U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


FORM
      10-QSB




**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 nine months ended**


**September
      30, 2007**




**o**
            **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: o




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 o 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. o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).      Yes o 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 December 19,
      2007
      within past 60 days: $152,752.




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of November 13, 2006:




Common Stock;
                10,558,836




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




**VICTORIA
      INDUSTRIES, INC.**




**FORM
      10-QSB**




**TABLE
      OF CONTENTS**




Page**PART
                I. FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements (unaudited)Consolidated
                Balance Sheets – September 30, 2007 and December 31,
                2006
            3Consolidated
                Statements of Operations and Comprehensive Income (Loss) - for the
                three
                and nine months ended September 30, 2007 and 2006
            4Consolidated
                Statements of Changes in Stockholder’s Equity (Capital Deficit) –
                September 30, 2007 and December 31, 2006
            5Consolidated
                Statements of Cash Flows - for the nine months ended September 30,
                2007
                and 2006
            6Notes
                to Unaudited Consolidated Financial Statements
            7Item
                2.
            Management’s
                Discussion and Analysis of Principal Condition and
                Operations
            16Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            19Item
                4.
            Controls
                and Procedures
            21**PART
                II.    OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            22Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            22Item
                3.
            Defaults
                upon Senior Securities
            22Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            22Item
                5.
            Other
                Information
            22Item
                6.
            Exhibits
                and Reports on Form 8-K
            22**SIGNATURES**
            23




2




**VICTORIA
      INDUSTRIES, INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**(Expressed
      in US Dollars)**







**September 30,**
              **2007**
              **(UNAUDITED)**
            
            **December 31,**
              **2006**ASSETSCURRENT
                ASSETSDeferred
                interest expense
            
            $
            -
            
            $
            20,484Total
                current assets
            
            $
            -
            
            $
            20,484Investment
                in Victoria Resources, Inc.
            
            
            -
            
            
            1,071,843**TOTAL
                ASSETS**
            
            **$**
            **-**
            
            **$**
            **1,092,327**LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESShort
                term borrowings from related parties
            
            $
            -
            
            $
            18,450Short
                term loans
            
            
            -
            
            
            335,000Accounts
                payable
            
            
            33,488
            
            
            33,488Other
                current liabilities
            
            
            -
            
            
            57,840Total
                current liabilities
            
            $
            33,488
            
            
            444,778STOCKHOLDERS’
                EQUITYCommon
                stock, $0.001 par value, 10,558,836 and 10,965,090 shares issued and
                outstanding as of September 30, 2007 and December 31, 2006
            
            
            10,559
            
            
            10,965Additional
                paid-in capital
            
            
            1,805,745
            
            
            1,867,367Accumulated
                (deficit )
            
            
            (1,849,792
            )
            
            (1,230,783
            )Accumulated
                other comprehensive (loss) - foreign currencyTotal
                stockholders' equity
            
            
            (33,488
            )
            
            647,549**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **-**
            
            **$**
            **1,092,327**




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


3


**VICTORIA
      INDUSTRIES, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)**


**(Expressed
      in US Dollars, except share amounts)**


**UNAUDITED**





**For the three months ended**
            
            **For the nine months ended****September 30,**
            
            **September 30,**
            
            **September 30,**
            
            **September 30,****2007**
            
            **2006**
            
            **2007**
            
            **2006**OPERATING
                EXPENSESSales,
                general and administrative
            
            $
            (54
            )
            $
            -
            
            $
            (408
            )
            $
            (3,161
            )Compensation
            
            
            
            
            
            (9,634
            )
            
            (19,223
            )
            
            (29,141
            )Professional
                fees
            
            
            (27,080
            )
            
            (24,250
            )
            
            (55,512
            )
            
            (65,217
            )Depreciation
                and amortizationOPERATING
                LOSS
            
            
            (27,134
            )
            
            (33,884
            )
            
            (75,143
            )
            
            (97,519
            )Interest
                expense
            
            
            
            
            
            
            
            
            (20,484
            )
            
            (2,035
            )INCOME
                BEFORE TAX
            
            
            (27,134
            )
            
            (33,884
            )
            
            (95,627
            )
            
            (99,554
            )INCOME
                FROM CONTINUING OPERATIONS
            
            
            (27,134
            )
            
            (33,884
            )
            
            (95,627
            )
            
            (99,554
            )DISCONTINUED
                OPERATIONSIncome
                from operations
            
            
            
            
            
            
            
            
            177,211Loss
                on disposal
            
            
            (523,382
            )
            
            
            
            
            (523,382
            )LOSS
                FROM DISCONTINUED OPERATIONS
            
            
            (523,382
            )
            
            
            
            
            (346,171
            )Net
                income/loss
            
            
            (550,516
            )
            
            (33,884
            )
            
            (441,798
            )
            
            (99,554
            )COMPREHENSIVE
                INCOME (LOSS)
            
            $
            (550,516
            )
            $
            (33,884
            )
            $
            (441,798
            )
            $
            (99,554
            )BASIC
                INCOME PER SHAREFrom
                Continuing operations
            
            $
            (0.05
            )
            $
            (0.00
            )
            $
            (0.04
            )
            $
            (0.01
            )WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING
            
            
            10,965,090
            
            
            10,965,090
            
            
            10,965,090
            
            
            10,965,090


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


4


**VICTORIA
      INDUSTRIES, INC.**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)**


**UNAUDITED**


**(Expressed
      in US Dollars, except share amounts)**





**Accumulated**
            
            **Total****Common stock**
            
            **Additional**
            
            
            
            **Other**
            
            **Stockholders’****Paid-in**
            
            **Accumulated**
            
            **Comprehensive**
            
            **Equity****Shares**
            
            **Amount**
            
            **Capital**
            
            **(Deficit)**
            
            **(Loss)**
            
            **(Capital Deficit)****DECEMBER
                31, 2005**
            
            
            **10,965,090**
            
            **$**
            **10,965**
            
            **$**
            **1,823,629**
            
            **$**
            **(1,222,695**
            **)**
            **$**
            **-**
            
            **$**
            **611,899**Contributed
                services
            
            
            -
            
            
            -
            
            
            43,738
            
            
            -
            
            
            -
            
            
            43,738Other
                comprehensive (loss) for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                income for the year
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,088
            )
            
            -
            
            
            (8,088
            )**DECEMBER
                31, 2006**
            
            
            **10,965,090**
            
            
            **10,965**
            
            
            **1,867,367**
            
            
            **(1,230,783**
            **)**
            
            **-**
            
            
            **647,549**Contributed
                services
            
            
            -
            
            
            -
            
            
            19,223
            
            
            -
            
            
            -
            
            
            19,223Income
                from continuing operations for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (95,627
            )
            
            -
            
            
            (95,627
            )Surrender
                of shares upon sale of Victoria Resources, Inc.
            
            
            (406,254
            )
            
            (406
            )
            
            (80,845
            )
            
            -
            
            
            
            
            
            (81,251
            )Loss
                on disposal of Victoria Resources, Inc.
            
            
            
            
            
            
            
            
            
            
            
            (523,382
            )
            
            
            
            
            (523,382
            )**SEPTEMBER
                30, 2007**
            
            
            **10,558,836**
            
            **$**
            **10,559**
            
            **$**
            **1,805,745**
            
            **$**
            **(1,849,792**
            **)**
            **$**
            **-**
            
            **$**
            **(33,489**
            **)**


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


5


**VICTORIA
      INDUSTRIES, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(Expressed
      in US Dollars)**


**UNAUDITED**





**For the nine months ended****September 30,**
            
            **September 30,****2007**
            
            **2006****CASH
                PROVIDED BY/(USED IN) OPERATING ACTIVITIES:**Net
                loss
            
            $
            (95,627
            )
            $
            (99,554
            )Adjustments
                due to reconcile net income from operations to net cash in operating
                activities:Contributed
                services by shareholders
            
            
            19,223
            
            
            29,141Net
                accrued interest
            
            
            20,484
            
            
            2,035NET
                CASH FLOW FROM OPERATING ACTIVITIES
            
            
            (55,920
            )
            
            (68,378
            )**CASH
                (USED IN) PROVIDED BY FINANCING ACTIVITIES:**Related
                party short term loans received
            
            
            55,920
            
            
            68,378NET
                CASH FLOW FROM FINANCING ACTIVITIES
            
            
            55,920
            
            
            68,378**CASH
                PROVIDED BY INVESTING ACTIVITIES:**Purchase
                of property, plant and equipment
            
            
            -
            
            
            -NET
                CASH FLOW FROM INVESTING ACTIVITIES
            
            
            -
            
            
            -**(DECREASE)
                INCREASE IN CASH:**
            
            $
            -
            
            $
            -**CASH,
                at the beginning of the period**
            
            
            -
            
            
            -**CASH,
                at the end of the period**
            
            $
            -
            
            $
            -





(1)
      Cash
      paid for income tax in the amount of $Nil and $4,725 for the nine months ended
      September 30, 2007 and 2006, respectively.


(2)
      Cash
      paid for interest in the amount of $Nil and $31,286 for the nine months ended
      September 30, 2007 and 2006, respectively.




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 December 31, 2006 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 September 30, 2007 and
      December 31, 2006 amounted to 2 and 9 respectively.




7





**Going
      Concern** - These
      consolidated 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
      to continue as a going concern, the Company requires 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 the Company is not able to continue as a going concern, it would
      likely be unable to realize the carrying value of the Company's assets reflected
      in the balances set out in the preparation of consolidated financial statements.
      The Company's limited revenue history, high concentration of credit risk in
      consequence of its dependence on a single major customer and limited funding
      raise substantial doubt about the Company's ability to continue as a going
      concern.





**2.**
            **PRESENTATION
                OF FINANCIAL STATEMENTS**





**Basis
      of Presentation** – The
      consolidated financial statements have been prepared in accordance with the
      requirements of Statement of Financial Accounting Standards No. 52, “Foreign
      Currency Translation" (SFAS 52). The functional currency of our Cyprus
      subsidiary is U.S. Dollars. The Russian subsidiary of the Company maintains
      its
      accounting records in Russian Rubles in accordance with the accounting and
      reporting regulations of the Russian Federation. Russian statutory accounting
      principles and procedures differ substantially from those generally accepted
      under US GAAP. Accordingly, the consolidated financial statements, which have
      been prepared from the Company's Russian statutory accounting records, reflect
      adjustments necessary for such financial statements to be presented in
      accordance with US GAAP.




The
      accompanying unaudited condensed consolidated 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-QSB. 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. Operating
      results for the nine months period ended September 30, 2007 are not indicative
      of the results that may be expected for the year ending December 31,
      2007.





As
      contemplated by the Securities and Exchange Commission (SEC) under Rules of
      Regulation S-B, the accompanying financial statements and related footnotes
      have
      been condensed and do not contain certain information that will be included
      in
      the Company’s annual financial statements and footnotes thereto. For further
      information, refer to the Company’s audited consolidated financial statements
      and related footnotes thereto included in the Company’s annual report on Form
      10-KSB for the year ended December 31, 2006.





**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.





8





**Functional
      and Reporting Currency** ***–*** The
      functional currency of the Company is the U.S. Dollar. Certain subsidiaries
      kept
      their financial records and transact most of their transactions in Russian
      Rubles, their functional currencies. Their financial statements have been
      translated into U.S. dollars using period end foreign exchange rates for assets
      and liabilities, average foreign exchange rates for income and expenses, and
      rates for common stock issuance that were in effect on the dates of the
      transactions. Translation differences from year to year resulting from varying
      exchange rates are reflected in other comprehensive income. Remeasurement
      differences from settlements of transactions in currencies other than the
      functional currency are reflected in the statement of income.





**3.**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING
                    POLICIES**





**Basis
      of Consolidation** ***–*** Prior
      to
      disposal of Victoria Resources Inc. together with its subsidiaries, the
      consolidated financial statements incorporate the financial statements of
      Victoria Industries, Inc., Victoria Resources and other enterprises, where
      the
      Company, directly or indirectly exercises control. Control is achieved where
      the
      Company has the power to govern the financial and operating policies of an
      invested enterprise so as to obtain benefits from its activities.





Where
      necessary, adjustments are made to the financial statements of subsidiaries
      to
      ensure the accounting policies are consistently applied.





All
      significant intercompany transactions, balances and unrealized gains (losses)
      on
      transactions are eliminated on consolidation.





**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.





**Property,
      Plant and Equipment** -
      Property, plant and equipment is stated at cost.





Depreciation
      is computed under the straight-line method utilizing useful lives of the assets,
      which are:





Office
                Equipment
            4 –
                6 yearsComputer
                Equipment
            3
                years





The
      gain
      or loss arising on the disposal or retirement of an asset is determined as
      the
      difference between the sales proceeds and the carrying amount of the asset
      and
      is recognized in the income statement.




9





**Leasing** – There
      were no assets held under capital leases. Operating lease expenses are written
      off in the profit and loss account in the period in which they are
      incurred.





**Inventories** – Inventories are stated at the lower of cost or net realizable value. Cost
      comprises direct cost of products purchased, customs duties, transportation
      and
      handling costs. Cost is calculated using the specific identification method.
      Net
      realizable value represents the estimated selling price less all estimated
      costs
      to completion and costs to be incurred in marketing, selling and distribution.





**Accounts
      Receivable** ***–*** Accounts
      receivable are stated at their net realizable value after deducting provisions
      for uncollectible amounts. The provision for uncollectable accounts is estimated
      based on credit history of particular customers.





**Cash
      and Cash Equivalents** ***–*** Cash
      include petty cash and cash held on current bank accounts. Cash equivalents
      include short-term investments with a maturity of 3 months or less that are
      readily convertible to known amount of cash and which are subject to
      insignificant risk of changes in value.





**Loans
      and Other Non-Bank Borrowings** – All
      loans and borrowings are initially recorded at the proceeds received, net of
      direct issue costs. After initial recognition all loans and borrowings are
      subsequently measured at amortized cost, which is calculated by taking into
      account any discount or premium on settlement.





**Value
      added tax on purchases and sales** ***–*** ****** Value
      added taxes (VAT) related to sales is payable to the tax authorities upon
      collection of receivables from customers. Input VAT is reclaimable against
      sales
      VAT upon payment for purchases. The tax authorities permit the settlement of
      VAT
      on a net basis. VAT related to sales and purchases which have not been settled
      at the balance sheet date (VAT deferred) is recognized in the balance sheet
      on a
      gross basis and disclosed separately as a current asset and liability. Where
      provision has been made against debtors deemed to be uncollectible bad debt
      expense is recorded for the gross amount of the debtor, including VAT. The
      related VAT deferred liability is maintained until the debtor is settled or
      until the debtor is written off for statutory accounting purposes.





**Income
      Taxes** – Income
      tax has been computed based on the results for the year as adjusted for items
      that are non-assessable or non-tax deductible.





The
      Company has adopted Financial Accounting Standards No. 109 ("SFAS 109"), under
      which the deferred tax is accounted for using the balance sheet liability method
      in respect of temporary differences arising from differences between the
      carrying amount of assets and liabilities in the financial statements and the
      corresponding tax basis used in the computation of taxable profit. Deferred
      tax
      liabilities are generally recognized for all taxable temporary differences
      and
      deferred tax assets are recognized to the extent that it is probable that
      taxable profits will be available against which deductible temporary differences
      can be utilized. Deferred tax assets and liabilities are offset when they relate
      to income taxes levied by the same taxation authority and the Company intends
      to
      settle its tax assets and liabilities on a net basis.





Deferred
      tax is calculated at rates that are expected to apply to the period when the
      asset is realized or the liability is settled. It is charged or credited to
      the
      income statement, except when it relates to items credited or booked directly
      to
      equity, in which case the Deferred tax is also dealt with in
      equity.




10





**Fair
      value of Financial Instruments** ***–*** The
      Company's financial instruments consist of cash, accounts receivable, short
      term
      loans given, accounts payable and accrued liabilities and amounts due to
      directors. Unless otherwise noted, it is management's opinion that the Company
      is not exposed to significant interest, currency or credit risks arising from
      these financial instruments. The fair value of financial instruments approximate
      their carrying values due to the immediate or short term maturity of these
      financial instruments.




**Income
      per Share** ***–*** Income
      per share is 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 income per share are the same
      for the years presented.




**Comprehensive
      Income (Loss)** *–* 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.





**Retirement
      Benefit Costs** – The
      operating entities of the Group situated in the Russian Federation contribute
      to
      the state pension, medical and social insurance and employment funds on behalf
      of all its current employees. Any related expenses are recognized in the income
      statement as incurred. No other retirement plans have been
      established.





**Segment
      Reporting** – The
      Company’s business operations are located in the Russian Federation and relate
      primarily to marketing and distribution of forestry products. Therefore,
      business activities are subject to the same risks and returns and addressed
      in
      the consolidated financial statements of the Company as one reportable
      segment.





**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
      approximately $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.




11




**Coptent
      Trading Ltd – 100%**





In
      April
      2004 the Group’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.




**4.**
            **DEFERRED
                INTEREST EXPENSE**





The
      deferred interest expense as of September 30, 2007 and December 31, 2006 in
      the
      amount of $Nil and $20,484 represented interest withheld from the proceeds
      of
      the $335,000 short term loan received by the Company in 2006. During 9 months
      ended September 30, 2007, the deferred interest expense was fully
      expensed.





**5.**
                **ACCOUNTS
                    PAYABLE**





Accounts
      payable as of September 30, 2007 and December 31, 2006 of $33,488 and $33,488
      represented unpaid legal and other professional expenses incurred prior to
      December 31, 2006. These expenses were not assumed by the purchasers of Victoria
      Resources, Inc. and remained outstanding as of September 30, 2007.





**6.**
                **SHORT
                    TERM****BORROWINGS
                    FROM RELATED
                    PARTIES**





Borrowings
      from related parties as of September 30, 2007 and December 31, 2006 in a total
      amount of $Nil and $18,450 represented non-interest bearing borrowings from
      the
      Company’s shareholders payable on demand, which the Company borrowed in order to
      finance certain administrative expenses relating to the Company’s New York
      office. In accordance with the Share Exchange Agreement dated November 30,
      2007,
      the loans were assumed by the purchasers of Victoria Resources, Inc.





**7.**
            **SHORT
                TERM LOANS**





Short-term
      loans as of September 30, 2007 and December 31, 2006 amounted to $Nil and
      $335,000. The short term loan of $335,000 was assumed by the purchasers of
      Victoria Resources, Inc. in accordance with the Share Exchange Agreement dated
      November 30, 2007.





**8.**
            **OTHER
                CURRENT LIABILITIES**





Other
      accounts payable in the total amounts of $Nil and $57,840 as of September 30,
      2006 and December 31, 2006 were mostly comprised of unpaid professional
      expenses. The above expenses were assumed in full by the purchasers of Victoria
      Resources, Inc. in accordance with the Share Exchange Agreement dated November
      30, 2007.




12




**9.**
                **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 and 10,965,090 ordinary
      shares with a par value of $0.001 US dollar issued and outstanding as of
      September 30, 2007 and December 31, 2006.





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 September 30, 2007
      and
      December 31, 2006.





**10.**
            **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.





For
      details of related party balances outstanding as of September 30, 2007 and
      December 31, 2006 see Notes 6 and 8.





**11.**
            **DISCONTINUED
                OPERATIONS**





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 $523,382 loss on disposal which was computed as
      follows:





Investment
                in Victoria Resources, Inc.
            
            $
            1,071,843Assumption
                of loan
            
            
            (335,000
            )Assumption
                of other liabilities
            
            
            (132,210
            )Purchase
                price
            
            
            (81,251
            )Loss
                on Disposal
            
            $
            523,382




13




The
      balance sheets and statement of operations for the discontinued operations
      appear below:




**VICTORIA
      RESOURCES, INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**(Expressed
      in US Dollars)**





**September 30,**
              **2007**
              **(UNAUDITED)**
            
            **December 31,**
              **2006**ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            
            $
            286,144
            
            $
            138,602Accounts
                receivable
            
            
            4,089,503
            
            
            3,118,137Related
                party receivable – current portion
            
            
            68,924
            
            
            136,245Taxes
                receivable
            
            
            6,889
            
            
            204,336Prepayments
                and other current assets
            
            
            510,982
            
            
            518,623Deferred
                interest expense
            
            
            
            
            
            3,574Deferred
                tax asset
            
            
            128Total
                current assets
            
            
            4,962,569
            
            
            4,119,518Property,
                plant and equipment, net
            
            
            
            
            
            718Related
                party receivable – long term portion
            
            
            408
            
            
            -**TOTAL
                ASSETS**
            
            **$**
            **4,962,977**
            
            **$**
            **4,120,236**LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESShort
                term borrowings from related parties
            
            $
            126,325
            
            $
            126,325Accounts
                payable
            
            
            2,731,489
            
            
            2,022,955Other
                current liabilities
            
            
            1,757
            
            
            132,178Total
                current liabilities
            
            
            2,859,571
            
            
            2,281,457Long-term
                loans from Victoria Industries, Inc.
            
            
            1,071,843
            
            
            1,071,843STOCKHOLDERS’
                EQUITYCommon
                stockAdditional
                paid-in capital
            
            
            335,450
            
            
            259,377Accumulated
                (deficit )
            
            
            696,113
            
            
            507,558Accumulated
                other comprehensive (loss) - foreign currencyTotal
                stockholders' equity
            
            
            1,031,563
            
            
            766,935**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **4,962,977**
            
            **$**
            **4,120,236**


14


**VICTORIA
      RESOURCES, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)**


**(Expressed
      in US Dollars, except share amounts)**


**UNAUDITED**





**For the three months ended**
              
              **For the nine months ended****September 30,**
              
              **September 30,**
              
              **September 30,**
              
              **September 30,****2007**
              
              **2006**
              
              **2007**
              
              **2006**REVENUES
              
              $
              -
              
              $
              1,461,182
              
              $
              4,036,481
              
              $
              6,303,206COST
                  OF SALES
              
              
              -
              
              
              (1,141,704
              )
              
              (3,827,841
              )
              
              (5,265,283
              )GROSS
                  PROFIT
              
              
              -
              
              
              319,477
              
              
              208,640
              
              
              1,037,923OPERATING
                  EXPENSESSales,
                  general and administrative
              
              
              -
              
              
              (193,581
              )
              
              (32,205
              )
              
              (577,046
              )Compensation
              
              
              -
              
              
              (9,634
              )Professional
                  fees
              
              
              -
              
              
              -
              
              
              
              
              
              (2,295
              )Depreciation
                  and amortization
              
              
              -
              
              
              (162
              )
              
              (328
              )
              
              (475
              )OPERATING
                  INCOME
              
              
              -
              
              
              116,100
              
              
              176,107
              
              
              428,966OTHER
                  INCOME (EXPENSE)Interest
                  income
              
              
              -
              
              
              6,702
              
              
              15,957
              
              
              16,450Interest
                  expense
              
              
              -
              
              
              (5,543
              )
              
              
              
              
              (29,251
              )Foreign
                  exchange loss
              
              
              -
              
              
              
              
              
              (2,670
              )
              
              -Other
                  expense, net
              
              
              -
              
              
              (20,387
              )
              
              (6,368
              )
              
              (71,263
              )INCOME
                  BEFORE TAX
              
              
              -
              
              
              96,872
              
              
              183,026
              
              
              344,901FOREIGN
                  INCOME TAX
              
              
              -
              
              
              33,659
              
              
              (5,815
              )
              
              30,080NET
                  INCOME
              
              
              -
              
              
              130,531
              
              
              177,211
              
              
              374,981Foreign
                  currency translation (loss)
              
              
              -
              
              
              (12,681
              )
              
              11,343
              
              
              (90,257
              )COMPREHENSIVE
                  INCOME (LOSS)
              
              $
              -
              
              $
              117,850
              
              $
              188,554
              
              $
              284,724BASIC
                  INCOME PER SHAREFrom
                  Continuing operations
              
              $
              0.00
              
              $
              0.01
              
              $
              0.02
              
              $
              0.03WEIGHTED
                  AVERAGE COMMON SHARES OUTSTANDING
              
              
              10,965,090
              
              
              10,965,090
              
              
              10,965,090
              
              
              10,965,090




15




**12.**
            **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.





**13.**
            **RISK
                MANAGEMENT POLICIES**





The
      main
      risks inherent to the Company’s operations are those related to credit risk
      exposures, market movements in foreign exchange rates and in interest rates.
      A
      description of the Company’s risk management policies in relation to those risks
      are as follows.





**Credit
      risk –** **** The
      Company is exposed to credit risk which is the risk that one party to a
      financial instrument will fail to discharge an obligation and cause the other
      party to incur a financial loss. The
      Company structured the levels of credit risk it undertook by placing limits
      on
      the amount of risk accepted in relation to one customer, or groups of customers.
      Limits on the level of credit risk by customer are approved by the Credit
      Committee. Despite this policy, the disruption of the Company’s lumber trading
      business resulting from a steep hike in the Russian export tariffs and
      strengthening of the Russian Ruble created a situation where the Company’s
      customer failed to settle their obligations to the Company in a timely fashion
      citing the Company’s inability to transact further business.




**Interest
      rate risk** ***–*** Interest
      rate risk arises from the possibility that changes in interest rates will affect
      the value of the financial instruments used by or that otherwise relate to
      the
      Company and its operations.




Currently,
      the Company’s approach to reducing the interest risk is borrowing at fixed
      rates.




**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.





16




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, 2006 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.




17




**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 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.


18


**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 December 19, 2007 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.





19




**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.





20




**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.


21


**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***





A
      current
      report on Form 8K Item 2.01: Acquisition or disposition of assets and Item
      9.01
      Financial statements and Exhibits was filed on December 4, 2007. (Incorporated
      by reference)





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





Consolidated
      Balance Sheets as of September 30 2007 and December 31, 2006





Consolidated
      Statements of Changes in Stockholders' Equity (Capital Deficit) for the periods
      ended September 30, 2007 and December 31, 2006.





Consolidated
      Statements of Operations and Comprehensive Loss for the three and nine months
      ended September 30, 2007 and 2006





Consolidated
      Statements of Cash Flows for the nine months ended September 30, 2007 and
      2006





Notes
      to
      the Consolidated Financial Statements for the nine months ended September 30,
      2007 and the year ended December 31, 2006.





22





**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:**





As
      at
      December 31, 2006:





Victoria
      Resources Inc.


Victoria
      Lumber LLC


Coptent
      Trading Ltd





As
      at
      September 30, 2007, the Company had no subsidiaries.





**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:
                  December 19, 2007
              Victoria
                  Industries, Inc./s/
                  Albert AbdoullineAlbert
                  AbdoullinePresident  23