SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 FORM
        10-QSB/A
 
 [X]
        AMENDMENT NUMBER 1 TO
 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
        September 6, 2005, there were 22,100,258 shares of common stock were
        outstanding.
 
 Transitional
        Small Business Disclosure Format: Yes [X] No [ ]
 
  
  EXPLANATORY
        NOTE
 
 This
        Quarterly Report on Form 10-QSB/A amends our previously filed Quarterly Report
        on Form 10-QSB for the fiscal quarter ended June 30, 2005. This amendment
        is
        being filed to correct the caption on the column of the Balance Sheet for
        December 31, 2004 results from “restated” to “audited” and to add Footnote 8 -
        Reclassification Items to the notes to the financial statements to explain
        the
        reclassification of certain items in the results reported for the fiscal
        year
        ended December 31, 2004.
 
 
 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) and December 31, 2004
                  (audited)........
              1Consolidated
                  Statements of Operations (unaudited) - Three and Six Months Ended
                  June 30,
                  2005 and 2004 and for the Period from 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 since 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 (Audited)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 Party
              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; 22,100,258 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
              For
                  the
              From
                  InceptionThree
                  Months Ended
              Six
                  Months Ended
              January
                  1982June
                  30
              June
                  30
              Through2005
              2004
              2005
              2004
              June
                  30, 2005REVENUES
              $
                  32,207
              $
                  --
              $
                  32,207
              $
                  --
              $
                  32,207EXPENSESConsulting
                  expense
              310,136
              
              310,136
              965,450
              2,007,617Wages
                  and salaries
              
              
              --
              144,000
              501,683General
                  and administrative expenses
              71,249
              26,421
              71,249
              53,705
              248,000Total
                  Expenses
              381,385
              26,421
              381,385
              1,163,155
              2,757,300LOSS
                  FROM OPERATIONS
              (349,178)
              (26,421)
              (349,178)
              (1,163,155)
              (2,725,093)OTHER
                  INCOME (EXPENSE)Gain/(Loss)
                  from extinguishment of debt
              
              
              
              (48,363)
              (48,363)Interest
                  expense
              (625)
              (177)
              (625)
              
              (625)Other
                  income
              
              
              
              
              2,096Total
                  other income (expenses)
              (625)
              (177)
              (625)
              (48,363)
              (46,892)NET
                  LOSS
              $
                  (349,803)
              $
                  (26,598)
              $
                  (349,803)
              $(1,211,518)
              $
                  (2,771,985)BASIC
                  LOSS PER SHAREOF
                  COMMON STOCK
              $
                  0.02
              $
                  0.02
              $
                  0.02
              $
                  (0.06)WEIGHTED
                  AVERAGE NUMBEROF
                  SHARES OUTSTANDING
              22,100,258
              22,100,258
              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)
 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 (Unaudited)
              
              
              
              (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
              --
              310,773NET
                  INCREASE IN CASH
              43,044
              --
              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 and three 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 Ring Central, 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.
 
 NOTE
        8-RECLASSIFICATION ITEMS
 
 Certain
        liabilities in the December 31, 2004 audited financial statements were
        reclassified in order to match current classification in the June 30, 2005
        financial statements: Accounts Payable - Related Party, and Accrued Liabilities
        - Related. These were recorded as current liabilities in the audited financial
        statements. They currently have no terms of repayment and repayment remains
        de
        facto at the option of the related parties who control the company. Thus
        payment
        within the current accounting cycle is not anticipated, and the items were
        reclassified as Other Liabilities.
 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
 
 The
        company had $32,207 revenues in the quarter ended June 30, 2005, as compared
        to
        zero in the comparable quarter of the prior year, and $32,207 in the six
        month
        period ended June 30, 2005 compared to zero in the prior year. $32,207 was
        also
        revenues since inception (January 7, 1982) through June 30 31, 2005.
        Revenues were generated in a consolidated subsidiary from consulting, which
        is
        the first fruits of the company’s acquisition strategy. However, Victory has
        been, 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 $44,828 in the quarter ended June 30, 2005
        compared to $41,517 in the comparable quarter in 2004, and $71,249 in the
        current six months compared to $53,705 in the comparable period last year.
 
 Consulting
        expenses were $310,136 in the quarter ended June 30, 2005 and zero in the
        same
        quarter of 2004. For the six months ended June 30, 2005 and 2004, consulting
        expenses were $310,136 and $965,450. The decrease in the six month period
        is
        mainly due to not issuing stock to consultants as 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
        the
        quarter ended June 30, 2005 Victory incurred a loss of $322,757 compared
        to a
        loss of $41,517 in the similar quarter of 2004. This was due to consulting
        expenses in the latest quarter, absent in the same quarter of 2004. In the
        six
        months ended June 30, 2005 and 2004, Victory incurred net losses of $349,803
        and
        $1,211,518, respectively. This was due to higher consulting fees in the prior
        year, paid in stock, a procedure that was not repeated in 2005.
 
 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.
 
 
 16
  
  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 six 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.
 
 **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 23, 2005
 
 By:
        /s/ Jon Fullenkamp
 Jon
        Fullenkamp
 Chief
        Executive Officer, President, Chief Financial Officer and Director
 
 
 18