U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


FORM
      10-QSB/A




**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, 2008**




** ̈**
            **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 2020New
                York, New York
            
            10017(Address
                of principal executive office)
            
            (Zip
                Code)




**Issuer’s
      telephone number: (212) 973-0063**




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
      wether 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  ̈  No x




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 shell company (as defined in Rule
      12b-2 of the Act).      Yes  ̈  No x




Issuer’s
      revenues for its most recent fiscal year: Nil




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such equity, as of May 20, 2008
      within past 60 days: $1,067,435.




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of May 22, 2008:




Common
                Stock; 10,558,836




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







**VICTORIA
      INDUSTRIES, INC.**




**FORM
      10-QSB**




**TABLE
      OF CONTENTS**




**Page****PART
                  I. FINANCIAL INFORMATION**Item
                  1.
              Financial
                  Statements (unaudited)Balance
                  Sheets – March 31, 2008 and December 31, 2007
              3Statements
                  of Operations and Comprehensive Income (Loss) - for the three months
                  ended
                  March 31, 2008 and 2007
              4Statements
                  of Changes in Stockholder’s Equity (Capital Deficit) – March 31, 2008
                  and December 31, 2007
              5Statements
                  of Cash Flows - for the three months ended March 31, 2008 and
                  2007
              6Notes
                  to Unaudited Financial Statements
              7Item
                  2.
              Management’s
                  Discussion and Analysis of Principal Condition and
                  Operations
              10Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              13Item
                  4.
              Controls
                  and Procedures
              15**PART
                  II. OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              16Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              16Item
                  3.
              Defaults
                  upon Senior Securities
              16Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              16Item
                  5.
              Other
                  Information
              16Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              16**SIGNATURES**
              17




2


**VICTORIA
      INDUSTRIES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET**


**(Expressed
      in US Dollars)**








**March 31,**
              **2008**
              **(UNAUDITED)**
            
            **December 31,**
              **2007****TOTAL
                ASSETS**
            
            **$**
            **-**
            
            **$**
            **-**LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            43,488
            
            $
            53,488Short-term
                loans
            
            
            25,000Total
                current liabilities
            
            
            68,488
            
            
            53,488STOCKHOLDERS’
                EQUITYCommon
                stock, $0.001 par value, 10,558,836 shares issued and outstanding
                as of
                March 31, 2008 and December 31, 2007
            
            
            10,559
            
            
            10,559Additional
                paid-in capital
            
            
            1,805,745
            
            
            1,805,745Accumulated
                (deficit )
            
            
            (1,884,792
            )
            
            (1,869,792
            )Accumulated
                other comprehensive (loss) - foreign currencyTotal
                stockholders' equity
            
            
            (68,488
            )
            
            (53,488
            )**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)**





**For the three months ended**
            
            **Since return****March 31,**
            
            **March 31,**
            
            **To development****2008**
            
            **2007 (as restated)**
            
            **Stage**OPERATING
                EXPENSESSales,
                general and administrative
            
            $
            -
            
            $
            (193
            )
            $
            -Professional
                fees
            
            
            (15,000
            )
            
            (15,000
            )
            
            (35,000
            )OPERATING
                LOSS
            
            
            (15,000
            )
            $
            (15,193
            )
            
            (35,000
            )OTHER
                EXPENSEInterest
                expense
            
            
            
            
            
            (12,209
            )
            
            -NET
                LOSS FROM CONTINUING OPERATIONS
            
            
            (15,000
            )
            
            (27,402
            )
            
            (35,000
            )DISCONTINUED
                OPERATIONSGain
                from operations of discontinued segment
            
            
            
            
            
            121,275(Loss)
                on disposal of discontinued operations121,275Net
                Income (Loss)
            
            
            (15,000
            )
            
            93,873
            
            
            (35,000
            )Other
                comprehensive income from discontinued operations
            
            
            
            
            
            5,544COMPREHENSIVE
                INCOME (LOSS)
            
            $
            (15,000
            )
            $
            99,417
            
            $
            (35,000
            )BASIC
                LOSS PER SHARE
            
            $
            (0.00
            )
            $
            0.01
            
            $
            0.00WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING
            
            
            10,558,836
            
            
            10,965,090
            
            
            10,863,527





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)**




**Common stock**
                
                **Additional**
                  **Paid-in**
                
                **Accumulated**
                
                **Accumulated**
                  **Other**
                  **Comprehensive**
                
                **Total**
                  **Stockholders’****Shares**
                
                **Amount**
                
                **Capital**
                
                **(Deficit)**
                
                **Income (Loss)**
                
                **Equity****December 31, 2006**
                
                
                **10,965,090**
                
                
                **10,965**
                
                
                **1,867,367**
                
                
                **(403,902**
                **)**
                
                **6,902**
                
                
                **1,481,332**Contributed
                    services
                
                
                
                
                
                
                
                
                19,223
                
                
                
                
                
                
                
                
                19,223Net
                    loss for the year
                
                
                
                
                
                
                
                
                
                
                
                (1,465,890
                )
                
                
                
                
                (1,465,890
                )Cancellation
                    of shares upon sale of Victoria Resources, Inc.
                
                
                (406,254
                )
                
                (406
                )
                
                (80,845
                )
                
                
                
                
                
                
                
                (81,251
                )Other
                    comprehensive loss1
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,902
                )
                
                (6,902
                )**December
                    31, 2007**
                
                
                **10,558,836**
                
                **$**
                **10,559**
                
                **$**
                **1,805,745**
                
                **$**
                **(1,869,792**
                **)**
                **$**
                **-**
                
                **$**
                **(53,488**
                **)**Net
                    loss for the three months
                
                
                
                
                
                
                
                
                
                
                
                (15,000
                )
                
                
                
                
                (15,000
                )**March
                    31, 2008**
                
                
                **10,558,836**
                
                **$**
                **10,559**
                
                **$**
                **1,805,745**
                
                **$**
                **(1,884,792**
                **)**
                **$**
                **-**
                
                **$**
                **(68,488**
                **)**





(1)
      Removal of previously recorded foreign currency translation adjustments
      associated with the Company’s Russian assets and operations





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 3 months ended****March 31,**
            
            **March 31,****2008**
            
            **2007 (as restated)****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                income (loss)
            
            $
            (15,000
            )
            $
            93,873Adjustments
                to reconcile net income (loss) to net cash in operating activities:
                (Income) Loss from discontinued operations
            
            
            
            
            
            (121,275
            )Contributed
                services by shareholdersNet
                accrued interest
            
            
            
            
            
            12,209Changes
                in current assets and liabilities:Increase
                (decrease) in accounts payable
            
            
            (10,000
            )
            
            (4,807
            )Cash
                used in operating activities of continuing operations
            
            
            (25,000
            )
            
            (20,000
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Short-term
                loans received
            
            
            25,000
            
            
            -Cash
                provided by financing activities of continuing operations
            
            
            25,000
            
            
            -Cash
                provided by financing activities of discontinued
                operations
            
            
            
            
            
            20,000Cash
                provided by financing activities
            
            
            25,000
            
            
            20,000**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 activities of Victoria Industries, Inc. and
      its
      subsidiaries (collectively referred to as the “Company”) as of March 31, 2007
      were as follows:





**Operating Entity**
            
            **Principal Activity**
            
            **Country of**
              **incorporation**
            
            **December 31,**
              **2006**Victoria
                Industries, Inc.
            
            Holding
                company
            
            United
                States of America
            
            -Victoria
                Resources, Inc.
            
            Marketing
                and distribution of forestry products
            
            United
                States of America
            
            100%Victoria
                Lumber, LLC*
            
            Marketing
                and distribution of forestry products
            
            Russian
                Federation
            
            100%Coptent
                Trading Limited *
            
            Marketing
                and distribution of forestry products
            
            Cyprus
            
            100%





*
      Victoria Lumber LLC and Coptent Trading Limited were wholly owned subsidiaries
      of Victoria Resources, Inc.





Effective
      from July 1, 2007 the Russian Federation significantly raised the export tariffs
      for logs and unprocessed lumber that was the main product sold by the Company
      to
      its Chinese customers. Another factor that contributed to the erosion of the
      Company’s competitive position was a sharp strengthening of the Russian Ruble
      against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As
      a
      result, the Company’s business model became unviable and no deliveries took
      place in third quarter of 2007. During third quarter of 2007, the Company made
      multiple attempts to salvage the timber trading business by seeking more
      favorable pricing terms from its suppliers. However, all these attempts have
      proved unsuccessful. As a result of the above events, the Company believed
      that
      its log and unprocessed timber trading business did not have significant value
      and decided to dispose of and abandon the entire investment in Victoria
      Resources, Inc. After the decision was made to dispose of the business, and
      the
      transaction terms were negotiated, the disposed segment has been unable to
      collect its accounts receivable due to the inability of the Company to continue
      transacting its lumber trading business.




On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries Inc. In addition, the purchasers have agreed
      to
      assume the outstanding loans of Victoria Industries, Inc. which had been
      incurred on behalf of the Russian timber trading operations. Upon consummation
      of the transaction, the Company did not have any on-going business operations
      and returned to the development stage.





The
      principal executive office of the Company is situated at the following address:
      551 Fifth Avenue, Suite 2020, New York, NY 10017, USA. The Company’s web site is
      www.victoriaind.com.


The
      number of fulltime employees of the Company as at March 31, 2008 and March
      31,
      2007 amounted to 1 and 9 respectively.





**2.
      PRESENTATION OF FINANCIAL STATEMENTS**





**Basis
      of Presentation**




The
      accompanying financial statements have been prepared in accordance with U.S.
      generally accepted accounting principles (“GAAP”)


7





**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 –*** Earnings
      per share are computed in accordance with SFAS No. 128, "Earnings Per 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*** *-* Statement
      of SFAS 130, “Reporting Comprehensive Income,” establishes standards for
      reporting and displaying of comprehensive income, its components and accumulated
      balances. Comprehensive income is defined to include all changes in equity
      except those resulting from investments by owners and distributions to owners.
      Among other disclosures, SFAS 130 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.





**4.
      FOUNDATION AND DISPOSAL OF SUBSIDIARIES**





***Victoria
      Resources, Inc. – 100%***





In
      September 2003, the Company contributed $1,000 into the establishment of a
      wholly-owned subsidiary, Victoria Resources, Inc. in the State of New York
      for
      the purpose of pursuing opportunities in the lumber resource sector.





***Victoria
      Lumber, LLC*** ***–*** **100%**





In
      December 2003 the Company’s subsidiary, Victoria Resources, Inc., contributed
      $300,000 into the establishment of new 100% owned subsidiary, Victoria Lumber,
      LLC, based in Chelyabinsk, Ural region of the Russian Federation.





Victoria
      Lumber LLC, was established in order to focus on marketing and distribution
      of
      high-value added forestry products.


8


***Coptent
      Trading Ltd – 100%***





In
      April
      2004 the Company’s subsidiary, Victoria Resources Inc contributed $10,095 into
      the establishment of new 100% owned subsidiary, Coptent Trading Ltd., registered
      in Cyprus. The subsidiary was established in order to provide better marketing
      and administration functions of lumber sales on the Chinese market.





***Disposal
      of lumber trading business***





On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. together with subsidiaries to certain stockholders of Victoria
      Industries, Inc. for 406,254 shares of Victoria Industries, Inc. In addition,
      the purchasers have agreed to assume the outstanding loans of Victoria
      Industries, Inc. which had been incurred on behalf of Victoria Resources and
      related to the timber trading business.





**5.
      INTEREST EXPENSE**





The
      interest expense for the periods ended March 31, 2008 and March 31, 2007 in
      the
      amount of $Nil and $12,209 represented interest withheld from the proceeds
      of
      short term loans received by the Company in 2006.





**6.
      ACCOUNTS PAYABLE**





Accounts
      payable as of March 31, 2008 and December 31, 2007 of $43,488 and $53,488
      represented unpaid professional expenses.





**7.
      SHORT TERM LOANS**





Short-term
      loans as of March 31, 2008 and December 31, 2007 in a total amount of $25,000
      and $Nil represented non-interest bearing loans payable on demand, which the
      Company borrowed in order to finance certain administrative expenses relating
      to
      the Company’s New York office.





**8.**  **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, 2008 and
      December 31, 2007.





The
      holders of ordinary shares have voting rights but no guarantee of dividends.
      Distributable profits are determined on the basis of profits reported in
      statutory financial statements of the Company’s entities. These profits differ
      from profits recorded under US GAAP.





No
      dividends were declared or paid during the periods ended March 31, 2008 and
      March 31, 2007.





**9.
      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.


9





**10.
      DISCONTINUED** **OPERATIONS
      (AND RESTATEMENT)**





On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries, Inc. In addition, the purchasers have agreed
      to
      assume the outstanding loans of Victoria Industries, Inc. Upon consummation
      of
      the transaction, the Company did not have any on-going business operations
      and
      returned to the development stage.





The
      Company incurred $1,527,474 loss on disposal which was computed as
      follows:





Initial
                investment in Victoria Resources, Inc.
            
            $
            1,071,843Accumulated
                income of Victoria Resources, Inc,
            
            
            1,004,092Assumption
                of loan
            
            
            (335,000
            )Assumption
                of other liabilities
            
            
            (132,210
            )Purchase
                price
            
            
            (81,251
            )Loss
                on Disposal
            
            $
            1,527,474





The
      financial statements for the period ended March 31, 2007 have been restated
      to
      reclassify discontinued operations.





**11.
      COMMITMENTS AND CONTINGENCIES**





**Lease
      commitments** ***—*** Victoria
      Lumber, LLC, leased office space on a year by year basis and all lease
      commitments were assumed by the purchasers of Victoria Resources,
      Inc.





**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. In accordance with the Share Exchange Agreement,
      the purchasers of Victoria Resources, Inc. agreed to hold the Company harmless
      of any and all claims relating to the Company’s lumber business whether existing
      prior to the disposal or arising afterwards.




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





**Discussion
      and Analysis of Financial Condition**




**Results
      of Operations**





Effective
      from July 1, 2007 the Russian Federation significantly raised the export tariffs
      for logs and unprocessed lumber that was the main product sold by the Company
      to
      its Chinese customers. In addition the Company’s competitive position was
      affected by the sharp strengthening of the Russian Rouble against the US dollar
      by 8.5% in 2006 and 5.2% during 9 months of 2007. As a result, the Company’s
      business model became unviable and no deliveries took place in third quarter
      of
      2007. During third quarter of 2007, the Company made multiple attempts to
      salvage the timber trading business by seeking more favorable pricing terms
      from
      its suppliers. However, all these attempts have proved unsuccessful. As a result
      of the above events, the Company believes that its log and unprocessed timber
      trading business did not have significant value and decided to discontinue
      and
      abandon its entire investment in Victoria Resources, Inc. After the decision
      was
      made to dispose of the business, and the transaction terms were negotiated,
      the
      disposed segment has been unable to collect its accounts receivable due to
      the
      inability of the Company to continue transacting its lumber trading
      business.


10


On
      November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
      Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
      Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254
      shares of Victoria Industries, Inc. In addition, the purchasers have agreed
      to
      assume the outstanding loans of Victoria Industries, Inc. Upon consummation
      of
      the transaction, the Company did not have any on-going business operations
      and
      returned to the development stage.





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, 2007 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.


11


**Revenue
      Recognition**





For
      revenue from product sales, the Company recognizes revenue in accordance with
      SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial
      Statements” ("SAB 104"). SAB 104 requires that four basic criteria 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.





Criterion
      (1) is met as every delivery is covered by a separate contract and the title
      passes to the customer only upon customer's acceptance at point of destination,
      which is in compliance with criterion (2). Determination of criteria (3) and
      (4)
      are based on management's judgments regarding the fixed nature of the selling
      prices of the products delivered and the collectibility of those amounts.
      Provisions for discounts and rebates to customers, and other adjustments are
      provided for in the same period the related sales are recorded. The Company
      defers any revenue for which the product has not been delivered and accepted
      by
      its customers. In accordance with the Company's standard contract terms, once
      delivered and accepted the product cannot be returned and no claims can be
      presented to the Company. The Company recognizes revenue on gross basis.


12


**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 in the forest products
      industry, which is characterized by intense competition, rapid technological
      change, highly litigious competitors and significant regulation.





**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 22, 2008 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 for lumber products 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.


13




**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.


14




**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**





As
      of the
      end of the period covered by this Quarterly Report on form 10-QSB, an evaluation
      was performed under the supervision and with the participation of our
      management, including the Chief Executive Officer and Chief Financial Officer,
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures (as defined in Rules 13a-15(e). Based on that evaluation, our Chief
      Executive Officer and Chief Financial Officer concluded that our disclosure
      controls and procedures are effective to ensure that information we are required
      to disclose in reports that we file or submit under the Securities and Exchange
      Act of 1934 (a) is recorded, processed, summarized and reported within the
      periods specified in Securities and Exchange Commission rules and forms, and
      (b)
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure. Our disclosure controls and procedures are
      designed to provide reasonable assurance that such information is accumulated
      and communicated to our management. Our disclosure controls and procedures
      include components of our internal control over financial reporting.
      Management’s assessment of the effectiveness of our internal control over
      financial reporting is expressed at the level of reasonable assurance that
      the
      financial statements and other information presented herewith are materially
      correct.





The
      registrants' principal executive officers and principal financial officer have
      concluded that there were no significant changes in the registrants' internal
      controls or in other factors that could significantly affect these controls
      as
      of the end of the period covered by this report based on such evaluation, and
      that there was no significant deficiencies or material weaknesses in the
      registrant's internal controls.


15


**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





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





***Reports
      on Form 8-K***





None





The
      following Consolidated Financial Statements pertaining to Victoria Industries
      are filed as part of this quarterly report:





Balance
      Sheets as of March 31, 2008 and December 31, 2007





Statements
      of Changes in Stockholders' Equity (Capital Deficit) for the periods ended
      March
      31, 2008 and December 31, 2007.





Statements
      of Operations and Comprehensive Loss for the three months ended March 31, 2008
      and 2007.





Statements
      of Cash Flows for the three months ended March 31, 2008 and 2007





Notes
      to
      the Financial Statements for the three months ended March 31, 2008 and the
      year
      ended December 31, 2007.


16


**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 22, 2008
            Victoria
                Industries, Inc./s/
                Albert AbdoullineAlbert
                AbdoullinePresident




17