnings per share as if the
      fair
      value method of accounting had been applied. Since the Company has no
      significant stock options outstanding, the pro forma financial data is not
      meaningful.




Under
      APB
      25, when the exercise price of the Company’s stock options equals or exceeds the
      fair value of the underlying stock on the date of grant, no compensation expense
      is recorded.





There
      were no options granted during the six months ended June 30 2005 and
      2004.





NOTE
      3 -
      RELATED PARTY TRANSACTIONS





During
      the year ended December 31, 2004, the Company’s former president and CEO paid a
      total of $92,324 on behalf of the Company towards the payment of certain
      accounts payable. This amount has been included in accounts payable - related
      party. The balance owed to the former officer was $134,927 as of March 31,
      2005.
      This amount is due on demand and does not accrue any interest.





During
      the six months ended June 30, 2005, the current president and CEO of the Company
      incurred $17,633 in reimbursable expenses on behalf of the Company. This amount
      is included in accounts payable - related party. The balance owed to this
      officer was $30,633 as of June 30, 2005. In addition, $110,000 in accrued
      liabilities for services rendered to the Company was recorded for this officer
      during the quarter ended December 31, 2004. This amount is due on demand and
      does not accrue any interest under the terms of the employment
      agreement.





NOTE
      4 -
      COMMITMENTS AND CONTINGENCIES





The
      company formed a wholly owned subsidiary named Papadog, Inc. Papadog since
      changed its name to Global Card Services, Inc., and then to Global Card
      Incorporated (Global). In October 2003, Global entered into an employment
      agreement with an individual to serve as its Chief Executive Officer. The annual
      salary was to be $96,000 per annum beginning October 7, 2003. Additionally,
      the
      Company was to issue the CEO 1,000,000 free trading shares of the Company’s
      common stock on the date of six months from when employment commenced. In
      addition the CEO was granted options to purchase 1,000,000 freely traded shares
      at an exercise price of $0.50 per share on a date that is 12 months from the
      date that





10





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005





employment
      commenced and options to purchase 1,000,000 freely trades shares at an exercise
      price of $1.00 per share 18 months after employment commenced. Global was to
      grant to the CEO common stock equal to 5% of the outstanding shares of Global
      with said shares to be vested 12 months from the date the employment commenced,
      additionally Global was to grant to the CEO, options to purchase an additional
      5% of the outstanding shares of Global at an exercise price of $0.10 per share.
      These options were to vest 18 months after the employment commenced. In March
      2004, the employment agreement was terminated and all related stock options
      were
      cancelled. The Company has accrued $48,000 in wages payable and $3,672 in
      related taxes payable for the term of the employment.





On
      March
      8, 2005, the Company entered into a Share Exchange Agreement with Union Media
      News (“Union”), a Nevada corporation whereby the Company exchanged 20% of the
      outstanding shares of its wholly-owned subsidiary Victory Communication
      Services, Inc. for 100% of the outstanding shares of Union. After the close
      of
      the agreement, Union would become a wholly-owned subsidiary of the Company.
      The
      agreement calls for Union and the Company to cooperate in various joint
      ventures. If any joint ventures are launched, the agreement requires Union
      to
      pay the Company the greater of (i) fifteen-percent (15%) of Union’s net revenues
      or (ii) ten thousand dollars ($10,000) per month beginning the third month
      after
      the formation of any joint ventures. The agreement also requires the Company
      to
      assist in obtaining $300,000 in financing for Union within sixty days of the
      closing. In the event, the Company is unable to obtain the necessary financing
      the agreement is cancelled. At the date of this report, the agreement had not
      been closed nor any financing obtained for Union.





NOTE
      5 -
      STOCKHOLDERS’ DEFICIT





Common
      Stock Transactions During the Six Months Ended June 30, 2004





In
      February 2004, the Company issued a total of 3,600,000 shares of its common
      stock to various consultants for services rendered. The shares were valued
      using
      the closing price of the stock at the date of issuance at a total of $598,000
      or
      an average of $0.17 per share.





On
      March
      16, 2004, the Company issued 150,000 shares of its common stock in payment
      of
      amounts owed to a vender. The shares were valued using the closing price of
      the
      stock at the date of issuance of $67,500 or $0.45 per share. In connection
      with
      this, a loss on extinguishment of debt of $48,363 was recorded.





On
      March
      23, 2004, the Company issued 300,000 shares of its common stock for services
      rendered in accordance with an employment agreement. The shares were valued
      using the closing price of the stock at the date of issuance of $120,000 or
      $0.40 per share.





In
      March,
      2004, the Company issued a total of 1,030,000 shares of its common stock to
      a
      various consultants for services rendered. The shares were valued using the
      closing price of the stock at the date of issuance of $367,450 or an average
      of
      $0.36 per share.





Common
      Stock Transactions During the Six Months Ended June 30, 2005





On
      January 5, 2005, the Company authorized the issuance of shares of the Company’s
      common stock owed under an employment agreement to the current president and
      CEO. As of the date of this report, the shares have not been
      issued.





11





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005


Additional
      Common Stock





As
      of
      June 30, 2005, there were 10,666,667 shares of common stock that had been issued
      in a prior period in anticipation of a proposed transaction which was never
      consummated. The shares are being held in the Company’s name. Since the shares
      were issued without consideration nor as a result of an economic transaction,
      they have no basis in value and are not being shown as issued and outstanding
      or
      treasury shares in the accompanying financial statements.





NOTE
      6 -
      LITIGATION





On
      November 19, 2004 RingCentral, Inc. filed a complaint for breach of contract
      against the Company asserting they were owed by the Company $10,000 due to
      under
      the terms of their contract. On February 15, 2005, the Company reached a
      settlement with the plaintiff and agreed to pay RingCentral a total of $11,000
      in several installments. This amount has been recorded as an accrued liability
      in the accompanying consolidated financial statements.





On
      December 28, 2004, the Company was served with an action for breach of contract
      with a former independent contractor The complaint seeks damages in excess
      of
      $200,000 plus punitive damages in an unstated amount. The Company denies any
      liability on this claim and is vigorously defending itself against
      it.








NOTE
      7-BUSINESS COMBINATION





The
      Company acquired all of the outstanding common stock of L & M Resources,
      Inc., a Nevada corporation, on May 27, 2005. L & M Resources was
      consolidated in these financial statements as of June 30, 2005. The following
      is
      the information required by Financial Accounting Standards Board FAS 141:
      Business Combinations.





a.
            L
                & M Resources, Inc. is a jobber in the clothing business, obtaining
                orders for U.S. clothing manufacturers for partially finished apparel
                and
                securing manufacture for the orders. The Company acquired 100% of
                the
                outstanding common stock of the acquired company. There were no other
                classes of shares outstanding.





b.
            The
                primary reason for the acquisition was to develop a reliable source
                of
                revenues. The Company will use its resources to finance and promote
                the
                business.





c.  The
      period for which the results of operations of L & M Resources, Inc. are
      included in  the
      income statement of the combined entity is the first six months of 2005, which
      dates  from
      the
      beginning of the financial year of L & M Resources, Inc.





d.
            The
                cost of the acquired entity was 30% of the outstanding common stock
                of
                Victory Apparel, Inc., a dormant corporation which is a wholly owned
                subsidiary of Victory Capital, Inc. The cost was the de minimus value
                of
                the Victory Apparel stock. The net worth at fair market value of
                L & M
                Resources, Inc. was $10,000, which was assigned as the value of its
                common
                shares.





12





VICTORY
      CAPITAL HOLDINGS AND SUBSIDIARIES


(A
      Development Stage Company)


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Continued)


June
      30,
      2005





|e. | The
              following is the Balance Sheet of L & M Resources, Inc. at the date of
              acquisition,May
              27, 2005 showing the amount assigned to each major asset and liability
              caption.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







L
&
      M
      RESOURCES, INC.


BALANCE
      SHEET


As
      at May
      27, 2005





ASSETSSupplies
            10,000Total
                Assets
            10,000LIABILITIES
                & STOCKHOLDERS' EQUITYLIABILITIESTotal
                Liabilities
            --Common
                Stock
            10,000Retained
                Earnings
            --Total
                Liabilities and Stockholder' Equity
            10,000





f.  Contingent
      payments, options, or commitments in the acquisitions agreement:


The
      Company is to use its best efforts to provide $50,000 on or before June 30,
      2005. (The Company provided $33,900 of this amount by June 30, 2005, and the
      balance in the subsequent period). The Company will use its best efforts to
      provide monthly operating expenses of up to $25,000 per month for a period
      not
      to exceed twelve months, or until revenues cover these operating
      expenses.





g.  There
      were no purchased research and development assets purchased.





h.  All
      purchase price allocations have been finalized.





13





**ITEM
      2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS** ****





The
      following discussion is intended to assist in an understanding of the Company's
      financial position and results of operations for three months ended June 30,
      2005.





Forward-Looking
      Information.





This
      report contains certain forward-looking statements and information relating
      to
      the Company that is based on the beliefs of its management as well as
      assumptions made by and information currently available to its management.
      When
      used in this report, the words "anticipate", "believe", "estimate", "expect",
      "intend", "plan", and similar expressions as they relate to the Company or
      its
      management, are intended to identify forward-looking statements. These
      statements reflect management's current view of the Company with respect to
      future events and are subject to certain risks, uncertainties and assumptions.
      Should any of these risks or uncertainties materialize, or should underlying
      assumptions prove incorrect, actual results may vary materially from those
      described in this report as anticipated, estimated or expected. The Company's
      realization of its business aims could be materially and adversely affected
      by
      any technical or other problems in, or difficulties with, planned funding and
      technologies, third party technologies which render the Company's technologies
      obsolete, the unavailability of required third party technology licenses on
      commercially reasonable terms, the loss of key research and development
      personnel, the inability or failure to recruit and retain qualified research
      and
      development personnel, or the adoption of technology standards which are
      different from technologies around which the Company's business ultimately
      is
      built. The Company does not intend to update these forward-looking
      statements.





Plan
      of Operation





For
      the
      second quarter of 2005 the Company had $12,000 in revenues from its wholly
      owed
      subsidiary, L&M Resources (“L&M”). This reflects consolidated operations
      only for the month of June as L&M became a wholly owned subsidiary during
      June. L&M is focused on the apparel and fashion business with an established
      distribution channel for the Americas and Europe. Additionally L&M has the
      capability to source manufacture in many markets, ensuring it the lowest
      production costs. L&M has established many significant brand distribution
      relationships and is in the process of rolling out its private label, ‘Soho
      District’, for cashmere garments. Victory continues to support its existing
      commitments to other acquisitions and will remain vigilant for new profitable
      opportunities with a focus on potential cash flow.





L&M
      has secured a distribution agreement with Linea Pella, the premier vintage
      leather belt designer in the USA. Linea Pella granted L&M sales and
      distribution rights in the United Kingdom, the Caribbean, Italy, Mexico, and
      South America.





L&M
      signed an exclusive sales and distribution agreement with Rudewear, Ltd of
      London, England. The agreement provides the exclusive rights to sell and
      distribute Rudewear, Rude Apparel, and Rudecube lines of clothing in North
      America, Central America, South America, and the Caribbean.





Credit
      lines for L&M Resources were established in excess of $1,000,000 through
      Hino International Industrial Ltd., located in Hong Kong. This credit line
      is
      for use in multiple garment factories in China.





14








The
      development of the ‘Soho District’ as a private label for L&M, initially for
      cashmere garments, will grow into a brand for all of the company’ private label
      apparel. Shirts, jeans, shoes, business casual, and evening wear will be the
      beginning of products the company will market under this name.








Although
      our Company had not engaged in any material operations during the three months
      ending June 30, 2004, we acquired L&M in the middle of the second quarter of
      2005 through a non-dilutive share exchange agreement. The Company established
      L&M in new offices on June 1, 2005. The new office acts as the showroom for
      L&M and is located in the Cooper Building in the heart of the Los Angeles
      Fashion District. L&M focuses on three primary areas of business: (i)
      outsourcing of manufacturing for new and established designers, (ii) design
      and
      manufacturing of private label goods, and (iii) buying and selling of
      closeouts.





Our
      Company’s plan of operation for the next year is to execute the current business
      plans of our subsidiary companies in the technology, media. and apparel sectors.
      Victory’s business objective is to increase net operating income and net asset
      value by focusing its efforts and assets in companies and industries with high
      potential growth, equity appreciation and overall return. The Company is engaged
      in the formation of subsidiary companies to operate in emerging markets, and
      incubating them from their initial stages to maturity and
      independence.





Critical
      Accounting Policies





Our
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, and expense amounts reported. These estimates can also
      affect supplemental information contained in the external disclosures of the
      Company including information regarding contingencies, risk and financial
      condition. We believe our use of estimates and underlying accounting assumptions
      adhere to GAAP and are consistently and conservatively applied. Valuations
      based
      on estimates are reviewed for reasonableness and conservatism on a consistent
      basis throughout the Company. Primary areas where our financial information
      is
      subject to the use of estimates, assumptions and the application of judgment
      include our evaluation of impairments of intangible assets, and the
      recoverability of deferred tax assets, which must be assessed as to whether
      these assets are likely to be recovered by us through future operations. We
      base
      our estimates on historical experience and on various other assumptions that
      we
      believe to be reasonable under the circumstances. Actual results may differ
      materially from these estimates under different assumptions or conditions.
      We
      continue to monitor significant estimates made during the preparation of our
      financial statements.





Valuation
      Of Long-Lived And Intangible Assets





The
      recoverability of these assets requires considerable judgment and is evaluated
      on an annual basis or more frequently if events or circumstances indicate that
      the assets may be impaired. As it relates to definite life intangible assets,
      we
      apply the impairment rules as required by SFAS No. 121, "Accounting for the
      Impairment of Long-Lived Assets and Assets to Be Disposed Of" which requires
      significant judgment and assumptions related to the expected future cash flows
      attributable to the intangible asset. The impact of modifying any of these
      assumptions can have a significant impact on the estimate of fair value and,
      thus, the recoverability of the asset.





15





Income
      Taxes





We
      recognize deferred tax assets and liabilities based on the differences between
      the financial statement carrying amounts and the tax bases of assets and
      liabilities. We regularly review our deferred tax assets for recoverability
      and
      establish a valuation allowance based upon historical losses, projected future
      taxable income and the expected timing of the reversals of existing temporary
      differences. During 2004, we estimated the allowance on net deferred tax assets
      to be one-hundred percent of the net deferred tax assets.





Results
      of Operations





Quarter
      Ended June 30, 2005 Compared to Quarter Ended June 30, 2004





Victory
      has had $12,000 revenues since inception (January 7, 1982) through June 30
      31,
      2005. Accordingly, Victory has, and continues to be, a development-stage
      company. With any development-stage company of this nature, there are inherent
      risks, which may prohibit Victory from reaching commercial viability. Until
      one
      of our subsidiaries begins operations, we will have no operating revenues but
      will continue to incur substantial expenses.





General
      and administrative expenses were $71,249 in the current six months compared
      to
      $53,705 in the comparable period last year. For the three months ended June
      30,
      2005 and 2004, consulting expenses were $310,136 and $965,450. The increase
      is
      mainly due to stock issued to consultants in the prior period.





Liquidity
      and Capital Resources





The
      Company continues to incur operating losses as a result of being a
      development-stage company. The Company had cash of approximately $43,044 at
      June
      30, 2005.





For
      six
      months ended June 30, 2005 and 2004, Victory incurred net losses of $349,803
      and
      $1,211,518, respectively. As of June 30, 2005, the Company had a stockholders’
      deficiency and a working capital deficiency of approximately $772,422 and
      $348,418, respectively. The report of Victory’s independent certified public
      accountants on the Company’s December 31, 2004 financial statements notes that
      Victory is a development-stage company with no revenues from its intended
      operations, has recurring losses and has a working capital deficiency and
      stockholders’ deficiency at December 31, 2004 and these conditions raise
      substantial doubt about Victory’s ability to continue as a going
      concern.





Net
      cash
      used by operating activities was $13,715 compared to $1,693 for the six months
      ended June 30, 2005 and 2004, respectively.





Net
      cash
      used by investing activities was $103,241, compared to $1,693 for the six months
      ended June 30, 2005 and 2004, respectively.





Net
      cash
      provided by financing activities was $160,000 for the current three months
      compared to $0 for the comparable period last year from the proceeds of a loan.





Victory
      is exploring additional sources of working capital including borrowing, sales
      of
      securities, joint ventures and acquisition of subsidiaries. Management believes
      that Victory can raise adequate capital to keep the Company functioning at
      a
      minimum level of operation in the next fiscal year. However, there can be no
      assurances that management will be successful in obtaining adequate funding.




The
      Company has no current commitments for capital expenditures or additional equity
      or debt financing.





16








**Item
      3 -- Controls and Procedures**





(a)  As
      of the
      end of the period covered by this report, the Chief Executive Officer and the
      Chief Financial Officer made an evaluation of the company's disclosure controls
      and procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) of the
      Securities Exchange Act). Based on the evaluation of these controls and
      procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under the Exchange
      Act, in their opinion, the disclosure controls and procedures are
      effective.





(b)
      During the most recent fiscal year, there have not been any significant changes
      in our internal controls over financial reporting or in other factors that
      have
      materially affected, or are reasonably likely to materially affect, our internal
      controls over financial reporting.





**PART
      II:**  **OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





None





**Item
      2.**  **Changes
      in Securities**





None





**Item
      3.**  **Defaults
      Upon Senior Securities**





None





**Item
      4.**  **Submission
      Of Matters To A Vote Of Security Holders**





None


**Item
      5.**  **Other
      Information**





None





**Item
      6.**  **Exhibits**





Exhibit
                31.1
            Certification
                of the Chief Executive Officer of Victory Capital Holdings Corporation
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002Exhibit
                31.2
            Certification
                of the Chief Financial Officer of Victory Capital Holdings Corporation
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002Exhibit
                32.1
            Certification
                of the Chief Executive Officer of Victory Capital Holdings Corporation
                pursuant to Section 906 of the Sarbanes Oxley Act of
                2002Exhibit
                32.2
            Certification
                of the Chief Financial Officer of Victory Capital Holdings Corporation
                pursuant to Section 906 of the Sarbanes Oxley Act of
                2002





17





SIGNATURES





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





VICTORY
      CAPITAL HOLDINGS CORPORATION ,
      Registrant





Date:
      September 6, 2005





By:
      /s/ Jon Fullenkamp


Jon
      Fullenkamp


Chief
      Executive Officer, President, Chief Financial Officer and Director








18