**SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 **FORM
10-KSB/A**
 
 [ X
]  Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2004.
 
 [
]  Transitional
Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from _______________ to ________________.
 
 Commission
      File No. 000-30237**VICTOR
      INDUSTRIES, INC.**
      (Name
      of small business issuer in its charter)
 _____________________________________________
 
 
 Idaho
    91-078484114(State
      or other Jurisdiction
      of
      Incorporation or Organization)
    (IRS
      Employer
      Identification
      Number)
 
 180
      Southwest Higgins Ave.
      Missoula,
      Montana
    59803(Address
      of Principal Executive Offices)
    (Zip
      Code)
 
 **(406)
549-2261**
 (Issuer's
Telephone Number)
 
 Securities
      registered under Section 12(g) of the Act:
    NoneSecurities
      to be registered under Section 12(g) of the Act:
    None
 
 Check
whether the issuer (1) 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 Company was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 
 Yes [ X ]
No [ ].
 
 Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ].
 
 Issuer's
revenues for its most recent fiscal year: $ 1290.00.
 
 State the
aggregate market value of the voting stock and non-voting equity held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of July 20, 2005, was
$0.01.
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: As of July 20, 2005, there were 229,216,913
shares of the Company's common stock issued and outstanding.
 
 Transitional
Small Business Disclosure Format: Yes [ X ] No [ ].
 
 
 
 
 **EXPLANATORY
NOTE: THIS FILING IS BEING MADE SOLELY FOR PURPOSES OF (1)
PROVIDING** ****** **CONSIDERABLE
DETAIL REGARDING THE STOCK THAT WAS ISSUED FOR DEBT SETTLEMENT AND FOR SERVICES
IN 2003 AND 2004 IN ACCORDANCE WITH ITEM 303(B) OF REGULATION S-B; (2) PROVIDING
THE APPROPRIATE SIGNATURES; AND (3) PROVIDING THE APPROPRIATE CERTIFICATIONS IN
STRICT COMPLIANCE WITH RULE 13A-14(A) AND RULE 15D-14(A) USING THE LANGUAGE
EXACTLY AS SET FORTH IN THE RULES AND ACCOUNTING FOR ITEM 601 OF REGULATION S-B,
AS NECESSARY.** **EXCEPT
AS SET FORTH IN THIS FORM 10-KSB/A, THIS FORM 10-KSB/A DOES NOT REFLECT ANY
EVENTS THAT OCCURRED AFTER THE FILING OF THE FORM 10-KSB OR MODIFY, AMEND OR
UPDATE ANY DISCLOSURES CONTAINED IN THE FORM 10-KSB TO REFLECT ANY SUBSEQUENT
EVENTS. EXCEPT AS SET FORTH IN THIS FORM 10-KSB/A, THE COMPANY IS NOT MAKING ANY
CHANGES TO, OR UPDATING ANY DISCLOSURES CONTAINED IN, THE FORM
10-KSB.**
 
 **Item
6. Management's Discussion And Analysis Or Plan Of Operation.**
 
 *The
following discussion should be read in conjunction with our audited financial
statements and notes thereto included herein. In connection with, and because we
desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update
forward-looking statements.*
 
 Critical
Accounting Policies .
 
 Our
critical and significant accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Financial
Statements. These policies have been consistently applied in all material
respects and address such matters as revenue recognition and depreciation
methods. The preparation of the financial statements in conformity with
generally accepted accounting principles in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates.
 
 The
financial information set forth in the following discussion should be read in
conjunction with, and qualified in its entirety by, the financial statements of
the Company included elsewhere herein.
 
 Financial
Condition And Changes In Financial Condition
 
 *Overall
Operating Results*
 
 We did
not have any zeolite sales or sales of any Company products for the year ended
December 31, 2004 and 2003. We anticipate that increased marketing efforts for
the fertilizer compound in the future will generate the required revenues to
sustain our anticipated growth. There can be no assurances that such sales will
occur or that our patent application will be approved. Operating expenses were
$1,229,148 for the current year and were primarily incurred for professional,
legal, accounting and consulting fees incurred in connection with the compliance
costs incurred with filing requirements with the SEC and with its application to
the General Services Administration to list our products on the GSA Advantage
website. The comparable operating expenses for the prior year were $246,646.
These expenses were incurred for consulting fees that relate to the registering
of our securities in connection with the filing of SEC form 10KSB as well as
general business development; management fees paid to our Chief Executive
Officer in lieu of wages; licenses and fees for registering our securities;
professional fees for legal and accounting fees for completing our quarterly
filing requirements for the Securities and Exchange Commission; travel expenses
for marketing and attending trade shows and non-cash charges for services
rendered where the payee accepted our common stock in lieu of cash.
 
 We
incurred a net loss for the year ended December 31, 2004 of $1,215,498 as
compared to a net loss of $476,442 for the year ended December 31, 2003. The
2003 losses were attributable to the aforementioned operating expenses, and the
discontinued operations of New Wave Media.
 
 Results
of Operations for year ended December 31, 2004 as compared with the prior year
ended December 31, 2003 .
 
 We
generated $1,290 in revenues during the year ended December 31, 2004 versus $0
for the year ended December 31, 2003.
  
 
 *Operating
Expenses*
 
 We have
accumulated $5,800,000 of net operating loss carry forwards as of December 31,
2004, that may be offset against future taxable income. There will be
limitations on the amount of net operating loss carry forwards that can be used
due to the change in the control of the management of the Company. No tax
benefit has been reported in the financial statements, because we believe there
is almost a 100% chance the carry forwards will expire unused. Accordingly, the
potential tax benefits of the loss carry forwards is offset by valuation
allowance of the same amount.
 
 *Debt
Settlement and Consulting Services*
 
 Selling,
general and administrative expense increased $1,012,846 to $1,226,109 for the
year ended December 31, 2004 compared with $213,263 for the year ended December
31, 2003. This increase is primarily attributable to $965,618 of non-cash
expenses in 2004 reflecting the fair value of common stock issued as
compensation to employees for services, in settlement of outstanding loans or
for services rendered to the Company.
 
 In 2004,
the Company attributed $517,238 of non-cash expenses which was primarily used to
pay the following services: officer & director fees, sales and
communication, business development, product development, research, accounting,
web site development & maintenance, legal, edgarizing and public relations.
The balance of non-cash expenses of $448,380 in 2004 is attributable to the
settlement of old outstanding payables that were settled and the settlement of
cash debt owed to certain individuals for services rendered to the
Company.
 
 By way of
comparison in 2003, the Company attributed $155,000 of non-cash expenses which
was primarily to pay for the following services: sales, business & product
development, research, accounting, legal, and public relations. The balance of
non-cash expenses of $75,000 in 2003 is attributable to the settlement of old
outstanding payables that were settled and the settlement of cash debt owed to
certain individuals for services rendered to the Company.
 
 
 
 The
following table more fully illustrates the shares issued and/or paid for debt or
services during the years ended December 31, 2004 and December 31,
2003:
 
 **STOCK
      ISSUANCES**
    **REASON
      SHARES ISSUED**
    **NUMBER
      OF SHARES ISSUED**
    **AMOUNT
      (as reflected in the Company’s Financial
    Statements)****2003
      Stock Issuances**Stock
      issued to pay $75,000 of debt
    Debt
    14,000,000
    $75,000.00Stock
      issued for new business development
    Services
    14,000,000
    $140,000.00Stock
      for accounting services
    Services
    1,500,000
    $15,000.00**2004
      Stock Issuances**Stock
      issued to pay $325,426 of debt
    Debt
    30,199,305
    $448,380.00Stock
      issued to pay for legal services
    Services
    1,500,000
    $15,000.00Stock
      issued to pay for management & board fees
    Services
    29,395,700
    $315,515.18Stock
      issued for new business development
    Services
    16,700,216
    $186,722.82
 
 Liquidity
And Capital Resources
 
 *Stock
Sold For Cash*
 
 We will
need additional financing in order to implement our business plan and continue
as a going concern. We do not currently have a source for any additional
financing and we cannot give any assurances that we will be able to secure any
financing.
 
 *Plan
of Operation*
 
 The
Company has two main initiatives underway: (1) to begin the sales, distribution
and further development of the fertilizer business; and (2) to continue
discussions with companies that are interested in being acquired by Victor
Industries.
 
 
 Plan
of Operation for the Next Twelve Months
 
 *Fertilizer
Business*
 
 The
Company has refocused its efforts on sales of ENVIROLIZER and the funding of
research to confirm the Company’s belief that its technology will effectively
absorb ammonia and phosphates from animal waste streams at CAFO’s (Concentrated
Animal Feeding Operations) and harvest what would be a truly organic, long
lasting, non-leaching fertilizer/ soil amendment. The addition of this product
to the soil confers permanent benefits such as using less water, less frequently
than possible now while generally enhancing yields.
 
 In 2005
Victor Industries intends to introduce additional products, including a potting
soil pre-mixed with ENVIROLIZER, an organic version of ENVIROLIZER and a twenty
pound version for retail customers.
 
 The
Company intends to finance this aspect of its business through cash flow
generated from prospective fertilizer sales and through the sale of the
Company's common shares.
 
 Acquisitions
and Mergers
 
 Victor
Industries is interested in acquiring businesses outside of the Company's
traditional fertilizer business. In this regard, the Company will continue to
explore opportunities that have been presented to the Company from other private
and public entities.
 
 In our
opinion, the Company will have to raise working capital from outside sources
during the next twelve months to meet our obligations and commitments as they
become payable. Historically, we have been successful in our efforts to secure
working capital from private placements of common stock and loans from
private investors.
 
 Inflation
 
 Our
results of operations have not been affected by inflation and we do not expect
inflation to have a significant effect on our operations in the
future.
 
 Forward-Looking
Information
 
 From time
to time, our representatives or we have made or may make forward-looking
statements, orally or in writing. Such forward-looking statements may be
included in, but not limited to, press releases, oral statements made with the
approval of an authorized executive officer or in various filings made by us
with the Securities and Exchange Commission. Words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project or projected", or similar expressions are intended to identify
"forward-looking statements". Such statements are qualified in their entirety by
reference to and are accompanied by the above discussion of certain important
factors that could cause actual results to differ materially from such
forward-looking statements.
 
 Management
is currently unaware of any trends or conditions other than those previously
mentioned in the management's discussion and analysis that could have a material
adverse effect on the Company's consolidated financial position, future results
of operations, or liquidity. However, investors should also be aware of factors
that could have a negative impact on the Company's prospects and the consistency
of progress in the areas of revenue generation, liquidity, and generation of
capital resources. These include:(i) variations in revenue, (ii) possible
inability to attract investors for its equity securities or otherwise raise
adequate funds from any source should the Company seek to do so, (iii) increased
governmental regulation, (iv) increased competition, (v) unfavorable outcomes to
litigation involving the Company or to which the Company may become a party in
the future and, (vi) a very competitive and rapidly changing operating
environment.
 
 The risks
identified here are not all inclusive. New risk factors emerge from time to time
and it is not possible for management to predict all such risk factors, nor can
it assess the impact of all such risk factors on the Company's business or the
extent to which any factor or combination of factors may cause actual results to
differ materially from those contained in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon as a
prediction of actual results.
 
 Going
Concern
 
 The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The history of losses and the inability for the
Company to make a profit from selling a good or service has raised substantial
doubt about our ability to continue as a going concern.
 
 In spite
of the fact that the current obligations of the Company are relatively minimal,
given the cash position of the Company, we
have very little cash to meet obligations as they arise .
 
 We intend
to fund the Company and attempt to meet corporate obligations by selling common
stock. However the Company's common stock is at a very low price and is not
actively traded.
 
 We face
exposure to fluctuations in the price of our common stock due to the very
limited cash resources we have. For example, the Company has very limited
resources to pay legal and accounting professionals. If we are unable to pay a
legal or accounting professional in order to perform various professional
services for the company, it may be difficult, if not impossible, for the
Company to maintain its reporting status under the Securities Exchange Act of
1934. If the Company felt that it was likely that it would not be able to
maintain its reporting status, it would make a disclosure by filing a Form 8-K
with the SEC. In any case, if the Company was not able to maintain its reporting
status, it would become "delisted" and this would potentially cause an investor
or an existing shareholder to lose all or part of his investment.
 
 
  
  **SIGNATURES** ****
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 
 DATE:October
      21, 2005
    VICTOR
      INDUSTRIES, INC.
      (Registrant)
      
      
      
      By:
      /s/ Lana PopeLana
      Pope
      Director,
      CEO and CFO
 
 
 
 **INDEX
TO EXHIBITS**
 
 **Number**
    **Exhibit
      Title****31.1**
    Certification
      of Chief Executive Officer Pursuant to pursuant to Rule 13a-14a and Rule
      15d-14(a).**31.2**
    Certification
      of Chief Financial Officer Pursuant to pursuant to Rule 13a-14a and Rule
      15d-14(a).**32.1**
    Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section
    1350.**32.2**
    Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section
    1350.