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 SIX MONTHS ENDED
                                  JUNE 30, 2005

    [ ]     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. Employer
   incorporation or organization)                       Identification Number)


                 551 Fifth Avenue, Suite 601
                     New York, New York                          10017
           (Address of principal executive office)             (Zip Code)


   (Former name or address, if changed since last report)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 973-0063

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by section 13 or 15(d) of the Securities and Exchange Act of 1934
during  the  preceding  12 month (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
    ---        ---

Indicate  the  number  of  shares outstanding of each of the issuer`s classes of
common stock , as of the latest practicable date:
Common Stock, $0.001 par value                       10,965,090
            (Class)                      (Outstanding as of October 7, 2005)


<PAGE>
<TABLE>
<CAPTION>
                                VICTORIA INDUSTRIES, INC.FORM
                                           10-QSB
                                     TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                                         Page
                                                                                       ----
<S>      <C>                                                                           <C>

Item 1.       Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . .

              Consolidated Balance Sheets - June 30, 2005 and December 31, 2004. . . . .

              Consolidated Statements of Operations and Comprehensive Loss -
              or the six months ended June 30, 2005   and 2004 . . . . . . . . . . . . .

              Consolidated Statements of Changes in Stockholder's Equity
              (Capital Deficit) - June 30, 2005 and December 31, 2004. . . . . . . . . .

              Consolidated Statements of Cash Flows -
              for the six months ended June 30, 2005 and 2004. . . . . . . . . . . . . .

              Notes to Unaudited Consolidated Financial Statements . . . . . . . . . . .

Item 2.       Management's Discussion and Analysis of Principal Condition
              and Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 3.       Quantitative and Qualitative Disclosures About Market Risk . . . . . . . .

Item 4.       Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . .

PART II.  OTHER INFORMATION

Item 1.       Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds. . . . . . . .

Item 3.       Defaults upon Senior Securities. . . . . . . . . . . . . . . . . . . . . .

Item 4.       Submission of Matters to a Vote of Security Holders. . . . . . . . . . . .

Item 5.       Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.       Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . .

SIGNATURES
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                    VICTORIA INDUSTRIES, INC.
                                                                                  CONSOLIDATED BALANCE SHEETS
                                                                                    (EXPRESSED IN US DOLLARS)
                                                                                                    UNAUDITED

     --------------------------------------------------------------------------------------------------------

                                                                                  JUNE 30,      DECEMBER 31,
                                                                                    2005           2004
                                                                               --------------  --------------
<S>                                                                            <C>             <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents (Note 5)                                         $      15,055   $      14,752
    Accounts receivable (Note 6)                                                     742,142         120,453
    Related party receivable - current portion (Note 7)                              203,573         134,137
    VAT receivable and other taxes prepaid                                           221,488          54,248
    Inventories (Note 8)                                                             153,855          36,321
    Prepayments and other current assets (Note 9)                                     27,514         226,949
    Deferred tax asset (Note 10)                                                          38               -

                                                                               --------------  --------------
      Total current assets                                                         1,363,665         586,860

Property, plant and equipment, net (Note 11)                                             561             739
Related party receivable (Note 7)                                                    328,894         390,098

                                                                               --------------  --------------
TOTAL ASSETS                                                                   $   1,693,120   $     977,697
                                                                               ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Short term borrowings from related parties (Note 12)                       $      77,925   $      77,925
    Short term bank loans (Note 13)                                                   20,359               -
    Accounts payable (Note 14)                                                       724,619          93,399
    Taxes payable                                                                     16,426             275
    Other current liabilities (Note 15)                                                2,803           2,618
    Deferred tax liability (Note 10)                                                       -          11,195

                                                                               --------------  --------------
      Total current liabilities                                                      842,132         185,412

Commitments and Contingencies (Note 21)


STOCKHOLDERS' EQUITY
    Common stock, $0.001 par value, 10,965,090 shares issued and outstanding          10,965          10,965
    (Note 16)
    Additional paid-in capital                                                     1,788,684       1,749,878
    Accumulated deficit                                                             (948,212)       (980,279)
    Accumulated other comprehensive loss - foreign currency                             (449)         11,721

                                                                               --------------  --------------
Total stockholders' equity                                                           850,988         792,285

                                                                               --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $1,693,120   $     977,697
                                                                               ==============  ==============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                    VICTORIA INDUSTRIES, INC.
                  CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
                              (EXPRESSED IN US DOLLARS, EXCEPT SHARE AMOUNTS)
                                                                    UNAUDITED

     ------------------------------------------------------------------------

                                                    FOR THE PERIODS ENDED
                                                  JUNE 30,        JUNE 30,
                                                    2005            2004
                                               --------------  --------------
<S>                                            <C>             <C>
REVENUES                                       $   1,810,990   $   1,427,906

COST OF SALES                                     (1,426,411)     (1,278,165)
                                               --------------  --------------

                                                     384,579         149,741

OPERATING EXPENSES
Sales, general and administrative (Note 17)         (282,434)       (126,287)
Compensation (Note 18)                               (38,806)        (54,106)
Professional fees (Note 19)                                -         (22,567)
Depreciation and amortization                              -            (324)
                                               --------------  --------------
                                                    (321,240)       (203,284)


OPERATING GAIN (LOSS)                                 63,339         (53,543)

OTHER INCOME (EXPENSE)
Interest income (expense), net                         7,219               -
Other expense, net                                   (30,523)        (11,714)
                                               --------------  --------------

GAIN (LOSS) BEFORE TAX AND MINORITY INTEREST          40,035         (65,257)

FOREIGN INCOME TAX (Note 10)                          (7,968)         (5,096)

MINORITY INTEREST                                          -          13,914
                                               --------------  --------------

NET GAIN (LOSS)                                       32,067         (56,439)
                                               --------------  --------------

Other comprehensive loss
  Foreign currency translation gain (loss)           (12,170)         31,217
                                               --------------  --------------

COMPREHENSIVE LOSS                             $      19,897   $     (25,222)
                                               ==============  ==============

BASIC DILLUTED GAIN (LOSS) PER SHARE           $      (0.003)  $       (0.01)
  From Continuing operations

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        10,965,090      10,965,090
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                                        VICTORIA INDUSTRIES, INC.
                                                      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
                                                                                                                        UNAUDITED
                                                                                  (EXPRESSED IN US DOLLARS, EXCEPT SHARE AMOUNTS)

     ----------------------------------------------------------------------------------------------------------------------------

                                               COMMON STOCK       ADDITIONAL     ACCUMULATED     ACCUMULATED         TOTAL
                                                                   PAID-IN         OTHER          (DEFICIT)       STOCKHOLDERS'
                                                                   CAPITAL     COMPREHENSIVE                         EQUITY
                                             SHARES     AMOUNT                     (LOSS)                      (CAPITAL DEFICIT)
                                           ----------  ---------  -----------  ---------------  -------------  ------------------
<S>                                        <C>         <C>        <C>          <C>              <C>            <C>

DECEMBER 31, 2003                          10,965,090  $  10,965  $ 1,650,022  $      (33,924)  $   (887,958)  $         739,105

Contributed services                                -          -       99,856               -              -              99,856
Comprehensive (loss) for the year                   -          -            -          45,645              -              45,645
Net loss for the year                               -          -            -               -        (92,321)            (92,321)
                                           ----------  ---------  -----------  ---------------  -------------  ------------------

DECEMBER 31, 2004                          10,965,090  $  10,965    1,749,878          11,721       (980,279)            792,285

Contributed services (Note 18)                      -          -       38,806               -              -              38,806
Comprehensive gain (loss) for the period            -          -            -         (12,170)             -             (12,170)
Net loss for the period                             -          -            -               -         32,067              32,067

                                           ----------  ---------  -----------  ---------------  -------------  ------------------
JUNE 30, 2005                              10,965,090  $  10,965  $ 1,788,684  $         (449)  $   (924,212)  $         850,988
                                           ==========  =========  ===========  ===============  =============  ==================

     ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                                                  VICTORIA INDUSTRIES, INC.
                                                                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                  (EXPRESSED IN US DOLLARS)
                                                                                                  UNAUDITED

     ------------------------------------------------------------------------------------------------------
                                                                                  FOR THE PERIODS ENDED
                                                                                 JUNE 30,       JUNE 30,
                                                                                   2005           2004
                                                                               -------------  -------------
<S>                                                                            <C>            <C>
CASH USED IN OPERATING ACTIVITIES:
          Net income (loss) from continuing operations for the period          $     32,067   $    (56,439)
          Adjustments to reconcile net income (loss) from continuing
          operations to net cash in operating activities:
            Minority interest                                                             -        (10,023)
            Contributed services by shareholders                                     38,806         54,106
            Deferred tax expense (gain)                                             (11,233)         2,689
            Loss on disposal of fixed assets                                            178            394
            Depreciation                                                                  -            324

          Changes in current assets and liabilities:
            Net accrued interest income (expense), net                               (7,219)             -
            (Increase) in accounts receivable                                      (621,689)      (246,045)
            (Increase) decrease in prepaid expenses and other current assets         98,390         11,711
            (Increase) in inventories                                              (117,534)       (94,114)
            (Increase) in VAT receivable and other taxes prepaids                   (66,195)       (24,573)
            Increase (decrease) in accounts payable                                 648,093         40,005
            Increase in taxes payable                                                16,151         17,891
            Increase in other accounts payable                                      (17,701)           601
                                                                               -------------  -------------
NET CASH FLOW FROM OPERATING ACTIVITY                                                (7,886)      (303,473)

CASH PROVIDED BY FINANCING ACTIVITIES:
          Proceeds on loans from related parties                                          -         64,904
                                                                               -------------  -------------
NET CASH FLOW FROM FINANCING ACTIVITY                                                     -         64,904

CASH USED IN INVESTING ACTIVITY:
          Short term loans prepaid (given)                                           20,359         29,585
          Promissory notes purchased                                                      -        (28,168)
                                                                               -------------  -------------
NET CASH FLOW FROM INVESTING ACTIVITY                                                20,359          1,417

                                                                               -------------  -------------
Effect of exchange rate changes                                                     (12,170)        31,217
                                                                               -------------  -------------

INCREASE (DECREASE) IN CASH:                                                            303       (205,935)
CASH, AT THE BEGINNING OF THE PERIOD                                                 14,752        333,236

                                                                               -------------  -------------
CASH, AT THE END OF THE PERIOD                                                 $     15,055   $    127,301
                                                                               =============  =============
</TABLE>

(1) Income Tax paid in the amount of $19,201 and $2,407 for the six months ended
June 30, 2005 and 2004, respectively.


<PAGE>
1    NATURE OF BUSINESS

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

     The  current  principal  activities  of  Victoria Industries, Inc. and its'
     subsidiaries  (collectively referred to as the "Group") as of June 30, 2005
     and  December  31,  2004  were  as  follows:

<TABLE>
<CAPTION>
     OPERATING ENTITY              PRINCIPAL ACTIVITY      COUNTRY OF    JUNE 30,   DECEMBER 31,
                                                          INCORPORATION    2005         2004
                                                                                CONTROL %
     -------------------------  ------------------------  -------------  ---------  -------------
<S>                             <C>                       <C>            <C>        <C>
     Victoria Industries, Inc.  Holding company           United States         -              -
                                                          of America

     Victoria Resources, Inc.   Marketing and             United States       100%           100%
                                distribution of forestry  of America
                                products

     Victoria Lumber, LLC       Marketing and             Russian             100%           100%
                                distribution of forestry  Federation
                                products

     Victoria Siberian Wood,    Marketing and             Russian               -              -
     LLC                        distribution of forestry  Federation
                                products

     Coptent Trading            Marketing and             Cyprus              100%           100%
     Limited                    distribution of forestry
                                products
</TABLE>


     The  principal  executive  office of the Group is situated at the following
     address:  551  Fifth  Avenue,  Suite  601,  New  York,  NY  10017, USA. The
     principal  operating  office  of  the  Group  is  located  at the following
     address:  2-B  Vitebskaya  Street,  Suite  1-A, 454080 Chelyabinsk, Russian
     Federation.

     The number of employees of the Group at June 30, 2005 and December 31, 2004
     was  12  and  10,  respectively.

     The  principal  customers of the Group are based in Eastern Siberia and Far
     East  regions  of  Russia, and North provinces of China: Inner Mongolia and
     Heyluntszyan.


     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 Group 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 Group is not able to continue as a
     going  concern,  it would likely be unable to realize the carrying value of
     the  Group's assets reflected in the balances set out in the preparation of
     consolidated financial statements. There is substantial doubt about Group's
     ability  to continue as a going concern as it has just commenced operations
     in  Russia  and  has  incurred  recurring  operating  losses.


<PAGE>
     Management plans to recover its' current losses through extensive marketing
     policy  and  flexible  shipment  terms being offered to its new clients for
     2005.


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).
     Russian  subsidiaries  of  the  Group  maintain their 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  Group's  Russian statutory accounting records, reflect
     adjustments  necessary  for  such  financial  statements to be presented in
     accordance  with  US  GAAP.

     The  accompanying  financial  statements  have been presented in accordance
     with  accounting  principles  generally  accepted  in  the  U.S.  Russian
     subsidiaries  of  the  Group  maintain  their accounting records in Russian
     Rubles  in  accordance with the accounting and reporting regulations of the
     Russian  Federation.  However,  the subsidiaries' financial statements have
     been  converted  to  U.S. GAAP for inclusion in these financial statements.

     USE  OF  ESTIMATES  AND  ASSUMPTIONS  -  The  preparation  of  consolidated
     financial statements in conformity with US GAAP requires management to make
     estimates  and  assumptions  that affect the reported amounts of assets and
     liabilities,  revenues and expenses and the disclosure of contingent assets
     and liabilities. Due to the inherent uncertainty in making those estimates,
     actual results reported in future periods could differ from such estimates.

     FUNCTIONAL AND REPORTING CURRENCY - The functional currency of the Group is
     the  U.S.  dollar.  Certain  subsidiaries  keep their financial records and
     transact  most  of  its  transactions  in  Russian Rubles, their functional
     currencies.  Their  financial  statements  have  been  translated into U.S.
     dollars  using  year 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.

     The  prevailing  exchange rates at June 30, 2005 and December 31, 2004 were
     approximately  1  U.S.  dollar  to  28.67  and  27.7487,  Russian  rubles,
     respectively.  For  the  periods  ended June 30, 2005 and 2004, the average
     exchange  rate  for  1U.S.  dollar  was  28.8,  28.6278,  Russian  rubles,
     respectively.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS  OF CONSOLIDATION - The consolidated financial statements incorporate
     the  financial  statements  of  Victoria  Industries,  Inc.  and  other
     enterprises,  where  the  Group,  directly or indirectly exercises control.
     Control  is  achieved where the Group has the power to govern the financial
     and  operating  policies of an investee enterprise so as to obtain benefits
     from  its  activities.

     Where  necessary,  adjustments  are  made  to  the  financial statements of
     subsidiaries  to  bring  the  accounting policies used into line with those
     used  by  other members of the Group. The interest of minority shareholders
     is stated at the minority's proportion of the carrying values of the assets
     and  liabilities  recognized.


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

     REVENUE  RECOGNITION - For revenue from product sales, the Group 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 years
               Computer 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.

     LEASING  -  There were no assets held under capital leases. Operating lease
     expenses  are  written  of  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 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.
     Provision  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.


<PAGE>
     CONVERTIBLE  NOTES  AND  OTHER DEBT SETTLED WITH GROUP'S COMMON STOCK - The
     Company  accounted  for  convertible  notes and other debt settled with the
     Group's  in  stock  at the amount of the actual debt converted. The Company
     believes  the  additional  issuance  of  a large amount of stock would have
     greatly  effected  the  quoted  market  value of stock because of the small
     amount  of  freely  trading stock compared to the additional issuance, i.e.
     the  best  measure of the actually fair market value of the stock issued is
     the  amount  of  the  debt  converted.

     TRADE  AND OTHER PAYABLES - Liabilities for trade and other amounts payable
     are  stated  at  their  nominal  value.

     VALUE ADDED TAX ON PURCHASES AND SALES - Value added taxes (VAT) related to
     sales  is  payable  to  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 uncollectable
     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  Group 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 Group 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  charged directly to equity, in which case the deferred
     tax  is  also  dealt  with  in  equity.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS - The Group'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 Group 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.

     LOSS  PER  SHARE  -  Loss per share is computed in accordance with SFAS No.
     128,  "Earnings  Per Share". Basic loss per share is calculated by dividing
     the  net  loss  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


<PAGE>
     calculation  as  the  effect would be anti-dilutive. Basic and diluted loss
     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.

     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  Group'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  Group  as  one  reportable  segment.

     NEW ACCOUNTING PRONOUNCEMENTS - In December 2003, FASB issued a revision to
     Interpretation  No.  46,  "Consolidation  of Variable Interest Entities, an
     Interpretation  of ARB No. 51" ("FIN 46R" or the "Interpretation"). FIN 46R
     clarifies  the  application  of  ARB  No.  51,  "Consolidated  Financial
     Statements,"  to certain entities in which equity investors do not have the
     characteristics  of  a  controlling  financial  interest  or  do  not  have
     sufficient  equity at risk for the entity to finance its activities without
     additional  subordinated  financial  support.  FIN  46R  requires  the
     consolidation  of  these  entities,  known  as  variable  interest entities
     ("VIEs"), by the primary beneficiary of the entity. The primary beneficiary
     is the entity, if any, that will absorb a majority of the entity's expected
     losses,  receive  a  majority of the entity's expected residual returns, or
     both.

     Among  other  changes,  the  revisions  of  FIN  46R  (a)  clarified  some
     requirements of the original FIN 46, which had been issued in January 2003,
     (b) eased some implementation problems, and (c) added new scope exceptions.
     FIN  46R  deferred  the  effective  date  of  the Interpretation for public
     companies,  to the end of the first reporting period ending after March 15,
     2004,  except  that  all  public  companies  must  at  a  minimum apply the
     provisions  of  the  Interpretation  to  entities  that  were  previously
     considered  "special-purpose  entities"  under the FASB literature prior to
     the  issuance  of  FIN  46R by the end of the first reporting period ending
     after  December  15,  2003.

     The Group is evaluating whether the adoption of FIN 46 will have a material
     impact on its financial position, cash flows and results of operations. The
     Group  did not enter into any transactions under the scope of FIN 46R after
     February  1,  2003.

     In  December  2003,  the  Securities Exchange Commission (SEC) issued Staff
     Accounting  Bulletin  (SAB)  No.  104, Revenue Recognition. SAB 104 updates
     portions  of  the  interpretive  guidance  included  in  Topic  13  of  the
     codification  of  Staff  Accounting  Bulletins  in  order  to  make  this
     interpretive  guidance consistent with current authoritative accounting and
     auditing  guidance  and SEC rules and regulations. The Group believes it is
     following  the  guidance  of  SAB  104.

4.   FOUNDATION AND DISPOSAL OF SUBSIDIARIES


<PAGE>
     VICTORIA RESOURCES, INC. - 100%

     In September 2003, the Group 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  Group'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.

     VICTORIA SIBERIAN WOOD, LLC - 51%

     In  December  2003 Victoria Resources, Inc., together with the third party,
     Tomlespromivest  LLC,  Russian  production enterprise, contributed $263,117
     and  $252,799,  respectively,  into  the foundation of new entity, Victoria
     Siberian  Wood,  LLC, which represented 51% and 49%, respectively. Victoria
     Siberian  Wood,  LLC, was based in Novosibirsk, West Siberian region of the
     Russian  Federation  and  was  established  for  the  purpose of trading in
     forestry  products  both  in  Russia  and  internationally.

     In  February 2004 the Group and minority shareholder, Tomlesprominvest LLC,
     registered  the  increase  in  Victoria  Sibwood,  LLC  share capital up to
     $1,000,000 with no change in 51%:49% respective ownership structure. In the
     first part of 2004 the Group contributed an additional $247,433 in order to
     comply  with  new  capital  structure.  As  of  June  30, 2004 the minority
     shareholder  did  not  contribute  their  share  of  the additional capital
     increasing  Group's  actual  shareholding  to  67%.

     In  August  2004  the  Group  decided to terminate its interest in Victoria
     Siberian  Wood,  LLC,  due  to  unresolved  disputes  with  the  minority
     shareholder.  As  of  December  31,  2004  the  Group  transferred  its 51%
     shareholding  at  the  amount  of  total  equity  invested  adjusted to the
     valuation  of the Russian Ruble, $551,377, in exchange for an interest free
     long  term  note with the related party OOO TK Promtekhresurs (See Note 7).
     This  transaction  has  been  valued  at  the  discounted  amount of future
     receivable  and  net  affect  on  disposal was reflected as of December 31,
     2004.

     Net  assets  of the Siberian Wood LLC as of June 30, 2004 were comprised as
     follows:

<TABLE>
<CAPTION>
                                               JUNE 30,
                                                 2004
                                              ----------
<S>                                           <C>
     Cash                                     $  36,144
     Accounts receivable                        581,131
     Inventory                                  183,028
     Property, plant and equipment                3,409
     Other accounts receivable                    2,489
     Accounts payable and other liabilities     (23,248)
                                              ----------

     100% of Net Assets                         782,953

     67% of Net Assets                          524,235


<PAGE>
     Less Related party receivable (Note 11)
         At cost                                551,377
         Net of imputed interest at 3.165%      (27,142)
                                              ----------
                                                524,235

                                              ----------
       NET GAIN ON DISPOSAL OF SIBERIAN WOOD          -
                                              ==========
</TABLE>

     The  note  is  receivable  in  8 equal quarterly installments, amounting to
     $68,922  starting  on  September  30,  2005.  The  Company believes the net
     current  amount  as of December 31, 2004 approximated the fair market value
     the  Company  could  have  negotiated  with  a  third  party  based  on  an
     arms-length  transaction.

     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.

     DISCONTINUED OPERATIONS

     The  operations  of  Victorian  Siberian  Wood  have  not  been reported as
     discontinued  operations.  Those  activities were substantially the same as
     the  continuing  business  of  the  Company  and  the company considers the
     disposal  to be a sale of assets in the normal course of business. From the
     perspective  of  the operations of the Company, it is no different than any
     change  in  a  vendor  or  representative.

5.   CASH AND CASH EQUIVALENTS

     Cash  and  cash  equivalents  as  of  June  30,  2005 and December 31, 2004
     consisted  of  the  following:

<TABLE>
<CAPTION>
                             2005     2004

                            -------  -------
<S>                         <C>      <C>
     Cash in banks, in USD  $ 6,371  $10,745
                            -------  -------
     Cash in banks, in RUR    8,684    4,007
                            -------  -------
     TOTAL                  $15,055  $14,752
                            =======  =======
</TABLE>


6.   ACCOUNTS RECEIVABLE

     Accounts  receivable as of June 30, 2005 and December 31, 2004 consisted of
     the  following:

<TABLE>
<CAPTION>
                        2005      2004

                      --------  --------
<S>                   <C>       <C>
     Finrost          $276,858         -
     Exintra           241,601         -
     Yon Chou          208,930  $  9,546
     Lesholding          9,364    22,163
     DOK # 15            4,437     8,188
     Chitalesholding       952         -
     Dekra                   -    58,933
     Levita                  -    14,415
     Baikallesexport         -     5,406
     Arhipelag               -     1,802
                      --------  --------
     TOTAL            $742,142  $120,453
                      ========  ========
</TABLE>


<PAGE>
7.   RELATED PARTY RECEIVABLE

     In August 2004 the Group decided to dispose of its shareholding in Siberian
     Wood  LLC  (See  Note  4).  As  of  December  31,  2004 the Group signed an
     agreement  with  a related party TK Promtekhresurs to transfer its interest
     in  exchange  for  an  interest  free note, $551,377, repayable as follows:

<TABLE>
<CAPTION>
                                       AT COST         AT NET
                                                    PRESENT VALUE
                                                      JUNE 30,
                                                        2005
                                   --------------  --------------
<S>                                <C>             <C>
               September 30, 2005  $       68,922  $       68,387
               December 31, 2005           68,922          67,856
               March 31, 2006              68,922          67,330
                                   --------------  --------------
               CURRENT PORTION            206,766         203,573

               June 30, 2006               68,922          66,807
               September 30, 2005          68,922          66,289
               December 31, 2005           68,922          65,775
               March 31, 2006              68,922          65,264
               June 30, 2006               68,923          64,759
                                   --------------  --------------
               LONG TERM PORTION          344,611         328,894

                                   --------------  --------------
               TOTAL               $      551,377  $      532,467
                                   ==============  ==============
</TABLE>

     The  net  recovered  amount  of  the  investment  has  been  discounted
     approximately at 3%, the estimated cost of capital as of June 30, 2005. The
     net  discounted  amount  of $532,467 is equal to the Company's share in net
     assets of Siberian Wood LLC and approximates the Company's total investment
     in  the  venture.

     The  Company  believes  this  approximation  equals  to  what that could be
     negotiated  with  the  third  party based on arms-length transaction terms.


8.   INVENTORIES

     Inventories  as  of  June  30,  2005 and December 31, 2004 consisted of the
     following:

<TABLE>
<CAPTION>
                                       2005     2004
                                     --------  -------
<S>                                  <C>       <C>
     Hardwood lumber                 $153,855  $36,321
                                     --------  -------
     TOTAL                           $153,855  $36,321
                                     ========  =======
</TABLE>

     As of June 30, 2005 and December 31, 2004 hardwood lumber was valued at the
     lower  of  specific  identification  cost  or  market.


9.   PREPAYMENTS AND OTHER CURRENT ASSETS

     Prepayments  and  other current assets as of June 30, 2005 and December 31,
     2004  consisted  of  the  following:


<PAGE>
<TABLE>
<CAPTION>
                                              2005      2004

                                            --------  --------
<S>                                         <C>       <C>
     Lesholding - lumber prepayment           14,204         -
     Vailieva - lumber prepayment              6,976         -
     Chitalesholding - prepayment              2,744  $126,689
     Exintra - lumber prepayment               1,417    37,977
     Yon Chou - lumber prepayment                  -    48,386
     Deltatransservice - lumber prepayment         -       914
     Other                                     2,173    12,983
                                            --------  --------
     TOTAL                                  $ 27,514  $226,949
                                            ========  ========
</TABLE>


10.  INCOME TAX

     The  Group's  provision  for income tax for the periods ended June 30, 2005
     and  2004  were  as  follows:

<TABLE>
<CAPTION>
                                    2005      2004

                                  ---------  ---------
<S>                               <C>        <C>

     Current tax                  $ 19,201      $2,407
     Deferred tax expense (gain)   (11,233)      2,689
                                  ---------  ---------
     TOTAL INCOME TAX CREDIT      $  7,968   $   5,096
                                  =========  =========
</TABLE>

     Deferred taxes reflect the net tax effects of temporary differences between
     the  carrying  amounts  of  assets  and liabilities for financial reporting
     purposes  and  the  amounts  used  for  tax  purposes.

     The  change  for  the  period  in  the  Group's deferred tax position is as
     follows:

<TABLE>
<CAPTION>
                                                      2005       2004

                                                    ---------  ---------
<S>                                                 <C>        <C>
     Net asset (liability) at the beginning of the  $(11,195)  $  1,298
     period
     Charged to (expense) income for the period       11,157    (12,493)
                                                    ---------  ---------
     NET (LIABILITY) ASSET AT THE END OF THE
     PERIOD                                         $     38   $(11,195)
                                                    =========  =========
</TABLE>

     The  tax  effect  on  the major temporary differences that give rise to the
     deferred  tax assets as at June 30, 2005 and December 31, 2004 is presented
     below:

<TABLE>
<CAPTION>
                                             2005      2004

                                          ---------  ---------
<S>                                       <C>        <C>
     DEFERRED TAX ASSETS
       Deferred expenses written off             38  $  1,552
       Difference in depreciable value of
       property, plant and equipment              -        38
                                          ---------  ---------
     TOTAL                                       33     1,590
     DEFERRED TAX LIABILITIES
       Accounts receivable accruals               -   (12,785)
                                          ---------  ---------
     NET DEFERRED TAX ASSET (LIABILITY)   $      38  $(11,195)
                                          =========  =========
</TABLE>

     The  taxation  charge  for  the  year is different from that which would be
     obtained  by  applying  the federal US statutory income tax rate to the net
     loss before income tax. Below is a reconciliation of theoretical income tax
     at  34%  to  the  actual  expense recorded in the Group's income statement:


<PAGE>
<TABLE>
<CAPTION>
                                       2005       2004

                                     ---------  ---------
<S>                                  <C>        <C>
(Loss) income before income tax and
 minority interest                   $ 40,035   $(65,257)
Theoretical income tax (benefit) at
statutory rate                         13,612    (22,187)
Adjustments due to:
    Non deductible fair value
    compensation adjustment            13,194     18,396
    Other permanent differences       (18,838)     8,887
                                     ---------  ---------
INCOME TAX EXPENSE                   $  7,968   $  5,096
                                     =========  =========
</TABLE>

     At  June  30, 2005 and December 31, 2004 the Group had a net operating loss
     carry  forward  for  purposes  of  US  federal  income tax of approximately
     $41,500 and $50,000. No deferred tax asset has been recorded because of the
     uncertainty  of  realization.  The  carry forwards expire in 2024 and 2023,
     respectively.


11.  PROPERTY, PLANT AND EQUIPMENT

     Property,  plant  and  equipment  as of June 30, 2005 and December 31, 2004
     consisted  of  the  following:

<TABLE>
<CAPTION>
                                2005     2004

                               -------  -------
<S>                            <C>      <C>
     Computer equipment        $1,193   $1,233
     Accumulated Depreciation    (632)    (494)
                               -------  -------
     NET BOOK VALUE            $  561   $  739
                               =======  =======
</TABLE>


12.  SHORT TERM BORROWINGS FROM RELATED PARTIES

     Borrowings  from  related parties as of June 30, 2005 and December 31, 2004
     consisted  of  the  following:

<TABLE>
<CAPTION>
                                              2005     2004

                                             -------  -------
<S>                                          <C>      <C>
     Advances from the current shareholders  $62,925  $62,925
     Former directors                         15,000   15,000
                                             -------  -------
     TOTAL                                   $77,925  $77,925
                                             =======  =======
</TABLE>

     Advances from the shareholders as of June 30, 2005 and December 31, 2004 in
     the  amount of $62,925 represents non interest bearing borrowings repayable
     on  demand to finance administration of the New York office of the Company.

     Borrowings  from  the  former directors outstanding as of June 30, 2005 and
     December  31,  2004 represented the outstanding balance of $15,000 of short
     term  loans  obtained during the year ended December 31, 2002 and repayable
     on  demand.

13.  SHORT TERM BANK LOANS

     Short-term  bank  loans as of June 30, 2005 and December 31, 2004 consisted
     of  the  following:


<PAGE>
<TABLE>
<CAPTION>
                                %, CURRENCY   6/30/2005   12/31/2004

                                ------------  ----------  ----------
<S>                             <C>           <C>         <C>
                                16%, Russian
Sberbank                            Rubles    $   20,359           -

                                              ----------  ----------
TOTAL DATED APR. 22, 2005
DUE OCTOBER 19, 2005                          $   20,359           -
                                              ==========  ==========
</TABLE>

     The  short  term  loan  from  Sberbank  outstanding  as at June 30, 2005 is
     secured  by  the  third parties guarantees. Proceeds of the loans were used
     mainly  for  immediate  working  capital  requirements.

     Interest  expense for the six months ended June 30, 2005 was accrued in the
     amount  of  $1,013  which  represented  the interest rate of 16% per annum.

14.  ACCOUNTS PAYABLE

     Accounts payable as of June 30, 2005 and December 31, 2004 consisted of the
     following:

<TABLE>
<CAPTION>
                                        2005     2004

                                      --------  --------
<S>                                   <C>       <C>

     Techkomservice - lumber payable  $615,778         -
     Exintra - commission payable       54,492  $ 42,693
     BDO - Seidman - consulting fees    13,273    13,273
     Thomas Brown - legal fees           3,600    16,763
     BDO Dunwoody - audit fees               -    15,383
     Other                              37,476     5,287
                                      --------  --------
     TOTAL                            $724,619  $ 93,399
                                      ========  ========
</TABLE>

15.  OTHER CURRENT LIABILITIES

     Other  payables  as of June 30, 2005 and December 31, 2004 consisted of the
     following:

<TABLE>
<CAPTION>
                             2005    2004

                            ------  ------
<S>                         <C>     <C>
     Payroll                $2,412  $1,120
     Payroll related taxes     244     523
     Other                     147     975
                            ------  ------
     TOTAL                  $2,803  $2,618
                            ======  ======
</TABLE>

16.  COMMON STOCK

     At  June 30, 2005 and December 31, 2004 the Company had 10,965,090 ordinary
     shares,  issued  and  fully  paid  with  a  par  value of $0.001 US dollar.

     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 Group entities. These
     profits  differ  from  profits  recorded  under  US  GAAP.

     No  dividends  were declared or paid during the periods ended June 30, 2005
     and  December  31,  2004.


<PAGE>
17.  SALES, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses for the periods ended June 30,
     2005  and  2004  consisted  of  the  following:

<TABLE>
<CAPTION>
                                          2005      2004

                                        --------  --------
<S>                                     <C>       <C>
     Transportation costs               $198,357  $ 55,344
     Customs fees                         40,459       695
     Rent                                 15,093    46,763
     Commission                           13,404         -
     Payroll and payroll related taxes     9,928    21,487
     Bank services                         1,841       313
     Legal and professional services       1,567       348
     Taxes, other than income tax          1,268     1,008
     Travel and promotion                    517         -
     Other                                     -       329
                                        --------  --------
     TOTAL                              $282,434  $126,287
                                        ========  ========
</TABLE>

     Rent  is  payable  for  the  office  space  leased  from related parties in
     Cheliabinsk  and  New York. The rent price is not materially different from
     that which could have been negotiated with third party based on arms length
     terms.


18.  COMPENSATION

     Compensation  expenses  for  the  periods  ended  June  31,  2005  and 2004
     consisted  of  the  following:


<TABLE>
<CAPTION>
                                         2005     2004

                                        --------  -------
<S>                                     <C>      <C>
     Fair value adjustment - executive  $ 38,806  $54,106
     compensation
                                        --------  -------
     TOTAL                              $ 38,806  $54,106
                                        ========  =======
</TABLE>

     Fair value estimation of the Group's executive compensation expense for the
     periods  ended  June 30, 2005 and 2004 was performed based on the available
     market  information  on  the comparable companies and subsequent employment
     agreements.

     Fair value adjustment on the executive compensation represents an excess of
     estimated  fair  value for services contributed over contractual salary and
     has  been  reflected  as  additional  paid  in  capital.

19.  PROFESSIONAL FEES

     Professional fees for the periods ended June 30, 2005 and 2004 consisted of
     the  following:

<TABLE>
<CAPTION>
                                       2005     2004

                                      -------  -------
<S>                                   <C>      <C>
     Filing, other professional fees        -  $22,567
                                      -------  -------
     TOTAL                                  -  $22,567
                                      -------  -------
</TABLE>


<PAGE>
20.  RELATED PARTIES

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

     Transactions  with  related  parties  are  performed  on terms that may not
     necessarily  be  available  to  unrelated  parties.

     For  details  of related party balances outstanding as of June 30, 2005 and
     December  31,  2004  see  Notes  4,  7  and  12.

21.  COMMITMENTS AND CONTINGENCIES

     LEASE  COMMITMENTS  -  The Group's outstanding lease commitments as of June
     30,  2005,  are  presented  as  follows:

<TABLE>
<CAPTION>
                            2005

                           ------
<S>                        <C>
               2005        $3,488
               2006             -
               2007             -
               2008- 2009       -
                           ------
               TOTAL       $3,488
                           ======
</TABLE>

     LITIGATION  -  The  Group has been and continues to be 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 Group.
     Management  believes  that  the resolution of all business matters will not
     have  a  material  impact  on  the  Group's financial position or operating
     results.

     RUSSIAN  FEDERATION  TAX AND REGULATORY ENVIRONMENT - The government of the
     Russian  Federation  continues  to  reform  the  business  and  commercial
     infrastructure  in its transition to a market economy. As a result laws and
     regulations  affecting businesses continue to change rapidly. These changes
     are characterized by poor drafting, different interpretations and arbitrary
     application  by  the authorities. In particular taxes are subject to review
     and investigation by a number of authorities enabled by law to impose fines
     and  penalties. While the Group believes it has provided adequately for all
     tax  liabilities  based  on  its  understanding of the tax legislation, the
     above  facts  may  create  tax  risks  for  the  Group.

22.  RISK MANAGEMENT POLICIES

     Management  of  risk is an essential element of the Group's operations. The
     main  risks  inherent to the Group's operations are those related to credit
     risk  exposures, market movements in foreign exchange rates and in interest
     rates. A description of the Group's risk management policies in relation to
     those  risks  follows.

     CREDIT  RISK  -  The Group 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 Group structures
     the  levels of credit risk it undertakes 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.


<PAGE>
     CURRENCY  RISK  -  Currency risk is defined as the risk that the value of a
     financial  instrument  will  fluctuate  due  to changes in foreign exchange
     rates.

     The  Credit  Committee  sets  limits on the level of exposure by currencies
     (primarily  US  Dollar),  by  entities  and  in  total.

     Sales  in  excess of 20% to any one customer for the periods ended June 30,
     2005  and  2004  were  as  follows:

<TABLE>
<CAPTION>
                          2005        2004

                       ----------  ----------
<S>                    <C>         <C>

     Yon Chou          $1,378,849           -
     Snabresource LLC           -  $  719,412
     FinRost              239,556           -
     Other                192,585     708,494
                       ----------  ----------
     TOTAL             $1,810,990  $1,427,906
                       ==========  ==========
</TABLE>

     Customers  are  Russian  and  Chinese  operating  companies  involved  in
     construction  and  lumber  trading.

     INTEREST  RATE  RISK  - Interest rate risk arises from the possibility that
     changes  in  interest  rates  will  affect  the  value  of  the  financial
     instruments.

     Currently, the Group management approach to the interest risk limitation is
     borrowing  at  fixed  rates.

23.  CONCENTRATION OF BUSINESS RISK

     The Group's business activities are within the Russian Federation. Laws and
     regulations  affecting  businesses  operating in the Russian Federation are
     subject  to rapid changes and the Group's assets and operations could be at
     risk  due  to  negative  changes in the political and business environment.


<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF PRINCIPAL CONDITION AND OPERATIONS

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
----------------------------------------------

RESULTS OF OPERATIONS

Revenues  recognized  for  the  periods ended June 30, 2005 and 2004 amounted to
$1,810,990  and  $1,427,906.  Cost of sales for the respective periods, 2005 and
2004,  consisted  mainly of purchased logs and transportation cost in amounts of
$1,426,411  and  $1,278,165.

The  significant  increase  in  sales for the six months ended June 31, 2005, in
comparison  with  respective period 2004 was mostly due to the increased volumes
of  pine, larch, birch, silver fur and plywood in amounts of 4,323 (2004: 2,570)
cubic  meters; 7,944 (2004: 2,547) cubic meters, 4,082 (2004: none), none (2004:
985)  and  12,809  (2004: 156,868) square meters, respectively, which translated
into  revenues  of  $381,985 (2004: $99,031), $545,804 (2004: $27,818), $808,685
(2004:  $none),  $none  (2004:  $54,803)  and  $74,516  (2004:  $1,246,254),
respectively.

Cost  of  sales  as  of June 30, 2005 (2004) consisted primarily of pine, larch,
birch,  silver  fur  and  plywood purchase costs and transportation amounting to
$281,199  (2004:  $81,802),  $416,922  (2004:  $26,449), $657,590 (2004: $none),
$none (2004: $44,738) and $70,700 (2004: $1,125,176), respectively.

In  order  to  establish  its reputation in the market, the Group had to provide
attractive  credit  terms  to  suppliers  and customers resulting in substantial
account receivable balances as of June 30, 2005 and December 31, 2004 in amounts
of  $742,142  and  $120,453,  respectively.

During  the  periods  ended  June 30, 2005 and 2004, we incurred total operating
expenses  of  $321,240  and  $203,284,  respectively,  consisting  mainly  of
compensation  ($38,806  and $54,106, respectively), professional fees ($none and
$22,567,  respectively)  and  sales,  general  and  administrative  expenses  of
($282,434  and  $126,287,  respectively).

Compensation  expense  for  the periods ended June 30, 2005 and 2004 consists of
$38,806  and  $54,106 of the imputed value of services provided by the Directors
for  which  no  fees  are  due.  These  amounts have been recorded as additional
capital  contributions.

Sales,  general  and administrative expenses for the periods ended June 30, 2005
and  2004  include  primarily,  transportation  costs  of  $198,357 and $55,344,
storage and office rent expense of $15,093 and $46,763, commission for logistics
services  of  $13,404 and $none, payroll and payroll related taxes of $9,928 and
$21,487,  customs  fees  of $40,459 and $695, respectively. Transportation costs
for  the  six  months  ended June 30, 2005 increased substantially in comparison
with  the  respective  period  of  2004  mostly  due  to  the significant export
operations  started  at  the  end  of  2004.

Long  term  assets  of  the Group as of June 30, 2005 and December 31, 2004 were
represented  by  the  long term related party receivable and property, plant and
equipment  in  amounts of $328,894 and $390,098 and $561 and $739, respectively.

In  August 2004 the Group decided to dispose of its 51% shareholding in Siberian
Wood  LLC.  As of December 31, 2004 the Group signed an agreement with a related
party  TK  Promtekhresurs  to  transfer its interest in exchange for an interest
free  note  in  the  principal  amount  of  $551,377,  repayable  in eight equal
installments  starting  from September 30, 2005. The net recovered amount of the
investment  has  been  discounted at 3.165%, the estimated cost of capital as of
March  31,  2004.  The  net  discounted


<PAGE>
amount of $532,467 approximates what that could be negotiated with a third party
based  in  an  arms-length  transaction  terms.

Professional  fees  expenses  for  the  periods  ended  June  30, 2005 and 2004,
consists  of  filing  and  other  professional  fees  of  $none  and  $22,567,
respectively.  Professional fees were required to maintain the Group's status as
a  publicly  traded  company  plus  fees  required  to  set-up  the  current
infrastructure including the New York subsidiary Victoria Resources, Inc, Cyprus
subsidiary  Coptent  Trading,  Ltd  and  Russian  subsidiary  -Victoria  Lumber.

Depreciation  and  amortization  expense for the periods ended June 30, 2005 and
2004  amounted  to  $none  and  $324,  respectively.

Current  liabilities of the Group as of June 30, 2005 and December 31, 2004 were
mainly  consisted  of  account  payable in amount of $724,619 and $93,399, short
term  borrowings  from  related parties of $77,925 and $77,925 and other current
liabilities of $2,803 and $2,618, respectively. Significant increase in accounts
payable  is  due to the extended operations resulted in increased amounts of saw
logs  purchased  and  dispatched  to  customers.

There  were  no long term liabilities as of June 30, 2005 and December 31, 2004.

All  accounts  receivable  as at June 30, 2005 and December 31, 2004 represented
trade  accounts  receivables for the dispatched saw logs. Based on the contracts
terms  with  customers  and on the Group's management estimates no provision for
the  doubtful  debt  is  required,  all  outstanding  amounts  are  recoverable.

The  continuation of the Group is dependent upon achieving a profitable level of
operations,  expanding  the  Group's  business,  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
Group. Capital raised will be used to expand current operations, finance working
capital  and acquire fixed assets. While the Group is expending its best efforts
to  achieve  the  above plans, there is no assurance that any such activity will
generate  funds  that  will  be  available  for  operations. If the Group is not
successful  in  raising financing the Group's expected business expansion may be
slowed  down or may not materialize at all. Additionally, the Group may lose its
current  business,  which  may  lead to significant curtailment or suspension of
operations.

In  December  2003  Victoria  Resources,  Inc.,  together  with the third party,
Tomlespromivest  LLC,  Russian  production  enterprise, contributed $263,117 and
$252,799,  respectively,  into  the  foundation of new entity, Victoria Siberian
Wood,  LLC, which represented 51% and 49%, respectively. Victoria Siberian Wood,
LLC,  was  based  in Novosibirsk, West Siberian region of the Russian Federation
and  was  established  for  the  purpose of trading in forestry products both in
Russia  and  internationally.

In  February  2004  the  Group  and  minority shareholder, Tomlesprominvest LLC,
registered  the increase in Victoria Sibwood, LLC share capital up to $1,000,000
with  no  change in 51%:49% respective ownership structure. In the first part of
2004  the  Group  contributed an additional $247,433 in order to comply with new
capital  structure.  As  of  June  30,  2004  the  minority  shareholder did not
contribute  their  share  of  the  additional  capital increasing Group's actual
shareholding  up  to  67%.

In August 2004 the Group decided to terminate its' interest in Victoria Siberian
Wood,  LLC,  due  to  unresolved  disputes  with the minority shareholder. As of
December  31, 2004 the Group transferred its shareholding at the amount of total
equity  invested  adjusted  to  the valuation of the Russian Ruble, $551,377, in
exchange  for  an  interest  free  long  term note with the related party OOO TK
Promtekhresurs.  This  transaction  has  been valued at the discounted amount of
future


<PAGE>
receivable.  The  related  parties  have  also  pledged  certain  real estate in
Chelyabinsk,  Russia  as  additional  collateral  for  the  note.

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
marketing  and  administration functions for lumber sales on the Chinese market.

CAPITAL EXPENDITURES

As  at  June  30,  2005 and December 31, 2004 the Group did not have significant
fixed  assets  as  in  2005  and  2004  it operated solely as a trader and not a
producer.

At  certain  stage  during  2005  we  may require to add certain fixed assets or
obtain  timberland  leases  to maintain and further grow our business. The fixed
assets  may  be  in  the  form  of  warehouse  space,  manufacturing facilities,
processing  machinery,  logging  machinery,  automotive  vehicles  and tractors,
chainsaws  and  other  equipment  used for logging and lumber processing. We may
also  elect to form new partnerships, invest into and/or acquire other companies
operating  in the same segment. In order to finance future capital expenditures,
we  may need to raise substantial funds. There is no assurance that the required
financing  will be raised. Further, there is no assurance that the Group will be
able  to  continue  successfully  in operating existence if the required capital
expenditures  are  not  made.

COMPETITION

We compete in a highly competitive industry that is open to new entrants without
significant  barriers  to  entry.  We  encounter  competition  in  all  of  our
operations,  including the acquisition of goods from suppliers and sale of these
goods  to  customers. Many of our competitors have financial and other resources
substantially  greater  than  ours.

CASH REQUIREMENTS

The  Group  anticipates  it will require around $2,500,000 to sustain operations
and  develop its subsidiaries over the next twelve months. The Group believes it
will  be  able  to raise these funds through equity and debt financing; however,
there  is  no  guarantee  that  funds  will  be  raised.

LIQUIDITY AND CAPITAL RESOURCES

Since  inception,  the Group has financed its operations from private financing.
The  Group began operations in 2003 and 2004 through its' subsidiary businesses,
Victoria  Siberian  Wood,  Victoria  Lumber  and  Coptent Trading Ltd. The Group
anticipates  cessation  of  continuing  losses in the near future while Victoria
Lumber  establishes  operations  in Russia. As of June 30, 2005 and December 31,
2004  the  Group  had  total current assets of $1,363,665 and $586,860 and total
current  liabilities of $842,132 and $185,412, respectively. As of June 30, 2005
and  December 31, 2004, the Group had cash balances of $15,055 and $14,752 and a
working capital surplus of $521,533 and $401,448 and, respectively.

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


<PAGE>
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.  There  is  substantial  doubt about our
ability  to  continue as a going concern as we are just commencing operations in
Russia  and  have  incurred  recurring  operating  losses  since  our inception.
Accordingly, our independent auditors included an explanatory paragraph in their
report on the December 31, 2004 and 2003 financial statements regarding concerns
about  our  ability  to  continue  as  a going concern. Our financial statements
contain  additional  note  disclosures describing the circumstances that lead to
this  disclosure  by  our  independent  auditors.

CASHFLOW

Cash,  used  in  operating activities for the six months ended June 30, 2005 and
2004  amounted  to  $7,886  and $303,473, respectively. Cash outflow for the six
months  ended  June  30,  2005  and 2004 was primarily caused by the increase in
accounts receivable of $621,689 (2004: $246,045), inventories of $117,534 (2004:
$94,114),  VAT  receivable  of  $66,195 (2004: $24,573) and decrease in accounts
payable of $17,701 (2004: increase of $601), respectively.

Cash  provided  by  financing activity during six months ended June 30, 2004 was
due to proceeds on loans from related parties in the amount of $64,904.

For  the  six  months  ended  June  30, 2004 the Group used $28,168 in investing
activities  to  purchase short-term investments and received $20,359 and $29,585
in  the  form  of  short  term  loans.

INCOME TAXES, NET OPERATING LOSSES AND TAX CREDITS

Currently,  the Group is liable for the Russian income tax at the rate of 24% of
the  pre-tax  earnings  as  defined  by the Russian income tax law. The taxation
system  in Russia is evolving as the central government transforms itself from a
command  to  a  market-oriented economy. Based on current tax law and the United
States-Russia  income  tax  treaty,  the  income  tax  paid  in  Russia  will be
creditable  tax  when determining the Company's US income taxes payable, if any.

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.


<PAGE>
REVENUE RECOGNITION

For  revenue from product sales, the Group 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.


<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Much  of  the information included in this quarterly 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; UNCERTAINLY OF FUTURE RESULTS

The  Group  has  a  limited  operating  history  upon which an evaluation of its
prospects can be made. There can be no assurance that the Group will effectively
execute  its  business  plan  or  manage any growth of the business, or that the
Group'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 Group's products, the level of product and price
competition,  the  Group's  success  in  setting  up  and expanding distribution
channels,  and  whether  the  Group can control costs. Many of these factors are
beyond  the control of the Group. In addition, the Group'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 October 7, 2005 there were approximately
10,965,090  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 Group 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.

POLITICAL RISKS

The market in Russia is monitored by the government, which could impose taxes or
restrictions at any time which would make operations unprofitable and infeasible
and  cause  a  write-off  of capital investment in Russian lumber opportunities.

A  number  of factors, beyond the Group's control and the effect of which cannot
be  accurately  predicted  may  affect  the  marketing  of  the  Group's  lumber
operations.  These  factors  include  political  policy  on  foreign  ownership,
political policy to open the doors to foreign investors, and political policy on
lumber  exports.


<PAGE>
RISKS ASSOCIATED WITH INTERNATIONAL MARKETS

In  2004  the Group started trading to China. However, the future success of the
Group  will  depend  in  part  on its ability to generate sales on international
markets.  There  can be no assurance, however, that the Group will be successful
in  generating  these  sales.  In addition, these will be subject to a number of
risks,  including:  foreign  currency  risk;  the  risks  that agreements may be
difficult  or impossible to enforce and receivables difficult to collect through
a  foreign  country's  legal  system;  foreign customers may have longer payment
cycles; or foreign countries could impose withholding taxes or otherwise tax the
Group's  foreign  income,  impose  tariffs,  embargoes, or exchange controls, or
adopt  other  restrictions  on  foreign  trade. In addition, the laws of certain
countries  do not protect the Company's offerings to the same extent as the laws
of  the United States. The Group has taken steps to mitigate these risks through
joint ventures with domestic Russian companies, but there can be no assurance in
the  adequacy  of  these  protection  measures.

Although  none  of  our  present officers or directors are key to our continuing
operations, we rely upon the continued service and performance of these officers
and  directors, and our future success depends on the retention of these people,
whose knowledge of our business and whose technical expertise would be difficult
to  replace.  At  this  time,  none  of  our  officers or directors are bound by
employment  agreements,  and as a result, any of them could leave with little or
no  prior  notice.

Competition for qualified individuals is likely to be intense, and we may not be
able  to attract, assimilate, or retain additional highly qualified personnel in
the  future.  The  failure  to  attract,  integrate,  motivate  and retain these
employees  could  harm  our  business.

LACK OF DIVERSIFICATION

The  Group  is  currently  exclusively  in  the  business  of  trading in forest
products.  This lack of diversification into a number of areas may subject us to
economic  fluctuations  within  the forest products industry, thereby increasing
the  risks  associated  with  our  operations.


REGULATION

Although  we  will be subject to regulation under the Securities Exchange Act of
1934,  management  believes  that we will not be subject to regulation under the
Investment  Company  Act  of  1940,  insofar  as  we  will not be engaged in the
business  of  investing or trading in securities. In the event that we engage in
business combinations which result in us holding passive investment interests in
a  number  of  entities,  we could be subject to regulation under the Investment
Company  Act  of  1940,  meaning  that  we  would  be required to register as an
investment  company  and could be expected to incur significant registration and
compliance  costs.  We have obtained no formal determination from the Securities
and  Exchange  Commission  as  to the status of our company under the Investment
Company  Act  of 1940 and, consequently, any violation of such act would subject
us  to  material  adverse  consequences.

EXPOSURE TO NATURAL DISASTERS

The  forest products industry is subject to natural events such as forest fires,
adverse  weather  conditions,  insect  infestation,  disease  and  other natural
disasters.  The  occurrence  of  any  of these events could adversely affect our
ability  to  trade  in  forest products which would result in a material adverse
consequence  to  the  Group.


<PAGE>
EXPOSURE TO FOREIGN EXCHANGE RATE FLUCTUATIONS

With the majority of our operations being located in the Russian Federation, the
majority of our expenses were denominated in Russian rubles, while most revenues
in  2004  were denominated in US dollars. We currently do not and do not plan in
the  near  future to engage in hedging our exposure to changing foreign exchange
rates. Any unfavorable changes in the relevant foreign exchange rates may have a
material  effect  on  our  financials  and  performance.

"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.

POSSIBLE VOLATILITY OF SHARE PRICES

Our common shares are currently publicly traded on the Over-the-Counter Bulletin
Board  service  of  the  National  Association  of  Securities Dealers, Inc. 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.


<PAGE>
FUTURE DILUTION

Our statutory 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 to raise financing through
the sale of equity securities, investors' interests in our Group 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 Group, which may result in a change in our
management  and  directors.

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

The  registrant's  Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as  defined in Rules 13a-14 ( c ) of the Securities Exchange Act of 1934) as of
June  30,  2005  have  concluded  that  the registrants' disclosure controls and
procedures  are  adequate  and  effective  to  ensure  that material information
relating  to  the  registrants  and their consolidated subsidiaries is recorded,
processed  ,  summarized  and  reported within the time periods specified by the
SEC'  s  rules and forms, particularly during the period in which this quarterly
report  has  been  prepared.

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.


<PAGE>
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.
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/A Item 4.01: Changes in the Company's Certifying
Accountants  was  filed  on  June  9,  2005.

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

Review Report of Independent Registered Public Accounting Firm - John Braden and
Co.,  P.C.  for  the  six  months  ended  June  30,  2005.

Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004

Consolidated Statements of Changes in Stockholders' Equity (Capital Deficit) for
the  periods  ended  June  30,  2005  and  December  31,  2004

Consolidated  Statements  of  Operations  and Comprehensive Loss for the periods
ended  June  30,  2005  and  2004

Consolidated  Statements  of  Cash Flows for the periods ended June 30, 2005 and
2004

Notes  to the Consolidated Financial Statements for the six month ended June 30,
2005  and  2004  and  the  year  ended  December  31,  2004


<PAGE>
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 - Section 302 Certification
Exhibit 32 - Section 906 Certification


*  Previously  filed  as an exhibit to the Company's Form 10-KSB filed on August
18,  2003

MATERIAL CONTRACTS

The following is a description of contracts that we and/or our subsidiaries have
been  a  party  to  since  January  1,  2004,  and are or may be material to our
business:

2005
     1.   Customer  Agreement  #F-V-05-2005  between  "Victoria Lumber", LLC and
          "FinRost",  LLC,  entered  into  May  2,  2005.
     2.   Commission  Agreement  #  21  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  July  23,  2004.
     3.   Commission  Agreement  #  35  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  October  27,  2004.
     4.   Commission  Agreement  #23  between  "Coptent  Trading",  LTD  and
          "Chtaleskholding",  JSC,  entered  into  August  11,  2004.
     5.   Railroad  Services  Supplier  #25 Agreement between "Coptent Trading",
          LTD  and  "DeltaTransCentr",  LLC,  entered  into  July  27,  2004.
     6.   Customer  Agreement #YCH-04/888 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  July  26,  2004.
     7.   Customer  Agreement #YCH-04/999 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  November  1,  2004.
     8.   Commission  Agreement  #30  between "Victoria Lumber", LLC and Mrs. G.
          Vasilieva,  private  proprietor,  entered  into  July  27,  2004.
     9.   Commission Agreement #32 between "Victoria Lumber", LLC and "Exintra",
          LLC,  entered  into  July  27,  2004.
     10.  Commission  Agreement  #36  between  "Victoria  Lumber",  LLC  and
          "Chitaleskholding",  LLC,  entered  into  August  10,  2004.
     11.  Commission  Agreement  #34  between  "Victoria  Lumber",  LLC  and
          "Baikellesoexport",  CJSC,  entered  into  July  29,  2004.
     12.  Customer  Agreement  #12 between "Victoria Lumber", LLC and "DOK #15",
          LLC,  entered  into  March  30,  2004.
     13.  Customer  Agreement #15/27 between "Victoria Lumber", LLC and "Notex",
          LLC  entered  into  July  30,  2004.
     14.  Customer  Agreement  #10  between  "Victoria  Lumber",  LLC  and
          "Archipelago",  LLC,  entered  into  March  10,  2004.
     15.  Commission  agreement  #43  between  "Victoria  Lumber,  LLC"  and
          "Lesholding",  LLC,  entered  into  September  9,  2004.
     16.  Purchase  agreement #YCH-04/888(33) between "Coptent Trading", LTD and
          "Lesholding",  LLC,  entered  into  September  9,  2004.


<PAGE>
     17.  Purchase  agreement  #24  between  "Victoria  Lumber",  LLC  and
          "Techkomservice",  LLC,  entered  into  June  25,  2004.


2004 -
     18.  Commission  Agreement  #  21  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  July  23,  2004.
     19.  Commission  Agreement  #  35  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  October  27,  2004.
     20.  Commission  Agreement  #23  between  "Coptent  Trading",  LTD  and
          "Chitaleskholding",  JSC,  entered  into  August  11,  2004.
     21.  Railroad  Services  Supplier  #25 Agreement between "Coptent Trading",
          LTD  and  "DeltaTransCentr",  LLC,  entered  into  July  27,  2004.
     22.  Customer  Agreement #YCH-04/888 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  July  26,  2004.
     23.  Customer  Agreement #YCH-04/999 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  November  1,  2004.
     24.  Commission  Agreement  #30  between "Victoria Lumber", LLC and Mrs. G.
          Vasilieva,  private  proprietor,  entered  into  July  27,  2004.
     25.  Commission Agreement #32 between "Victoria Lumber", LLC and "Exintra",
          LLC,  entered  into  July  27,  2004.
     26.  Commission  Agreement  #36  between  "Victoria  Lumber",  LLC  and
          "Chitaleskholding",  LLC,  entered  into  August  10,  2004.
     27.  Commission  Agreement  #34  between  "Victoria  Lumber",  LLC  and
          "Baikellesoexport",  CJSC,  entered  into  July  29,  2004.
     28.  Customer  Agreement  #12 between "Victoria Lumber", LLC and "DOK #15",
          LLC,  entered  into  March  30,  2004.
     29.  Customer  Agreement #15/27 between "Victoria Lumber", LLC and "Notex",
          LLC  entered  into  July  30,  2004.
     30.  Customer  Agreement  #10  between  "Victoria  Lumber",  LLC  and
          "Archipelago",  LLC,  entered  into  March  10,  2004.


*  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:

2005
Victoria Resources, Inc
Victoria Lumber, LLC
Coptent Trading, Ltd


2004:

Victoria Resources Inc.
Victoria Lumber LLC
Victoria Siberian Wood, LLC
Coptent Trading, Ltd


<PAGE>
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: October 7, 2005                    Victoria Industries, Inc.



                                         ---------------------------------
                                         Albert Abdoulline
                                         President