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 QUARTER ENDED
                                 MARCH 31, 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 August 5, 2005)


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


PART I.  FINANCIAL INFORMATION                                                                            Page
                                                                                                          ----
<S>                                                                                                       <C>
Item 1.    Financial Statements (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

           Consolidated Balance Sheets - March 31, 2005 and December 31, 2004 . . . . . . . . . . . . . .

           Consolidated Statements of Operations and Comprehensive Loss - for the three months ended
           March 31, 2005 and 2004. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

           Consolidated Statements of Cash Flows - for the three months ended
           March 31, 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
       ----------------------------------------------------------------------------------------------------------

                                                                                       MARCH 31,    DECEMBER 31,
                                                                                         2005           2004
                                                                                   --------------  --------------
<S>                                                                                <C>             <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents (Note 5)                                               $      45,796   $      14,752
  Accounts receivable (Note 6)                                                           375,338         120,453
  Related party receivable - current portion (Note 7)                                    201,993         134,137
  VAT receivable and other taxes prepaid                                                 114,556          54,248
  Inventories (Note 8)                                                                    85,721          36,321
  Prepayments and other current assets (Note 9)                                          136,207         226,949
  Deferred tax asset (Note 10)                                                                41               -

                                                                                   --------------  --------------
    Total current assets                                                                 959,652         586,860

Property, plant and equipment, net (Note 11)                                                 659             739
Related party receivable (Note 7)                                                        326,341         390,098

                                                                                   --------------  --------------
TOTAL ASSETS                                                                       $   1,286,652   $     977,697
                                                                                   ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short term borrowings from related parties (Note 12)                             $      77,925   $      77,925
  Accounts payable (Note 13)                                                             400,770          93,399
  Taxes payable                                                                            6,261             275
  Deferred tax liability (Note 10)                                                             -          11,195
  Other current liabilities (Note 14)                                                      3,041           2,618

                                                                                   --------------  --------------
    Total current liabilities                                                            487,997         185,412

Commitments and Contingencies (Note 20)


STOCKHOLDERS' EQUITY
  Common stock, $0.001 par value, 10,965,090 shares issued and outstanding
  (Note 15)                                                                               10,965          10,965
  Additional paid-in capital                                                           1,769,267       1,749,878
  Accumulated deficit                                                                   (992,151)       (980,279)
  Accumulated other comprehensive loss - foreign currency                                 10,574          11,721

                                                                                   --------------  --------------
Total stockholders' equity                                                               798,655         792,285

                                                                                   --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $   1,286,652   $     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
                                                       MARCH 31,     MARCH 31,
                                                         2005          2004
                                                     ------------  ------------
<S>                                                  <C>           <C>
REVENUES                                             $   594,204   $   721,186

COST OF SALES                                           (406,546)     (631,188)
                                                     ------------  ------------

                                                         187,658        89,998

OPERATING EXPENSES
Sales, general and administrative (Note 16)             (184,657)      (62,247)
Compensation (Note 17)                                   (19,389)      (27,124)
Professional fees (Note 18)                                    -       (15,000)
Depreciation and amortization                                (77)         (186)
                                                     ------------  ------------
                                                        (204,123)     (104,557)


OPERATING LOSS                                           (16,465)      (14,559)

OTHER INCOME (EXPENSE)
Interest income (expense), net                             3,784             -
Other expense, net                                        (3,811)       (6,307)
                                                     ------------  ------------

LOSS BEFORE TAX AND MINORITY INTEREST                    (16,492)      (20,866)

FOREIGN INCOME TAX (Note 10)                               4,620        (6,527)

MINORITY INTEREST                                              -         5,632
                                                     ------------  ------------

NET LOSS                                                 (11,872)      (21,761)
                                                     ------------  ------------

Other comprehensive loss
Foreign currency translation gain (loss)                  (1,147)       39,397
                                                     ------------  ------------

COMPREHENSIVE LOSS                                   $   (13,019)  $    17,636
                                                     ============  ============

BASIC DILLUTED (LOSS) PER SHARE                      $     0.001   $     0.002
  From Continuing operations
WEIGHTED AVERAGE COMMON SHARES                        10,965,090    10,965,090
OUTSTANDING
</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 17)                      -        -       19,389               -              -              19,389
Comprehensive gain (loss) for the period            -        -            -          (1,147)             -              (1,147)
Net loss for the period                             -        -            -               -        (11,872)            (11,872)

                                           ----------  -------  -----------  ---------------  -------------  ------------------
MARCH 31, 2005                             10,965,090  $10,965  $ 1,769,267  $       10,574   $   (992,151)  $         798,655
                                           ==========  =======  ===========  ===============  =============  ==================
   ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

                                                                            FOR THE PERIODS ENDED
                                                                            MARCH 31,    MARCH 31,
                                                                              2005         2004
                                                                           -----------  -----------
<S>                                                                        <C>          <C>
CASH USED IN OPERATING ACTIVITIES:
      Net loss from continuing operations for the period                   $  (11,872)  $  (21,761)
      Adjustments to reconcile net loss from continuing
      operations to net cash in operating activities:
        Minority interest                                                           -       10,994
        Contributed services by shareholders                                   19,389       27,124
        Deferred tax expense (gain)                                           (11,236)       5,619
        Loss on disposal of fixed assets                                            3           56
        Depreciation                                                               77          186

      Changes in current assets and liabilities:
        Net accrued interest income (expense), net                             (4,099)           -
        (Increase) in accounts receivable                                    (254,885)     (43,008)
        (Increase) decrease in prepaid expenses and other current assets       90,742        6,234
        (Increase) in inventories                                             (49,400)    (240,192)
        (Increase) in VAT receivable and other taxes prepaids                 (60,308)     (55,974)
        Increase (decrease) in accounts payable                               279,175      (21,510)
        Increase in taxes payable                                               5,986          507
        Increase in other accounts payable                                     28,619       18,327
                                                                           -----------  -----------
  NET CASH FLOW FROM OPERATING ACTIVITY                                        32,191     (313,398)

CASH PROVIDED BY FINANCING ACTIVITIES:
      Proceeds on loans from related parties                                        -       32,954
                                                                           -----------  -----------
NET CASH FLOW FROM FINANCING ACTIVITY                                               -       32,954

CASH USED IN INVESTING ACTIVITY:
      Short term loans given                                                        -       (3,283)
      Promissory notes purchased                                                    -      (28,767)
                                                                           -----------  -----------
NET CASH FLOW FROM INVESTING ACTIVITY                                               -      (32,050)

                                                                           -----------  -----------
Effect of exchange rate changes                                                (1,147)      39,397
                                                                           -----------  -----------

INCREASE (DECREASE) IN CASH:                                                   31,044     (273,097)
CASH, AT THE BEGINNING OF THE PERIOD                                           14,752      333,236

                                                                           -----------  -----------
CASH, AT THE END OF THE PERIOD                                             $   45,796   $   60,139
                                                                           ===========  ===========

<FN>
(1) Income Tax paid in the amount of $6,616 and $908 for the three months ended
March 31, 2005 and 2004, respectively.
</TABLE>


<PAGE>
1.   NATURE OF BUSINESS

     Victoria  Industries,  Inc.  was incorporated on January 25, 2000 under the
     laws  of  the State of Nevada. Prior to 2003, Victoria Industries, Inc. was
     regarded as a "development stage enterprise" and was involved in businesses
     unrelated  to  the current operations. All interest in prior businesses has
     been disposed of prior to the periods covered in the consolidated financial
     statements.  As  2003  was  the  first year in which material revenues were
     recognized,  the  management believes that Victoria Industries, Inc. should
     no  longer  be  regarded  as  a  "development  stage  company".

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

<TABLE>
<CAPTION>
        OPERATING ENTITY            PRINCIPAL ACTIVITY       COUNTRY OF      MARCH 31,     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, LLC  Marketing and             Russian                -              -
                                  distribution of forestry  Federation
                                  products

     Coptent Trading Limited      Marketing and             Cyprus               100%           100%
                                  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 March 31, 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


<PAGE>
     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.

     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 March 31, 2005 and December 31, 2004 were
     approximately  1  U.S.  dollar  to  27.83  and  27.7487,  Russian  rubles,
     respectively.  For  the  periods ended March 31, 2005 and 2004, the average
     exchange  rate  for  1U.S.  dollar  was  27.84,  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.


<PAGE>
     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.

     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.


<PAGE>
     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.

     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.


<PAGE>
     STOCK  BASED  COMPENSATION  - The Group applies Accounting Principles Board
     ("APB")  opinion  No.  25,  "Accounting for Stock Issued to Employees", and
     related interpretations in accounting for stock option grants to employees.
     Under  APB 25, compensation cost is recognized for stock options granted to
     employees  at  prices below the market price of the underlying common stock
     on  the  date  of  grant.

     SFAS No. 123, "Accounting for Stock-Based Compensation", requires the Group
     to  provide  pro-forma  information regarding net income as if compensation
     cost  for  the Group's stock options had been determined in accordance with
     the  fair value based method prescribed in SFAS No. 123. The value of stock
     options  granted  to  consultants  is  recognized  in  these  consolidated
     financial statements as compensation expense using the Black-Scholes option
     pricing  model.  Compensation  expense  is  remeasured on a quarterly basis
     until  fully  vested  for  options  not  vested  on  the  grant  date.

     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  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


<PAGE>
     (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

     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 further $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 51%
     shareholding  at  the  amount  of  total  equity  invested  adjusted to the
     valuation  of  the  Russian


<PAGE>
     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.

     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

     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  March  31, 2005 and December 31, 2004
     consisted  of  the  following:

<TABLE>
<CAPTION>
                                       2005     2004

                                      -------  -------
<S>                                   <C>      <C>
     Cash in banks, in USD            $10,745  $10,745
                                      -------  -------
     Cash in banks, in RUR             35,051    4,007
     TOTAL                            $45,796  $14,752
                                      =======  =======
</TABLE>


<PAGE>
6.     ACCOUNTS RECEIVABLE

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

<TABLE>
<CAPTION>
                                            2005      2004

                                          --------  --------
<S>                                       <C>       <C>
     Yon Chou                             $189,492  $  9,546
     Exintra                               110,000         -
     Dekra                                  58,761    58,933
     Lesholding                             10,691    22,163
     DOK # 15                                4,571     8,188
     Chitalesholding                         1,465         -
     Arhipelag                                 358     1,802
     Levita                                      -    14,415
     Baikallesexport                             -     5,406
                                          --------  --------
     TOTAL                                $375,338  $120,453
                                          ========  ========
</TABLE>


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

                                                     MARCH 31,
                                                        2005
                                   --------------  --------------
<S>                                <C>             <C>
          September 30, 2005       $       68,922  $       67,856
          December 31, 2005                68,922          67,330
          March 31, 2006                   68,922          66,807
                                   --------------  --------------
          CURRENT PORTION                 206,766         201,993

          June 30, 2006                    68,922          66,289
          September 30, 2005               68,922          65,774
          December 31, 2005                68,922          65,264
          March 31, 2006                   68,922          64,758
          June 30, 2006                    68,923          64,256
                                   --------------  --------------
          LONG TERM PORTION               344,611         326,341

                                   --------------  --------------
          TOTAL                    $      551,377  $      528,334
                                   ==============  ==============
</TABLE>

     The  net  recovered  amount  of  the  investment  has  been  discounted
     approximately  at  3%,  the estimated cost of capital as of March 31, 2005.
     The  net  discounted  amount of $528,334 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.


<PAGE>
8.     INVENTORIES

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

<TABLE>
<CAPTION>
                                      2005     2004

                                     -------  -------
<S>                                  <C>      <C>
     Hardwood lumber                 $85,721  $36,321
                                     -------  -------
     TOTAL                           $85,721  $36,321
                                     =======  =======
</TABLE>


     As  of  March  31, 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 March 31, 2005 and December 31,
     2004  consisted  of  the  following:
<TABLE>
<CAPTION>
                                                   2005      2004

                                                 --------  --------
<S>                                              <C>       <C>
     Techkomservice - lumber prepayment          $ 61,601         -
     Lesholding - lumber prepayment                41,513         -
     Levita- lumber prepayment                     14,373         -
     Baikallesexport- lumber prepayment             5,390         -
     Chitalesholding - prepayment                   2,827  $126,689
     Yon Chou - lumber prepayment                       -    48,386
     Exintra - lumber prepayment                        -    37,977
     Deltatransservice - lumber prepayment              -       914
     Other                                         10,503    12,983
                                                 --------  --------
     TOTAL                                       $136,207  $226,949
                                                 ========  ========
</TABLE>


10.    INCOME TAX

     The  Group's  provision for income tax for the periods ended March 31, 2005
     and  2004  were  as  follows:

<TABLE>
<CAPTION>
                                         2005       2004

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

     Current tax                       $  6,616   $     908
     Deferred tax expense (gain)        (11,236)      5,619
                                       ---------  ---------
     TOTAL INCOME TAX CREDIT           $ (4,620)  $   6,527
                                       =========  =========
</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 at the beginning of the period        $(11,195)  $  1,298
     Charged to (expense) income for the period        11,236    (12,493)
                                                     ---------  ---------
     NET (LIABILITY) ASSET AT THE END OF THE PERIOD
                                                     $     41   $(11,195)
                                                     =========  =========
</TABLE>


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

<TABLE>
<CAPTION>
                                               2005      2004

                                            ---------  ---------
<S>                                         <C>        <C>
     DEFERRED TAX ASSETS
       Deferred expenses written off        $       3  $  1,552
       Difference in depreciable value of
       property, plant and equipment               38        38
                                            ---------  ---------
     TOTAL                                         41     1,590
     DEFERRED TAX LIABILITIES
       Accounts receivable accruals                 -   (12,785)
                                            ---------  ---------
     NET DEFERRED TAX ASSET (LIABILITY)     $      41  $(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:

<TABLE>
<CAPTION>
                                          2005      2004

                                       ---------  ---------
<S>                                    <C>        <C>
     (Loss) before income tax and)
     minority interest                  $(20,591)  $(20,866
     Theoretical income tax (benefit)
     at statutory rate                   (7,001)    (7,094)
     Adjustments due to:
         Non deductible fair value        6,592      9,222
         compensation adjustment
         Other permanent differences     (4,211)     4,399
                                       ---------  ---------
     INCOME TAX EXPENSE                $ (4,620)  $  6,527
                                       =========  =========
</TABLE>

     At  March 31, 2005 and December 31, 2004 the Group had a net operating loss
     carry  forward  for  purposes  of  US  federal  income tax of approximately
     $48,500 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 March 31, 2005 and December 31, 2004
     consisted  of  the  following:

<TABLE>
<CAPTION>
                                     2005     2004

                                    -------  -------
<S>                                 <C>      <C>
     Computer equipment             $1,230   $1,233
     Accumulated Depreciation         (571)    (494)
                                    -------  -------
     NET BOOK VALUE                 $  659   $  739
                                    =======  =======
</TABLE>

12.    SHORT TERM BORROWINGS FROM RELATED PARTIES

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


<PAGE>
<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 March 31, 2005 and December 31, 2004
     in  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 March 31, 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.    ACCOUNTS PAYABLE

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

<TABLE>
<CAPTION>
                                              2005      2004

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

     Techkomservice - lumber payable        $196,459         -
     Exintra - commission payable             91,175  $ 42,693
     BDO - Seidman - consulting fees          13,273    13,273
     Lesholding- commission payable           24,106         -
     Deltatranscenter - commission payable     9,615         -
     Baikallesoexport - commission payable     6,607         -
     BDO Dunwoody - audit fees                     -    15,383
     Thomas Brown - legal fees                 3,600    16,763
     Other                                    55,935     5,287
                                            --------  --------
     TOTAL                                  $400,770  $ 93,399
                                            ========  ========
</TABLE>


14.    OTHER CURRENT LIABILITIES

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

<TABLE>
<CAPTION>
                                  2005    2004
                                 ------  ------
<S>                              <C>     <C>

     Payroll                      1,675   1,120
     Payroll related taxes          354     523
     Cenex Continental              975     975
     Other                           37       -
                                 ------  ------
     TOTAL                       $3,041  $2,618
                                 ======  ======
</TABLE>

15.    COMMON STOCK

     At March 31, 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.


<PAGE>
No  dividends  were declared or paid during the periods ended March 31, 2005 and
December  31,  2004.


16.    SALES, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling,  general  and  administrative expenses for the periods ended March
     31,  2005  and  2004  consisted  of  the  following:

<TABLE>
<CAPTION>
                                               2005     2004

                                             --------  -------
<S>                                          <C>       <C>
     Transportation costs                    $158,612  $26,520
     Commission                                 7,175       71
     Payroll and payroll related taxes          4,952   10,865
     Rent                                       3,659   23,054
     Customs fees                               3,648      547
     Fines                                        975        -
     Bank services                                679        2
     Taxes, other than income tax                 628      455
     Travel and promotion                         521        -
     Legal and professional services              216        -
     Other                                      3,592      733
                                             --------  -------
     TOTAL                                   $184,657  $62,247
                                             ========  =======
</TABLE>


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

17.    COMPENSATION

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

<TABLE>
<CAPTION>
                                              2005     2004

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

     Fair value adjustment - executive
     compensation                            $19,389  $27,124
                                             -------  -------
     TOTAL                                   $19,389  $27,124
                                             =======  =======
</TABLE>

     Fair value estimation of the Group's executive compensation expense for the
     periods  ended March 31, 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.


<PAGE>
18.    PROFESSIONAL FEES

     Professional  fees  for the periods ended March 31, 2005 and 2004 consisted
     of  the  following:

<TABLE>
<CAPTION>
                                             2005     2004

                                           -------  -------
<S>                                        <C>      <C>
     Filing, other professional fees             -  $15,000
                                           -------  -------
     TOTAL                                       -  $15,000
                                           =======  =======
</TABLE>


19.    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 March 31, 2005 and
     December  31,  2004  see  Notes  4,  7  and  12.


20.    COMMITMENTS AND  ONTINGENCIES

     LEASE  COMMITMENTS  - The Group's outstanding lease commitments as of March
     31,  2005,  are  presented  as  follows:

<TABLE>
<CAPTION>
                                           2004

                                          ------
<S>                                       <C>
               2005                       $5,749
                                          ------
               2006                            -
               2007                            -
               2008- 2009                      -
                                          ------
               TOTAL                      $5,749
                                          ======
</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.

21.    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


<PAGE>
     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.

     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 March 31, 2005 and 2004
     were  as  follows:

<TABLE>
<CAPTION>
                                   2005      2004
                                 --------  --------
<S>                              <C>       <C>
     Yon Chou                    $594,204         -
     Snabresource LLC                   -  $415,182
     Other                              -   306,004
                                 --------  --------
     TOTAL                       $594,204  $721,186
                                 ========  ========
</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.

22.    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 March 31, 2005 and 2004 amounted to
$594,204  and $721,186. Cost of sales for the respective periods, 2005 and 2004,
consisted  mainly  of  purchased  logs  and  transportation  cost  in amounts of
$406,546  and  $631,188.

The  significant increase in sales for the three months ended March 31, 2005, in
comparison  with  respective period 2004 was mostly due to the increased volumes
of  pine,  larch,  birch  and  plywood  in  amounts of 2,951 (2004: 2,570) cubic
meters;  2,946  (2004:  none)  cubic  meters,  994  (2004: none) and none (2004:
113,035) square meters, respectively, which translated into revenues of $219,845
(2004:  $99,495), $195,241 (2004: $none), $179,118 (2004: none) and $none (2004:
$621,691),  respectively.

Cost  of  sales  as of March 31, 2005 (2004) consisted primarily of pine, larch,
birch and plywood purchase costs and transportation amounting to $154,294 (2004:
$82,185),  $122,280  (2004:  $none),  $129,972  (2004:  none)  and  $none (2004:
$549,003),  respectively.

The  relatively  low  gross  margin  has  been  caused  by, on average, a 10-15%
discount  to the prevailing market price that we provided to our customers in an
effort to aggressively enter the marketplace. We expect to gradually reduce this
discount as we establish our reputation on the market. No assurance can be given
as  to  when  and  if we become an established supplier and as to whether or not
this  would  allow  us  to  sell  at prevailing market prices. We also expect to
secure  better  terms  from  our  suppliers, which may further improve our gross
margin  in  the  future.  There  is no assurance as to when and if these will be
achieved.

In  order  to  establish  its reputation in the market, the Group had to provide
attractive  credit  terms  to  suppliers  and customers resulting in substantial
prepayment and account receivable balances as of March 31, 2005 and December 31,
2004  in  amounts  of  $136,207  and  $226,949,  respectively.

During  the  periods  ended March 31, 2005 and 2004, we incurred total operating
expenses  of  $204,438  and  $104,557,  respectively,  consisting  mainly  of
compensation  ($19,389  and $27,124, respectively), professional fees ($none and
$15,000,  respectively)  and  sales,  general  and  administrative  expenses  of
($185,049  and  $62,247,  respectively).

Compensation  expense  for the periods ended March 31, 2005 and 2004 consists of
$19,389  and  $27,124 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 March 31, 2005
and  2004  include  primarily,  transportation  costs  of  $158,612 and $26,520,
storage  and  office  rent  expense of $3,659, $23,054, commission for logistics
services  of  $7,175  and  $71,  payroll and payroll related taxes of $4,952 and
$10,865, customs fees of $3,648 and $547, respectively. Transportation costs for
the three months ended March 31, 2005 increased substantially in comparison with
the respective period of 2004 mostly due to the export operations started at the
end  of  2004.

Long  term  assets  of the Group as of March 31, 2005 and December 31, 2004 were
represented  by  the  long term related party receivable and property, plant and
equipment  in  amounts of $323,809 and $390,098 and $659 and $739, respectively.


<PAGE>
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 amount of $528,334 approximates what that
could  be  negotiated  with  a  third  party based in an arms-length transaction
terms.

Professional fees expenses for the periods ended March 31, 2005 and December 31,
2004,  consists  of  filing  and  other  professional fees of $none and $15,000,
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 two Russian subsidiaries - Victoria Siberian
Wood  and  Victoria  Lumber.

Depreciation  and  amortization expense for the periods ended March 31, 2005 and
2004  amounted  to  $77  and  $186,  respectively.

Current liabilities of the Group as of March 31, 2005 and December 31, 2004 were
mainly  consisted  of  account  payable in amount of $400,770 and $93,399, short
term  borrowings  from  related parties of $77,925 and $77,925 and other current
liabilities  of  $3,041  and  $2,618,  respectively.

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

All  accounts  receivable as at March 31, 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


<PAGE>
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 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  March  31, 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  continuing  losses  in  the  near  future  while  Victoria  Lumber
establishes operations in Russia. As of March 31, 2005 and December 31, 2004 the
Group  had  total  current  assets  of  $959,652  and $586,860 and total current
liabilities  of  $487,997  and  $185,412, respectively. As of March 31, 2005 and
December  31,  2004,  the  Group  had cash balances of $45,796 and $14,752 and a
working  capital  surplus  of  $471,655  and  $401,448  and,  respectively.


<PAGE>
GOING CONCERN

These  financial  statements  have  been prepared on a going concern basis which
assumes that adequate sources of financing will be obtained as required and that
our  assets  will  be realized and liabilities settled in the ordinary course of
business.  Accordingly,  these  consolidated financial statements do not include
any  adjustments  related  to the recoverability of assets and classification of
assets  and  liabilities that might be necessary should we be unable to continue
as  a  going concern. In order for us to continue as a going concern, we require
additional  financing.  There can be no assurance that additional financing will
be  available  to  us  when  needed or, if available, that it can be obtained on
commercially  reasonable  terms.  If  we  are  not  able  to continue as a going
concern,  we  would likely be unable to realize the carrying value of our assets
reflected  in  the  balances set out in the preparation of financial statements.
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,  provided  by  (used  in)  operating activities for the three months ended
March  31,  2005 and 2004 amounted to $32,191 and $(313,398), respectively. Cash
inflow  for  the  three  months ended March 31, 2005 was primarily caused by the
decrease in prepaid expenses and other current assets of $90,742 and increase in
accounts  payable of $279,175. Cash outflow for the 3 month ended March 31, 2004
was  primarily  caused  by  the  increase  in  inventories of $240,192, accounts
receivable  of  $43,008  and  VAT  receivable,  other taxes prepaids of $55,974.

Factors  contributing  into  the increase of cash provided by financing activity
during three months ended March 31, 2004 were increase in proceeds on loans from
related  parties  in  the  amount  of  $32,954.

For  the  three  month ended March 31, 2004 the Group used $28,767 and $3,283 in
investing  activities  to  purchase  short-term  investments and give short term
loans,  respectively.

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


<PAGE>
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual results could materially differ from these estimates.

REVENUE  RECOGNITION

For  revenue from product sales, the 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  July 8, 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
March  31,  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  Item 4.01: Changes in the Company's Certifying
Accountants  was  filed  on  April  26,  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  three  months  ended  March  31,  2005.

Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

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

Consolidated  Statements  of  Operations  and Comprehensive Loss for the periods
ended  March  31,  2005  and  2004

Consolidated  Statements  of Cash Flows for the periods ended March 31, 2005 and
2004

Notes  to  the Consolidated Financial Statements for the three month ended March
31,  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
15,  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.   Commission  Agreement  #  21  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  July  23,  2004.
     2.   Commission  Agreement  #  35  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  October  27,  2004.
     3.   Commission  Agreement  #23  between  "Coptent  Trading",  LTD  and
          "Chtaleskholding",  JSC,  entered  into  August  11,  2004.
     4.   Railroad  Services  Supplier  #25 Agreement between "Coptent Trading",
          LTD  and  "DeltaTransCentr",  LLC,  entered  into  July  27,  2004.
     5.   Customer  Agreement #YCH-04/888 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  July  26,  2004.
     6.   Customer  Agreement #YCH-04/999 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  November  1,  2004.
     7.   Commission  Agreement  #30  between "Victoria Lumber", LLC and Mrs. G.
          Vasilieva,  private  proprietor,  entered  into  July  27,  2004.
     8.   Commission Agreement #32 between "Victoria Lumber", LLC and "Exintra",
          LLC,  entered  into  July  27,  2004.
     9.   Commission  Agreement  #36  between  "Victoria  Lumber",  LLC  and
          "Chitaleskholding",  LLC,  entered  into  August  10,  2004.
     10.  Commission  Agreement  #34  between  "Victoria  Lumber",  LLC  and
          "Baikellesoexport",  CJSC,  entered  into  July  29,  2004.
     11.  Customer  Agreement  #12 between "Victoria Lumber", LLC and "DOK #15",
          LLC,  entered  into  March  30,  2004.
     12.  Customer  Agreement #15/27 between "Victoria Lumber", LLC and "Notex",
          LLC  entered  into  July  30,  2004.
     13.  Customer  Agreement  #10  between  "Victoria  Lumber",  LLC  and
          "Archipelago",  LLC,  entered  into  March  10,  2004.
     14.  Commission  agreement  #43  between  "Victoria  Lumber,  LLC"  and
          "Lesholding",  LLC,  entered  into  September  9,  2004.
     15.  Purchase  agreement #YCH-04/888(33) between "Coptent Trading", LTD and
          "Lesholding",  LLC,  entered  into  September  9,  2004.


<PAGE>
2004 -
     16.  Commission  Agreement  #  21  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  July  23,  2004.
     17.  Commission  Agreement  #  35  between  "Coptent  Trading",  LTD  and
          "Exintra",  LLC,  entered  into  October  27,  2004.
     18.  Commission  Agreement  #23  between  "Coptent  Trading",  LTD  and
          "Chtaleskholding",  JSC,  entered  into  August  11,  2004.
     19.  Railroad  Services  Supplier  #25 Agreement between "Coptent Trading",
          LTD  and  "DeltaTransCentr",  LLC,  entered  into  July  27,  2004.
     20.  Customer  Agreement #YCH-04/888 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  July  26,  2004.
     21.  Customer  Agreement #YCH-04/999 between "Coptent Trading", LTD and Yon
          Chou,  entered  into  November  1,  2004.
     22.  Commission  Agreement  #30  between "Victoria Lumber", LLC and Mrs. G.
          Vasilieva,  private  proprietor,  entered  into  July  27,  2004.
     23.  Commission Agreement #32 between "Victoria Lumber", LLC and "Exintra",
          LLC,  entered  into  July  27,  2004.
     24.  Commission  Agreement  #36  between  "Victoria  Lumber",  LLC  and
          "Chitaleskholding",  LLC,  entered  into  August  10,  2004.
     25.  Commission  Agreement  #34  between  "Victoria  Lumber",  LLC  and
          "Baikellesoexport",  CJSC,  entered  into  July  29,  2004.
     26.  Customer  Agreement  #12 between "Victoria Lumber", LLC and "DOK #15",
          LLC,  entered  into  March  30,  2004.
     27.  Customer  Agreement #15/27 between "Victoria Lumber", LLC and "Notex",
          LLC  entered  into  July  30,  2004.
     28.  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:  August  5,  2005                    Victoria Industries, Inc.


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