U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q




For
Annual and Transition Reports pursuant to Section 13 or 15(d) of
the


Securities
Exchange Act of 1934 (Mark One)




x
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
the three months ended


March
31, 2010




 ̈
            Transition
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934





Commission
File Number 000-27189




VICTORIA
INDUSTRIES, INC.


(Name of
Registrant as specified in its charter)




Nevada
            98-0230423(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      Number)





551
      Fifth Avenue, Suite 423New
      York, New York
                10017(Address
      of principal executive office)
                (Zip
      Code)




Issuer’s
telephone number: (646) 8258083




Securities registered under Section
12(b) of the Exchange Act:




Title
      of each class
            Name
      of each exchange on which registeredCommon
      shares
            OTC
      Bulleting Board




Securities
registered under Section 12(g) of the Exchange Act:Common Stock




Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act:


 ̈




Note  -  Checking
the box above will not relieve any registrant required to file
reports  pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act
from their
obligations  under  those  Sections.





SEC
      2337 (12-05)
              PERSONS
      WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM
      ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
      CONTROL NUMBER.




Check
whether the issuer (I) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.


Yes x No  ̈




Check if
there is a disclosure of delinquent filers in response to Item 405 of Regulation
S-B 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 II of this Form 10-QSB or any amendment to
this Form 10-QSB.


 ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated
      filer ̈
            Accelerated
      filer ̈Non-accelerated
      filer ̈
            Smaller reporting
      companyx(Do
      not check if a smaller reporting
company)




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


Yes x No  ̈




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May14, 2010:




Common Stock;
10,558,836




Transitional
      Small Business Disclosure Format (Check one):
                Yes
       ̈; No x









VICTORIA
INDUSTRIES, INC.




FORM
10-QSB





TABLE
OF CONTENTS





PagePART
      I.  FINANCIAL INFORMATIONItem
      1.
                                                  Financial
      Statements (unaudited)Balance
      Sheets – March 31, 2010 and December 31, 2009
                                                  3Statements
      of Operations and Comprehensive Income (Loss) - for the three months ended
      March 31, 2010 and 2009
                                                  4Statements
      of Changes in Stockholder’s Equity (Capital Deficit) – March 31, 2010 and
      December 31, 2009
                                                  5Statements
      of Cash Flows - for the three months ended March 31, 2010 and
      2009
                                                  6Notes
      to Unaudited Financial Statements
                                                  7Item
      2.
                                                  Management’s
      Discussion and Analysis of Principal Condition and
    Operations
                                                  9Item
      3.
                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                  10Item
      4.
                                                  Controls
      and Procedures
                                                  12PART
      II.
                                                  OTHER
      INFORMATIONItem
      1.
                                                  Legal
      Proceedings
                                                  12Item
      2.
                                                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                  12Item
      3.
                                                  Defaults
      upon Senior Securities
                                                  12Item
      4.
                                                  Submission
      of Matters to a Vote of Security Holders
                                                  12Item
      5.
                                                  Other
      Information
                                                  12Item
      6.
                                                  Exhibits
      and Reports on Form 8-K
                                                  13SIGNATURES
                                                  13


2


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


(Expressed
in US Dollars)


March 31,
                          2010
                          (UNAUDITED)
                        
                        
                        December 31,
                          2009TOTAL
      ASSETS
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        7,861
                        
                        
                        $
                        7,111Short-term
      loans
                        
                        
                        93,885
                        
                        
                        
                        91,135Total
      current liabilities
                        
                        
                        101,746
                        
                        
                        
                        98,246STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 10,558,836 shares issued and outstanding as of
      March 31, 2010 and December 31, 2009
                        
                        
                        10,559
                        
                        
                        
                        10,559Additional
      paid-in capital
                        
                        
                        1,805,745
                        
                        
                        
                        1,805,745Accumulated
      (deficit )
                        
                        
                        (1,918,050
                        )
                        
                        
                        (1,914,550
                        )Accumulated
      other comprehensive (loss)  - foreign currencyTotal
      stockholders' equity
                        
                        
                        (101,746
                        )
                        
                        
                        (98,246
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                        
                        $
                        -
                        
                        
                        $
                        -





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


3


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


(Expressed
in US Dollars, except share amounts)





SinceReturnToFor the three months
                        
                        
                        developmentended
                        
                        
                        StageMarch 31,
                        
                        
                        March 31,
                        
                        
                        (11/30/07 –2010
                        
                        
                        2009
                        
                        
                        3/31/2010)OPERATING
      EXPENSESProfessional
      fees
                        
                        $
                        (3,500
                        )
                        
                        $
                        (7,000
                        )
                        
                        $
                        (68,258
                        )OPERATING
      LOSS
                        
                        
                        (3,500
                        )
                        
                        
                        (7,000
                        )
                        
                        
                        (68,258
                        )NET
      LOSS FROM CONTINUING OPERATIONS
                        
                        
                        (3,500
                        )
                        
                        
                        (7,000
                        )
                        
                        
                        (68,258
                        )Net
      Income (Loss)
                        
                        
                        (3,500
                        )
                        
                        
                        (7,000
                        )
                        
                        
                        (68,258
                        )COMPREHENSIVE
      INCOME (LOSS)
                        
                        $
                        (3,500
                        )
                        
                        $
                        (7,000
                        )
                        
                        $
                        (68,258
                        )BASIC
      LOSS PER SHARE
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.01
                        )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                        
                        
                        10,558,836
                        
                        
                        
                        10,558,836
                        
                        
                        
                        10,558,836





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


4


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY


(Expressed
in US Dollars, except share amounts)





Additional
                          
                          
                          
                          
                          
                          TotalCommon stock
                          
                          
                          Paid-in
                          
                          
                          Accumulated
                          
                          
                          Stockholders’Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          (Deficit)
                          
                          
                          EquityDecember
      31, 2008
                          
                          
                          10,558,836
                          
                          
                          $
                          10,559
                          
                          
                          $
                          1,805,745
                          
                          
                          $
                          (1,898,700
                          )
                          
                          $
                          (82,396
                          )Net
      loss for the year
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (15,850
                          )
                          
                          
                          (15,850
                          )December
      31, 2009
                          
                          
                          10,558,836
                          
                          
                          $
                          10,559
                          
                          
                          $
                          1,805,745
                          
                          
                          $
                          (1,914,550
                          )
                          
                          $
                          (98,246
                          )Net
      loss for the three months
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (3,500
                          )
                          
                          
                          (3,500
                          )March
      31, 2010
                          
                          
                          10,558,836
                          
                          
                          $
                          10,559
                          
                          
                          $
                          1,805,745
                          
                          
                          $
                          (1,918,050
                          )
                          
                          $
                          (101,746
                          )





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


5


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(Expressed
in US Dollars)








For the three months endedMarch 31,
                  
                  
                  March 31,2010
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                  
                  $
                  (3,500
                  )
                  
                  $
                  (7,000
                  )Changes
      in current assets and liabilities:Increase
      (decrease) in accounts payable
                  
                  
                  3,500
                  
                  
                  
                  7,000Cash
      used in operating activities of continuing operations
                  
                  
                  -
                  
                  
                  
                  -CASH
      FLOWS FROM FINANCING ACTIVITIESShort-term
      loans received
                  
                  
                  -
                  
                  
                  
                  -Cash
      provided by financing activities
                  
                  
                  -
                  
                  
                  
                  -INCREASE
      (DECREASE) IN CASH:
                  
                  
                  -
                  
                  
                  
                  -CASH,
      at the beginning of the period
                  
                  
                  -
                  
                  
                  
                  -CASH,
      at the end of the period
                  
                  $
                  -
                  
                  
                  $
                  -Interest
      paid
                  
                  
                  -
                  
                  
                  
                  -Income
      tax paid
                  
                  
                  -
                  
                  
                  
                  -





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


6


1.   NATURE
OF BUSINESS





Victoria
Industries, Inc. was incorporated on January 25, 2000 under the laws of the
State of Nevada.


The
principal executive office of the Company is situated at the following address:
551 Fifth Avenue, Suite 423, New York, NY 10017, USA. Victoria Industries, Inc.
Victoria Industries, Inc. is currently looking for a business
combination.





The
number of fulltime employees of the Company as at March 31, 2010 and December
31, 2009 amounted to 2 and 2 respectively.





2.   PRESENTATION
OF FINANCIAL STATEMENTS





Basis of
Presentation





The
accompanying unaudited condensed financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”) for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included.





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





Going concern– The
Company returned to a development stage company upon sale of its operating
subsidiary Victoria Resources, Inc. in 2007 and has been inactive since December
31, 2007. The ability of the Company to meet its obligations is dependent on
being able to successfully acquire a new business activity. The Company's
financial statements have been presented on the basis that it is a going
concern, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.





3.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Cash and Cash
Equivalents - Cash include petty cash and cash held on current bank
accounts. Cash equivalents include short-term investments with maturities of
three months or less that are readily convertible to known amount of cash and
which are subject to insignificant risk of changes in value.




Loss per Common Share
–Basic income per share is calculated by dividing the net income
available to common stockholders by the weighted average number of shares
outstanding during the year. Diluted earnings per share reflect the potential
dilution of securities that could share in earnings of an entity. In a loss
year, dilutive common equivalent shares are excluded from the loss per share
calculation as the effect would be anti-dilutive. Basic and diluted earnings per
share are the same for the years presented.




Comprehensive
Income-Comprehensive income is defined to include all changes in equity except
those resulting from investments by owners and distributions to owners.
Comprehensive income requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements.


7


4.   ACCOUNTS PAYABLE





Accounts
payable as of March 31, 2010 and December 31, 2009 of $7,861 and $7,111
represented unpaid audit and financial printing expenses.





5.  SHORT TERM
LOANS





Short-term
loans as of March 31, 2010 and December 31, 2009 in a total amount of $93,885
and $91,135 represented non-interest bearing loans payable on demand, which the
Company borrowed from Thor United Corporation, the Company’s majority
shareholder in order to finance certain administrative expenses mainly relating
to audit and financial printing.





6.
COMMON STOCK





There are
75,000,000 common shares authorized by the Company’s Amended and Restated
Certificate of Incorporation. There were 10,558,836 ordinary shares with a par
value of $0.001 US dollar issued and outstanding as of March 31, 2010 and
December 31, 2009.





The
holders of ordinary shares have voting rights but no guarantee of
dividends.  No dividends were declared or paid during the periods
ended March 31, 2010 and March 31, 2009.





7.  RELATED
PARTIES





Related
parties include shareholders, affiliates and entities under common ownership,
over which the Company has the ability to exercise a significant influence
and/or control.





Transactions
with related parties are performed on terms that may differ from those that
would be available to unrelated parties.





8.  COMMITMENTS
AND CONTINGENCIES





Litigation – The
Company has been the subject of legal proceedings and adjudications from time to
time, none of which has had, individually or in the aggregate, a material
adverse impact on the Company.


8




ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS OF PRINCIPAL CONDITIONS AND
OPERATIONS





Discussion and Analysis of
Financial Condition




Results
of Operations





The
continuation of the Company is dependent upon finding new business
opportunities, continuing financial support of creditors and stockholders as
well as obtaining long-term financing. Management plans to raise equity capital
to finance the current cash requirements of the Company. Capital raised will be
used to pay general corporate expenses and evaluate new business opportunities.
While the Company is undertaking its best efforts to achieve the above plans,
there is no assurance that any such activity will generate funds that will be
sufficient to settle the outstanding liabilities and finance the on-going
corporate expenses. If the Company is not successful in raising financing, the
Company's may sustain continued losses.




Cash
Requirements





The
Company anticipates it will require around $100,000 to sustain operations and
effectively evaluate new business opportunities over the next twelve months. The
Company believes it will be able to raise these funds through equity and debt
financing; however, there is no guarantee that funds will be
raised.





Going
Concern





These
financial statements have been prepared on a going concern basis which assumes
that adequate sources of financing will be obtained as required and that our
assets will be realized and liabilities settled in the ordinary course of
business.  Accordingly, these consolidated financial statements do not
include any adjustments related to the recoverability of assets and
classification of assets and liabilities that might be necessary should we be
unable to continue as a going concern.





In order
for us to continue as a going concern, we require additional
financing.  There can be no assurance that additional financing will
be available to us when needed or, if available, that it can be obtained on
commercially reasonable
terms.  If  we  are  not  able  to
continue as a going concern,  we  would likely be unable to
realize the carrying value of our assets
reflected  in  the  balances set out in the
preparation of financial statements. The Company’s limited revenue history,
absence of revenue sources following the sale and discontinuation of its lumber
business and limited funding raise substantial doubt about the Company’s ability
to continue as a going concern.





Accordingly,
our independent auditors included an explanatory paragraph in their report of
the December 31, 2009 financial statements regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional
notes and disclosures describing the circumstances that lead to this disclosure
by our independent auditors.




Application
of Critical Accounting Policies




Use
of Estimates





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





Revenue
Recognition





For
revenue from product sales, the Company recognizes revenue based on four basic
criteria that must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably
assured.


There was
no revenue during the periods reported in this filing.


9


ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Much of
the information included in this report includes or is based upon estimates,
projections or other “forward looking statements". Such forward looking
statements include any projections or estimates made by us and our management in
connection with our business operations.  While these forward-looking
statements, and any assumptions upon which they are based, are made in good
faith and reflect our current judgment regarding the direction of our business,
actual results will almost always vary, sometimes materially, from any
estimates, predictions, projections, assumptions or other future performance
suggested  herein.





Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other "forward looking
statements".





Our
common shares are considered speculative during our search for a new business
opportunity.  Prospective investors should consider carefully the risk
factors set out below





Limited
operating history; anticipated losses; uncertainty of future
results





The
Company has a limited operating history upon which an evaluation of its
prospects can be made. There can be no assurance that the Company will
effectively execute its business plan or manage any growth of the business, or
that the Company’s future operating and financial forecast will be met. Future
development and  operating results will depend on many factors,
including access to adequate
capital,  the  demand  for  the
Company's products, the level of product and price
competition,  the  Company’s  success  in  setting  up  and
expanding distribution
channels,  and  whether  the  Company
can control costs. Many of these factors are beyond the control of the Company.
In addition, the Company's future prospects must be
considered  in  light  of  the  risks,
expenses, and difficulties frequently encountered in establishing a new business
or seeking a viable business combination.





Limited
public market





The
Company’s Common Stock is currently quoted on the NASD OTC Bulletin Board under
the ticker symbol VIIN.  As of May 14, 2010 there were approximately
10,558,836 shares of Common Stock outstanding. There can be no assurance that a
trading market will be sustained in the future. Factors such as, but not limited
to, technological innovations, new products, acquisitions or strategic alliances
entered into by the Company or its competitors, failure to meet security
analysts' expectations, government regulatory action, proprietary rights
developments, and market conditions in general could have a material effect on
the  volatility  of  the  Company's  stock  price.




"Penny
Stock" Rules May Restrict the Market for the Company's Shares





Our
common shares are subject to rules promulgated by the Securities and Exchange
Commission relating to "penny stocks," which apply to companies whose shares are
not traded on a national stock exchange or on the NASDAQ system, trade at less
than $5.00 per share, or who do not meet certain other financial requirements
specified by the Securities and Exchange Commission. These rules require brokers
who sell "penny stocks" to persons other than established customers and
"accredited investors" to complete certain documentation, make suitability
inquiries of investors, and provide investors with certain information
concerning the risks of trading in such penny stocks. These rules may discourage
or restrict the ability of brokers to sell our common shares and may affect the
secondary market for our common shares. These rules could also hamper our
ability to raise funds in the primary market for our common
shares.


10




Possible
Volatility of Share Prices





Our
common shares are currently quoted on the OTC BB service. The trading price of
our common shares has been subject to wide fluctuations.
Trading  prices  of  our  common shares
may fluctuate in response to a number of
factors,  many  of  which  will  be  beyond  our  control.  The
stock market has generally experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance
of companies with no current business operation.  There can be no
assurance that trading prices and price earnings ratios previously experienced
by our common shares will be matched or maintained.  These broad
market and industry factors may adversely affect the market price of our common
shares, regardless of our operating performance.





In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been instituted. Such
litigation, if instituted, could result in substantial costs for us and a
diversion of management's attention and resources.




Indemnification
of Directors, Officers and Others





Our  by-laws  contain  provisions  with  respect  to  the
indemnification of our officers
and  directors  against  all  expenses
(including, without limitation,
attorneys'  fees,  judgments, fines, settlements, and other
amounts actually and reasonably  incurred  in connection
with any proceeding arising by reason of the fact that the person is one of our
officers or directors) incurred by an officer or  director in
defending any such proceeding to the maximum extent permitted by
Nevada  law.





Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of our company under
Nevada law or otherwise, we have been advised the opinion of the Securities and
Exchange Commission is that such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable.




Future
Dilution





Our
corporate documents authorize the issuance of 75,000,000 common shares, each
with a par value of $0.001.  In the event that we are required to
issue any additional  shares  or  enter into
private placements agreements to raise financing through the sale of equity
securities, investors' interests in our Company will be diluted and investors
may suffer dilution in their net book value per share depending on
the  price  at  which  such securities
are sold. If we issue any such Additional shares, such issuances also will cause
a reduction in the proportionate ownership and voting power of all other
shareholders. Further, any such issuance may result in a change in our
control.




Anti-Takeover
Provisions





We  do  not  currently  have  a  shareholder  rights  plan  or
any anti-takeover
provisions  in  our  By-laws.  Without
any anti-takeover provisions, there is no deterrent for a take-over of our
Company, which may result in a change in our management and
directors.


11




Reports
to Security Holders





Under the
securities laws of Nevada, we are not required to deliver an annual report to
our shareholders but we intend to send an annual report to our
shareholders.





ITEM
4.  CONTROLS AND PROCEDURES





Management’s
Report on Disclosure Controls and Procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2009. Based upon that evaluation,
our Directors, Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were not effective due to the
shortage of manpower in our accounting department. As of the date of this
report, the management has continued to work to improve the controls and
procedures to eliminate the above weaknesses. As of the date of this report, the
management cannot guarantee that the above weaknesses have been fully resolved
and that the controls can be regarded as effective as of the date of this
report.





PART
II.





ITEM
1. LEGAL PROCEEDINGS





We know
of no material, active or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceedings or pending litigation. To
the best of our knowledge, there are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholders
are an adverse party or have a material interest adverse to us.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





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


12





ITEM
6.  EXHIBITS FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K





Reports
on Form 8-K





None





EXIBITS
REQUIRED BY ITEM 601 OF REGULATION S-B





Articles
of Incorporation and Corporate Charter of the Registrant* (incorporated by
reference from our Registration Statement on Form 10-SB filed on October 4,
2000)





By-laws
of the Registrant* (incorporated by reference from our Registration Statement on
Form 10-SB filed on October 4, 2000)





Exhibit
31.1 - Section 302 Certification


Exhibit
31.2 - Section 302 Certification


Exhibit
32.1 - Section 906 Certification


Exhibit
32.2 - Section 906 Certification





*
Previously filed as an exhibit to the Company's Form 10-SB filed on October 4,
2000


* CERTAIN
PARTS OF THIS DOCUMENT HAVE NOT BEEN DISCLOSED AND HAVE BEEN FILED SEPARATELY
WITH THE SECRETARY, SECURITIES AND EXCHANGE COMMISSION, AND IS SUBJECT TO A
CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF
1934.





SUBSIDIARIES:





None





SIGNATURES





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





Date:
      May 14, 2010
                    Victoria
      Industries, Inc./s/ Oleg BatratchenkoOleg
      BatratchenkoPresident




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