U.S.
        SECURITIES AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 FORM
        10-Q
  **For
        Annual and Transition Reports pursuant to Section 13 or 15(d) of
        the**
  **Securities
        Exchange Act of 1934 (Mark One)**
  **x**
              **Quarterly
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934**
  **For
        the six months ended**
 **June
        30, 2008**
  ** ̈**
              **Transition
                  Report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934**
 
 Commission
        File Number 000-27189
  **VICTORIA
        INDUSTRIES, INC.**
 (Name
        of
        Registrant as specified in its charter)
  **Nevada**
              **98-0230423**(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  Number)551
                  Fifth Avenue, Suite 2020New
                  York, New York
              10017(Address
                  of principal executive office)
              (Zip
                  Code)
  **Issuer’s
        telephone number: (212) 973-0063**
  Securities
        registered under Section 12(b) of the Exchange Act :
  Title
                  of each class
              
              Name
                  of each exchange on which registeredCommon
                  shares
              
              OTC
                  Bulleting Board
  Securities
        registered under Section 12(g) of the Exchange Act : Common
        Stock
  Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act:  ̈
  Note
        -
        Checking the box above will not relieve any registrant required to file reports
        pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
        under
        those Sections.
 
 SEC
                  2337 (12-05)
              PERSONS
                  WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
                  THIS FORM
                  ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
                  VALID OMB
                  CONTROL NUMBER.
  Check
        whether the issuer (I) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes  ̈ No x
  Check
        if
        there is a disclosure of delinquent filers in response to Item 405 of Regulation
        S-B contained in this form, and no disclosure will be contained, to the best
        of
        registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part II of this Form 10-QSB or any amendment
        to
        this Form 10-QSB.  ̈
  Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, a non-accelerated filer, or a smaller reporting company.
        See
        the definitions of “large accelerated filer,” “accelerated filer” and “smaller
        reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
                  accelerated filer
               ̈
              Accelerated
                  filer
               ̈Non-accelerated
                  filer
               ̈
              Smaller
                  reporting company
              x
 (Do
        not
        check if a smaller reporting company)
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Act).      Yes  ̈ No x
  State
        the
        number of shares outstanding of each of the issuer’s classes of common equity,
        as of August 13, 2008:
  Common
          Stock; 10,558,836
  Transitional
        Small Business Disclosure Format (Check one): Yes  ̈ ;
        No x
  
  **VICTORIA
        INDUSTRIES, INC.**
  **FORM
        10-QSB**
  **TABLE
        OF CONTENTS**
  Page**PART
                  I.**
              **FINANCIAL
                  INFORMATION**Item
                  1.
              Financial
                  Statements (unaudited)
              
              3Balance
                  Sheets – June 30, 2008 and December 31, 2007
              
              3Statements
                  of Operations and Comprehensive Income (Loss) - for the six months
                  ended
                  June 30, 2008 and 2007
              
              4Statements
                  of Changes in Stockholder’s Equity (Capital Deficit) – June 30, 2008 and
                  December 31, 2007
              
              5Statements
                  of Cash Flows - for the six months ended June 30, 2008 and
                  2007
              
              6Notes
                  to Unaudited Financial Statements
              
              7Item
                  2.
              Management’s
                  Discussion and Analysis of Principal Condition and
                  Operations
              
              10Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              13Item
                  4.
              Controls
                  and Procedures
              
              15**PART
                  II.**
              **OTHER
                  INFORMATION**Item
                  1.
              Legal
                  Proceedings
              
              16Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              16Item
                  3.
              Defaults
                  upon Senior Securities
              
              16Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              16Item
                  5.
              Other
                  Information
              
              16Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              
              16**SIGNATURES**
              
              
              17
  2
 
 **VICTORIA
        INDUSTRIES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEET**
 **(Expressed
        in US Dollars)**
  
 **June 30, 2008**
                **(UNAUDITED)**
              
              **December 31,**
                **2007****TOTAL
                  ASSETS**
              
              **$**
              **-**
              
              **$**
              **-**LIABILITIES
                  AND STOCKHOLDERS' EQUITYCURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              1,488
              
              $
              53,488Short-term
                  loans
              
              
              72,000Total
                  current liabilities
              
              
              73,488
              
              
              53,488STOCKHOLDERS’
                  EQUITYCommon
                  stock, $0.001 par value, 10,558,836 shares issued and outstanding
                  as of
                  June 30, 2008 and December 31, 2007
              
              
              10,559
              
              
              10,559Additional
                  paid-in capital
              
              
              1,805,745
              
              
              1,805,745Accumulated
                  (deficit )
              
              
              (1,889,792
              )
              
              (1,869,792
              )Accumulated
                  other comprehensive (loss) - foreign currencyTotal
                  stockholders' equity
              
              
              (73,488
              )
              
              (53,488
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              **$**
              **-**
              
              **$**
              **-**
  The
        accompanying notes are an integral part of the consolidated financial
        statements
 3
  **VICTORIA
        INDUSTRIES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS AND COMPREHENSIVE LOSS**
 **(Expressed
        in US Dollars, except share amounts)**
  
 **For the three months**
                
                **For the six months****Ended**
                
                **Ended**
                
                **Since return****June 30,**
                  **2008**
                
                **June 30,**
                  **2007**
                  **(as restated)**
                
                **June 30,**
                  **2008**
                
                **June 30,**
                  **2007**
                  **(as restated)**
                
                **To**
                  **development**
                  **Stage**OPERATING
                    EXPENSESSales,
                    general and administrative
                
                $
                -
                
                $
                (161
                )
                $
                -
                
                $
                (354
                )
                $
                -Professional
                    fees
                
                
                (5,000
                )
                
                (13,432
                )
                
                (20,000
                )
                
                (28,432
                )
                
                (40,000
                )OPERATING
                    LOSS
                
                
                (5,000
                )
                
                (13,593
                )
                
                (20,000
                )
                
                (28,786
                )
                
                (40,000
                )OTHER
                    EXPENSEInterest
                    expense
                
                
                
                
                
                (8,275
                )
                
                
                
                
                (20,484
                )
                
                -NET
                    LOSS FROM CONTINUING OPERATIONS
                
                
                (5,000
                )
                
                (21,868
                )
                
                (20,000
                )
                
                (49,270
                )
                
                (40,000
                )DISCONTINUED
                    OPERATIONSGain
                    from operations of discontinued segment
                
                
                
                
                
                36,713
                
                
                
                
                
                157,988(
                    Loss) on disposal of discontinued operations36,713
                
                
                
                
                
                157,988Net
                    Income (Loss)
                
                
                (5,000
                )
                
                14,845
                
                
                (20,000
                )
                
                108,718
                
                
                (40,000
                )Other
                    comprehensive income from discontinued operations
                
                
                
                
                
                5,799
                
                
                
                
                
                11,343COMPREHENSIVE
                    INCOME (LOSS)
                
                $
                (20,000
                )
                $
                20,644
                
                $
                (20,000
                )
                $
                120,061
                
                $
                (40,000
                )BASIC
                    LOSS PER SHARE
                
                $
                (0.00
                )
                $
                0.01
                
                $
                (0.00
                )
                $
                0.01
                
                $
                0.00WEIGHTED
                    AVERAGE COMMON SHARES OUTSTANDING
                
                
                10,558,836
                
                
                10,965,090
                
                
                10,558,836
                
                
                10,965,090
                
                
                10,863,527
  The
        accompanying notes are an integral part of the consolidated financial
        statements
  4
  **VICTORIA
        INDUSTRIES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF CHANGES IN STOCKHOLDERS’ EQUITY**
 **(Expressed
        in US Dollars, except share amounts)**
 
  **Common stock**
              
              **Additional**
                **Paid-in**
              
              **Accumulated**
              
              **Accumulated**
                **Other Comprehensive**
              
              **Total**
                **Stockholders’****Shares**
              
              **Amount**
              
              **Capital**
              
              **(Deficit)**
              
              **Income (Loss)**
              
              **Equity****December
                  31, 2006**
              
              
              **10,965,090**
              
              
              **10,965**
              
              
              **1,867,367**
              
              
              **(403,902**
              **)**
              
              **6,902**
              
              
              **1,481,332**Contributed
                  services
              
              
              
              
              
              
              
              
              19,223
              
              
              
              
              
              
              
              
              19,223Net
                  loss for the year
              
              
              
              
              
              
              
              
              
              
              
              (1,465,890
              )
              
              
              
              
              (1,465,890
              )Cancellation
                  of shares upon sale of Victoria Resources, Inc.
              
              
              (406,254
              )
              
              (406
              )
              
              (80,845
              )
              
              
              
              
              
              
              
              (81,251
              )Other
                  comprehensive loss1
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (6,902
              )
              
              (6,902
              )**December
                  31, 2007**
              
              
              **10,558,836**
              
              **$**
              **10,559**
              
              **$**
              **1,805,745**
              
              **$**
              **(1,869,792**
              **)**
              **$**
              **-**
              
              **$**
              **(53,488**
              **)**Net
                  loss for the six months
              
              
              
              
              
              
              
              
              
              
              
              (20,000
              )
              
              
              
              
              (20,000
              )**June
                  30, 2008**
              
              
              **10,558,836**
              
              **$**
              **10,559**
              
              **$**
              **1,805,745**
              
              **$**
              **(1,889,792**
              **)**
              **$**
              **-**
              
              **$**
              **(73,488**
              **)**
  (1)
        Removal of previously recorded foreign currency translation adjustments
        associated with the Company’s Russian assets and operations
  The
        accompanying notes are an integral part of the consolidated financial
        statements
  5
  **VICTORIA
        INDUSTRIES, INC.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 **(Expressed
        in US Dollars)**
 
 **For the 6 months ended****June 30,**
                  
                  **June 30,****2008**
                  
                  **2007 (as restated)****CASH
                      FLOWS FROM OPERATING ACTIVITIES:**Net
                      income (loss)
                  
                  $
                  (20,000
                  )
                  $
                  108,718Adjustments
                      to reconcile net income (loss)to net cash in operating
                      activities:(Income)
                      Loss from discontinued operations
                  
                  
                  
                  
                  
                  (157,988
                  )Contributed
                      services by shareholdersNet
                      accrued interest
                  
                  
                  
                  
                  
                  20,484Changes
                      in current assets and liabilities:Increase
                      (decrease) in accounts payable
                  
                  
                  (52,000
                  )
                  
                  (4,639
                  )Cash
                      used in operating activities of continuing operations
                  
                  
                  (72,000
                  )
                  
                  (33,425
                  )**CASH
                      FLOWS FROM FINANCING ACTIVITIES**Short-term
                      loans received
                  
                  
                  72,000
                  
                  
                  -Cash
                      provided by financing activities of continuing operations
                  
                  
                  72,000
                  
                  
                  -Cash
                      provided by financing activities of discontinued
                      operations
                  
                  
                  
                  
                  
                  33,425Cash
                      provided by financing activities
                  
                  
                  72,000
                  
                  
                  33,425**INCREASE
                      (DECREASE) IN CASH:**
                  
                  
                  -
                  
                  
                  -**CASH,
                      at the beginning of the period**
                  
                  
                  -
                  
                  
                  -**CASH,
                      at the end of the period**
                  
                  $
                  -
                  
                  $
                  -Interest
                      paid
                  
                  
                  -
                  
                  
                  -Income
                      tax paid
                  
                  
                  -
                  
                  
                  -
  The
            accompanying notes are an integral part of the consolidated financial
            statements
  6
  **1.
        NATURE OF BUSINESS**
 
 Victoria
        Industries, Inc. was incorporated on January 25, 2000 under the laws of the
        State of Nevada. The principal activities of Victoria Industries, Inc. and
        its
        subsidiaries (collectively referred to as the “Company”) as of June 30, 2007
        were as follows:
 
 **Operating Entity**
              
              **Principal Activity**
              
              **Country of**
                **incorporation**
              
              **December 31,****2006**Victoria
                  Industries, Inc.
              
              Holding
                  company
              
              United
                  States of America
              
              -Victoria
                  Resources, Inc.
              
              Marketing
                  and distribution of forestry products
              
              United
                  States of America
              
              100%Victoria
                  Lumber, LLC*
              
              Marketing
                  and distribution of forestry products
              
              Russian
                  Federation
              
              100%Coptent
                  Trading Limited *
              
              Marketing
                  and distribution of forestry products
              
              Cyprus
              
              100%
  *
        Victoria Lumber LLC and Coptent Trading Limited were wholly owned subsidiaries
        of Victoria Resources, Inc.
 
 Effective
        from July 1, 2007 the Russian Federation significantly raised the export
        tariffs
        for logs and unprocessed lumber that was the main product sold by the Company
        to
        its Chinese customers. Another factor that contributed to the erosion of
        the
        Company’s competitive position was a sharp strengthening of the Russian Ruble
        against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As
        a
        result, the Company’s business model became unviable and no deliveries took
        place in third quarter of 2007. During third quarter of 2007, the Company
        made
        multiple attempts to salvage the timber trading business by seeking more
        favorable pricing terms from its suppliers. However, all these attempts have
        proved unsuccessful. As a result of the above events, the Company believed
        that
        its log and unprocessed timber trading business did not have significant
        value
        and decided to dispose of and abandon the entire investment in Victoria
        Resources, Inc. After the decision was made to dispose of the business, and
        the
        transaction terms were negotiated, the disposed segment has been unable to
        collect its accounts receivable due to the inability of the Company to continue
        transacting its lumber trading business.
 
 On
        November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
        Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
        Resources, Inc. to certain stockholders of Victoria Industries, Inc. for
        406,254
        shares of Victoria Industries Inc. In addition, the purchasers have agreed
        to
        assume the outstanding loans of Victoria Industries, Inc. which had been
        incurred on behalf of the Russian timber trading operations. Upon consummation
        of the transaction, the Company did not have any on-going business operations
        and returned to the development stage.
 
 The
        principal executive office of the Company is situated at the following address:
        551 Fifth Avenue, Suite 2020, New York, NY 10017, USA. The Company’s web site is
        www.victoriaind.com.
 
 The
        number of fulltime employees of the Company as at June 30, 2008 and June
        30,
        2007 amounted to none and 9 respectively.
 
 7
  **2.
        PRESENTATION OF FINANCIAL STATEMENTS**
 
 **Basis
        of Presentation**
  The
        accompanying financial statements have been prepared in accordance with U.S.
        generally accepted accounting principles (“GAAP”)
 
 **Use
        of Estimates and Assumptions**  ***–*** The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amount of revenues and expenses during the reporting period.
        Actual
        results could differ from those estimates.
 
 **Going
        concern** ***–*** The
        Company returned to a development stage company upon sale of its operating
        subsidiary Victoria Resources, Inc. in 2007 and has been inactive since December
        31, 2007. The ability of the Company to meet its obligations is dependent
        on
        being able to successfully acquire a new business activity. The Company's
        financial statements have been presented on the basis that it is a going
        concern, which contemplates the realization of assets and satisfaction of
        liabilities in the normal course of business.
 
 **3.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 ***Cash
        and Cash Equivalents*** - Cash
        include petty cash and cash held on current bank accounts. Cash equivalents
        include short-term investments with maturities of three months or less that
        are
        readily convertible to known amount of cash and which are subject to
        insignificant risk of changes in value.
  ***Loss***  ***per
        Common Share –*** Earnings
        per share are computed in accordance with SFAS No. 128, "Earnings Per Share".
        Basic income per share is calculated by dividing the net income available
        to
        common stockholders by the weighted average number of shares outstanding
        during
        the year. Diluted earnings per share reflect the potential dilution of
        securities that could share in earnings of an entity. In a loss year, dilutive
        common equivalent shares are excluded from the loss per share calculation
        as the
        effect would be anti-dilutive. Basic and diluted earnings per share are the
        same
        for the years presented.
  ***Comprehensive
        Income*** *-* Statement
        of SFAS 130, “Reporting Comprehensive Income,” establishes standards for
        reporting and displaying of comprehensive income, its components and accumulated
        balances. Comprehensive income is defined to include all changes in equity
        except those resulting from investments by owners and distributions to owners.
        Among other disclosures, SFAS 130 requires that all items that are required
        to
        be recognized under current accounting standards as components of comprehensive
        income be reported in a financial statement that is displayed with the same
        prominence as other financial statements.
 
 **4.
        FOUNDATION AND DISPOSAL OF SUBSIDIARIES**
 
 ***Victoria
        Resources, Inc. – 100%***
 
 In
        September 2003, the Company contributed $1,000 into the establishment of
        a
        wholly-owned subsidiary, Victoria Resources, Inc. in the State of New York
        for
        the purpose of pursuing opportunities in the lumber resource sector.
 
 ***Victoria
        Lumber, LLC*** – ** ***100%***
 
 In
        December 2003 the Company’s subsidiary, Victoria Resources, Inc., contributed
        $300,000 into the establishment of new 100% owned subsidiary, Victoria Lumber,
        LLC, based in Chelyabinsk, Ural region of the Russian Federation.
 
 8
  Victoria
        Lumber LLC, was established in order to focus on marketing and distribution
        of
        high-value added forestry products.
 
 ***Coptent
        Trading Ltd – 100%***
 
 In
        April
        2004 the Company’s subsidiary, Victoria Resources Inc contributed $10,095 into
        the establishment of new 100% owned subsidiary, Coptent Trading Ltd., registered
        in Cyprus. The subsidiary was established in order to provide better marketing
        and administration functions of lumber sales on the Chinese market.
 
 ***Disposal
        of lumber trading business***
 
 On
        November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
        Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
        Resources, Inc. together with subsidiaries to certain stockholders of Victoria
        Industries, Inc. for 406,254 shares of Victoria Industries, Inc. In addition,
        the purchasers have agreed to assume the outstanding loans of Victoria
        Industries, Inc. which had been incurred on behalf of Victoria Resources
        and
        related to the timber trading business.
 
 **5.
        INTEREST EXPENSE**
 
 The
        interest expense for the periods ended June 30, 2008 and June 30, 2007 in
        the
        amount of $Nil and $20,484 represented interest withheld from the proceeds
        of
        short term loans received by the Company in 2006.
 
 **6.
        ACCOUNTS PAYABLE**
 
 Accounts
        payable as of June 30, 2008 and December 31, 2007 of $1,488 and $53,488
        represented unpaid professional expenses.
 
 **7.
        SHORT TERM LOANS**
 
 Short-term
        loans as of June, 2008 and December 31, 2007 in a total amount of $72,000
        and
        $Nil represented non-interest bearing loans payable on demand, which the
        Company
        borrowed in order to finance certain administrative expenses relating to
        the
        Company’s New York office.
 
 **8.**  **COMMON
        STOCK**
 
 There
        are
        75,000,000 common shares authorized by the Company’s Amended and Restated
        Certificate of Incorporation. There were 10,558,836 ordinary shares with
        a par
        value of $0.001 US dollar issued and outstanding as of June 30, 2008 and
        December 31, 2007.
 
 The
        holders of ordinary shares have voting rights but no guarantee of dividends.
        Distributable profits are determined on the basis of profits reported in
        statutory financial statements of the Company’s entities. These profits differ
        from profits recorded under US GAAP.
 
 No
        dividends were declared or paid during the periods ended June 30, 2008 and
        June
        30, 2007.
 
 **9.
        RELATED PARTIES**
 
 Related
        parties include shareholders, affiliates and entities under common ownership,
        over which the Company has the ability to exercise a significant influence
        and/or control.
 
 9
  Transactions
        with related parties are performed on terms that may differ from those that
        would be available to unrelated parties.
 
 **10.
        DISCONTINUED OPERATIONS (AND RESTATEMENT)**
 
 On
        November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
        Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
        Resources, Inc. to certain stockholders of Victoria Industries, Inc. for
        406,254
        shares of Victoria Industries, Inc. In addition, the purchasers have agreed
        to
        assume the outstanding loans of Victoria Industries, Inc. Upon consummation
        of
        the transaction, the Company did not have any on-going business operations
        and
        returned to the development stage.
 
 The
        Company incurred $1,527,474 loss on disposal which was computed as
        follows:
 
 Initial
                  investment in Victoria Resources, Inc.
              
              $
              1,071,843Accumulated
                  income of Victoria Resources, Inc,
              
              
              1,004,092Assumption
                  of loan
              
              
              (335,000
              )Assumption
                  of other liabilities
              
              
              (132,210
              )Purchase
                  price
              
              
              (81,251
              )Loss
                  on Disposal
              
              $
              1,527,474
 
 The
        financial statements for the period ended June 30, 2007 have been restated
        to
        reclassify discontinued operations.
 
 **11.
        COMMITMENTS AND CONTINGENCIES**
 
 **Lease
        commitments** ***––*** Victoria
        Lumber, LLC, leased office space on a year by year basis and all lease
        commitments were assumed by the purchasers of Victoria Resources,
        Inc.
 
 **Litigation**  ***–*** The
        Company has been the subject of legal proceedings and adjudications from
        time to
        time, none of which has had, individually or in the aggregate, a material
        adverse impact on the Company. In accordance with the Share Exchange Agreement,
        the purchasers of Victoria Resources, Inc. agreed to hold the Company harmless
        of any and all claims relating to the Company’s lumber business whether existing
        prior to the disposal or arising afterwards.
  **ITEM
        2. MANAGEMENT DISCUSSION AND ANALYSIS OF PRINCIPAL CONDITIONS AND
        OPERATIONS**
 
 **Discussion
        and Analysis of Financial Condition**
  **Results
        of Operations**
 
 Effective
        from July 1, 2007 the Russian Federation significantly raised the export
        tariffs
        for logs and unprocessed lumber that was the main product sold by the Company
        to
        its Chinese customers. In addition the Company’s competitive position was
        affected by the sharp strengthening of the Russian Rouble against the US
        dollar
        by 8.5% in 2006 and 5.2% during 9 months of 2007. As a result, the Company’s
        business model became unviable and no deliveries took place in third quarter
        of
        2007. During third quarter of 2007, the Company made multiple attempts to
        salvage the timber trading business by seeking more favorable pricing terms
        from
        its suppliers. However, all these attempts have proved unsuccessful. As a
        result
        of the above events, the Company believes that its log and unprocessed timber
        trading business did not have significant value and decided to discontinue
        and
        abandon its entire investment in Victoria Resources, Inc. After the decision
        was
        made to dispose of the business, and the transaction terms were negotiated,
        the
        disposed segment has been unable to collect its accounts receivable due to
        the
        inability of the Company to continue transacting its lumber trading
        business.
 
 10
  On
        November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a
        Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria
        Resources, Inc. to certain stockholders of Victoria Industries, Inc. for
        406,254
        shares of Victoria Industries, Inc. In addition, the purchasers have agreed
        to
        assume the outstanding loans of Victoria Industries, Inc. Upon consummation
        of
        the transaction, the Company did not have any on-going business operations
        and
        returned to the development stage.
 
 The
        continuation of the Company is dependent upon finding new business
        opportunities, continuing financial support of creditors and stockholders
        as
        well as obtaining long-term financing. Management plans to raise equity capital
        to finance the current cash requirements of the Company. Capital raised will
        be
        used to pay general corporate expenses and evaluate new business opportunities.
        While the Company is undertaking its best efforts to achieve the above plans,
        there is no assurance that any such activity will generate funds that will
        be
        sufficient to settle the outstanding liabilities and finance the on-going
        corporate expenses. If the Company is not successful in raising financing,
        the
        Company's may sustain continued losses.
  **Cash
        Requirements**
 
 The
        Company anticipates it will require around $100,000 to sustain operations
        and
        effectively evaluate new business opportunities over the next twelve months.
        The
        Company believes it will be able to raise these funds through equity and
        debt
        financing; however, there is no guarantee that funds will be
        raised.
 
 **Going
        Concern**
 
 These
        financial statements have been prepared on a going concern basis which assumes
        that adequate sources of financing will be obtained as required and that
        our
        assets will be realized and liabilities settled in the ordinary course of
        business. Accordingly, these consolidated financial statements do not include
        any adjustments related to the recoverability of assets and classification
        of
        assets and liabilities that might be necessary should we be unable to continue
        as a going concern.
 
 In
        order
        for us to continue as a going concern, we require additional financing. There
        can be no assurance that additional financing will be available to us when
        needed or, if available, that it can be obtained on commercially reasonable
        terms. If we are not able to continue as a going concern, we would likely
        be
        unable to realize the carrying value of our assets reflected in the balances
        set
        out in the preparation of financial statements. The Company’s limited revenue
        history, absence of revenue sources following the sale and discontinuation
        of
        its lumber business and limited funding raise substantial doubt about the
        Company’s ability to continue as a going concern.
 
 Accordingly,
        our independent auditors included an explanatory paragraph in their report
        of
        the December 31, 2007 financial statements regarding concerns about our ability
        to continue as a going concern. Our financial statements contain additional
        notes and disclosures describing the circumstances that lead to this disclosure
        by our independent auditors.
  11
  **Application
        of Critical Accounting Policies**
  **Use
        of Estimates**
 
 The
        preparation of financial statements in accordance with United States generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities and
        disclosures of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenues and expenses during the
        reporting period. Actual results could materially differ from these
        estimates.
 
 **Revenue
        Recognition**
 
 For
        revenue from product sales, the Company recognizes revenue in accordance
        with
        SEC Staff Accounting Bulletin No. 104, “Revenue Recognition in Financial
        Statements” ("SAB 104"). SAB 104 requires that four basic criteria must be met
        before revenue can be recognized: (1) persuasive evidence of an arrangement
        exists; (2) delivery has occurred; (3) the selling price is fixed and
        determinable; and (4) collectibility is reasonably assured.
 
 Criterion
        (1) is met as every delivery is covered by a separate contract and the title
        passes to the customer only upon customer's acceptance at point of destination,
        which is in compliance with criterion (2). Determination of criteria (3)
        and (4)
        are based on management's judgments regarding the fixed nature of the selling
        prices of the products delivered and the collectibility of those amounts.
        Provisions for discounts and rebates to customers, and other adjustments
        are
        provided for in the same period the related sales are recorded. The Company
        defers any revenue for which the product has not been delivered and accepted
        by
        its customers. In accordance with the Company's standard contract terms,
        once
        delivered and accepted the product cannot be returned and no claims can be
        presented to the Company. The Company recognizes revenue on gross basis.
 
 12
  **ITEM
        3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK.**
 
 Much
        of
        the information included in this report includes or is based upon estimates,
        projections or other “forward looking statements". Such forward looking
        statements include any projections or estimates made by us and our management
        in
        connection with our business operations. While these forward-looking statements,
        and any assumptions upon which they are based, are made in good faith and
        reflect our current judgment regarding the direction of our business, actual
        results will almost always vary, sometimes materially, from any estimates,
        predictions, projections, assumptions or other future performance suggested
        herein.
 
 Such
        estimates, projections or other "forward looking statements" involve various
        risks and uncertainties as outlined below. We caution the reader that important
        factors in some cases have affected and, in the future, could materially
        affect
        actual results and cause actual results to differ materially from the results
        expressed in any such estimates, projections or other "forward looking
        statements".
 
 Our
        common shares are considered speculative during our search for a new business
        opportunity. Prospective investors should consider carefully the risk factors
        set out below
 
 **Limited
        operating history; anticipated losses; uncertainty of future
        results**
 
 The
        Company has a limited operating history upon which an evaluation of its
        prospects can be made. There can be no assurance that the Company will
        effectively execute its business plan or manage any growth of the business,
        or
        that the Company’s future operating and financial forecast will be met. Future
        development and operating results will depend on many factors, including
        access
        to adequate capital, the demand for the Company's products, the level of
        product
        and price competition, the Company’s success in setting up and expanding
        distribution channels, and whether the Company can control costs. Many of
        these
        factors are beyond the control of the Company. In addition, the Company's
        future
        prospects must be considered in light of the risks, expenses, and difficulties
        frequently encountered in establishing a new business in the forest products
        industry, which is characterized by intense competition, rapid technological
        change, highly litigious competitors and significant regulation.
 
 **Limited
        public market**
 
 The
        Company’s Common Stock is currently quoted on the NASD OTC Bulletin Board under
        the ticker symbol VIIN. As of August 13, 2008 there were approximately
        10,558,836 shares of Common Stock outstanding. There can be no assurance
        that a
        trading market will be sustained in the future. Factors such as, but not
        limited
        to, technological innovations, new products, acquisitions or strategic alliances
        entered into by the Company or its competitors, failure to meet security
        analysts' expectations, government regulatory action, proprietary rights
        developments, and market conditions for lumber products in general could
        have a
        material effect on the volatility of the Company's stock price.
  **"Penny
        Stock" Rules May Restrict the Market for the Company's
        Shares**
 
 Our
        common shares are subject to rules promulgated by the Securities and Exchange
        Commission relating to "penny stocks," which apply to companies whose shares
        are
        not traded on a national stock exchange or on the NASDAQ system, trade at
        less
        than $5.00 per share, or who do not meet certain other financial requirements
        specified by the Securities and Exchange Commission. These rules require
        brokers
        who sell "penny stocks" to persons other than established customers and
        "accredited investors" to complete certain documentation, make suitability
        inquiries of investors, and provide investors with certain information
        concerning the risks of trading in such penny stocks. These rules may discourage
        or restrict the ability of brokers to sell our common shares and may affect
        the
        secondary market for our common shares. These rules could also hamper our
        ability to raise funds in the primary market for our common shares.
 
 13
  **Possible
        Volatility of Share Prices**
 
 Our
        common shares are currently quoted on the OTC BB service. The trading price
        of
        our common shares has been subject to wide fluctuations. Trading prices of
        our
        common shares may fluctuate in response to a number of factors, many of which
        will be beyond our control. The stock market has generally experienced extreme
        price and volume fluctuations that have often been unrelated or disproportionate
        to the operating performance of companies with no current business operation.
        There can be no assurance that trading prices and price earnings ratios
        previously experienced by our common shares will be matched or maintained.
        These
        broad market and industry factors may adversely affect the market price of
        our
        common shares, regardless of our operating performance.
 
 In
        the
        past, following periods of volatility in the market price of a company's
        securities, securities class-action litigation has often been instituted.
        Such
        litigation, if instituted, could result in substantial costs for us and a
        diversion of management's attention and resources.
  **Indemnification
        of Directors, Officers and Others**
 
 Our
        by-laws contain provisions with respect to the indemnification of our officers
        and directors against all expenses (including, without limitation, attorneys'
        fees, judgments, fines, settlements, and other amounts actually and reasonably
        incurred in connection with any proceeding arising by reason of the fact
        that
        the person is one of our officers or directors) incurred by an officer or
        director in defending any such proceeding to the maximum extent permitted
        by
        Nevada law.
 
 Insofar
        as indemnification for liabilities arising under the Securities Act of 1933
        may
        be permitted to directors, officers and controlling persons of our company
        under
        Nevada law or otherwise, we have been advised the opinion of the Securities
        and
        Exchange Commission is that such indemnification is against public policy
        as
        expressed in the Securities Act of 1933 and is, therefore,
        unenforceable.
  **Future
        Dilution**
 
 Our
        corporate documents authorize the issuance of 75,000,000 common shares, each
        with a par value of $0.001. In the event that we are required to issue any
        additional shares or enter into private placements agreements to raise financing
        through the sale of equity securities, investors' interests in our Company
        will
        be diluted and investors may suffer dilution in their net book value per
        share
        depending on the price at which such securities are sold. If we issue any
        such
        Additional shares, such issuances also will cause a reduction in the
        proportionate ownership and voting power of all other shareholders. Further,
        any
        such issuance may result in a change in our control.
  **Anti-Takeover
        Provisions**
 
 We
        do not
        currently have a shareholder rights plan or any anti-takeover provisions
        in our
        By-laws. Without any anti-takeover provisions, there is no deterrent for
        a
        take-over of our Company, which may result in a change in our management
        and
        directors.
 
 14
  **Reports
        to Security Holders**
 
 Under
        the
        securities laws of Nevada, we are not required to deliver an annual report
        to
        our shareholders but we intend to send an annual report to our
        shareholders.
 
 **ITEM
        4. CONTROLS AND PROCEDURES**
 
 As
        of the
        end of the period covered by this Quarterly Report on form 10-Q, an evaluation
        was performed under the supervision and with the participation of our
        management, including the Chief Executive Officer and Chief Financial Officer,
        of the effectiveness of the design and operation of our disclosure controls
        and
        procedures (as defined in Rules 13a-15(e). Based on that evaluation, our
        Chief
        Executive Officer and Chief Financial Officer concluded that our disclosure
        controls and procedures are effective to ensure that information we are required
        to disclose in reports that we file or submit under the Securities and Exchange
        Act of 1934 (a) is recorded, processed, summarized and reported within the
        periods specified in Securities and Exchange Commission rules and forms,
        and (b)
        is accumulated and communicated to our management, including our Chief Executive
        Officer and Chief Financial Officer, as appropriate, to allow timely decisions
        regarding required disclosure. Our disclosure controls and procedures are
        designed to provide reasonable assurance that such information is accumulated
        and communicated to our management. Our disclosure controls and procedures
        include components of our internal control over financial reporting.
        Management’s assessment of the effectiveness of our internal control over
        financial reporting is expressed at the level of reasonable assurance that
        the
        financial statements and other information presented herewith are materially
        correct.
 
 The
        registrants' principal executive officers and principal financial officer
        have
        concluded that there were no significant changes in the registrants' internal
        controls or in other factors that could significantly affect these controls
        as
        of the end of the period covered by this report based on such evaluation,
        and
        that there was no significant deficiencies or material weaknesses in the
        registrant's internal controls.
 
 15
  **PART
        II.**
 
 **ITEM
        1. LEGAL PROCEEDINGS**
 
 We
        know
        of no material, active or pending legal proceedings against us, nor are we
        involved as a plaintiff in any material proceedings or pending litigation.
        To
        the best of our knowledge, there are no proceedings in which any of our
        directors, officers or affiliates, or any registered or beneficial shareholders
        are an adverse party or have a material interest adverse to us.
 
 **ITEM
        2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
        PROCEEDS**
 
 None
 
 **ITEM
        3. DEFAULTS UPON SENIOR SECURITIES**
 
 None
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None
 
 **ITEM
        5. OTHER INFORMATION**
 
 None
 
 **ITEM
        6. EXHIBITS FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
        8-K**
 
 ***Reports
        on Form 8-K***
 
 None
 
 The
        following Consolidated Financial Statements pertaining to Victoria Industries
        are filed as part of this quarterly report:
 
 Balance
        Sheets as of June 30, 2008 and December 31, 2007
 
 Statements
        of Changes in Stockholders' Equity (Capital Deficit) for the periods ended
        June
        30, 2008 and December 31, 2007.
 
 Statements
        of Operations and Comprehensive Loss for the six months ended June 30, 2008
        and
        2007.
 
 Statements
        of Cash Flows for the six months ended June 30, 2008 and 2007
 
 Notes
        to
        the Financial Statements for the six months ended June 30, 2008 and the year
        ended December 31, 2007.
 
 16
 
 **EXIBITS
        REQUIRED BY ITEM 601 OF REGULATION S-B**
 
 Articles
        of Incorporation and Corporate Charter of the Registrant* (incorporated by
        reference from our Registration Statement on Form 10-SB filed on October
        4,
        2000)
 
 By-laws
        of the Registrant* (incorporated by reference from our Registration Statement
        on
        Form 10-SB filed on October 4, 2000)
 
 Exhibit
        31.1 - Section 302 Certification
 Exhibit
        31.2 - Section 302 Certification
 Exhibit
        32.1 - Section 906 Certification
 Exhibit
        32.2 - Section 906 Certification
 
 *
        Previously filed as an exhibit to the Company's Form 10-SB filed on October
        4,
        2000
 *
        CERTAIN
        PARTS OF THIS DOCUMENT HAVE NOT BEEN DISCLOSED AND HAVE BEEN FILED SEPARATELY
        WITH THE SECRETARY, SECURITIES AND EXCHANGE COMMISSION, AND IS SUBJECT TO
        A
        CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT
        OF
        1934.
 
 **SUBSIDIARIES:**
 
 None
 
 **SIGNATURES**
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 Date:
                  August 13, 2008
              Victoria
                  Industries, Inc./s/
                  Albert AbdoullineAlbert
                  AbdoullinePresident




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