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 three months ended


March
31, 2009




 ̈
              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 423New
      York, New York
              
              10017(Address
      of principal executive office)
              
              (Zip
      Code)




Issuer’s
telephone number: (646) 8258083




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
xNo  ̈




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 xNo  ̈




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 15, 2009:




Common
      Stock; 10,558,836




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









VICTORIA
INDUSTRIES, INC.




FORM
10-QSB




TABLE
OF CONTENTS




PagePART
      I.  FINANCIAL INFORMATIONItem
      1.
                  Financial
      Statements (unaudited)Balance
      Sheets – March 31, 2009 and December 31, 2008
                  3Statements
      of Operations and Comprehensive Income (Loss) - for the three months ended
      March 31, 2009 and 2008
                  4Statements
      of Changes in Stockholder’s Equity (Capital Deficit) – March 31, 2008 and
      December 31, 2008
                  5Statements
      of Cash Flows - for the three months ended March 31, 2008 and
      2007
                  6Notes
      to Unaudited Financial Statements
                  7Item
      2.
                  Management’s
      Discussion and Analysis of Principal Condition and
    Operations
                  10Item
      3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  12Item
      4.
                  Controls
      and Procedures
                  14PART
      II.
                  OTHER
      INFORMATION
                  14Item
      1.
                  Legal
      Proceedings
                  14Item
      2.
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  14Item
      3.
                  Defaults
      upon Senior Securities
                  14Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  14Item
      5.
                  Other
      Information
                  14Item
      6.
                  Exhibits
      and Reports on Form 8-K
                  15SIGNATURES
                  16


2





VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET


(Expressed
in US Dollars)


March 31,
                          2009
                          (UNAUDITED)
                        
                        
                        December 31,
                          2008TOTAL
      ASSETS
                        
                        $
                        -
                        
                        
                        $
                        -LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                        
                        $
                        7,000
                        
                        
                        $
                        -Short-term
      loans
                        
                        
                        82,396
                        
                        
                        
                        82,396Total
      current liabilities
                        
                        
                        89,396
                        
                        
                        
                        82,396STOCKHOLDERS’
      EQUITYCommon
      stock, $0.001 par value, 10,558,836 shares issued and outstanding as of
      March 31, 2009 and December 31, 2008
                        
                        
                        10,559
                        
                        
                        
                        10,559Additional
      paid-in capital
                        
                        
                        1,805,745
                        
                        
                        
                        1,805,745Accumulated
      (deficit )
                        
                        
                        (1,905,700
                        )
                        
                        
                        (1,898,700
                        )Accumulated
      other comprehensive (loss)  - foreign currencyTotal
      stockholders' equity
                        
                        
                        (89,396
                        )
                        
                        
                        (82,396
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                        
                        $
                        -
                        
                        
                        $
                        -




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


3


VICTORIA
INDUSTRIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS


(Expressed
in US Dollars, except share amounts)





For the three months
                    ended
                  
                  
                  Since
                    Return
                    ToMarch 31,
                  
                  
                  March 31,
                  
                  
                  development2009
                  
                  
                  2008
                  
                  
                  StageOPERATING
      EXPENSESSales,
      general and administrative
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -CompensationProfessional
      fees
                  
                  
                  (7,000
                  )
                  
                  
                  (15,000
                  )
                  
                  
                  (55,908
                  )OPERATING
      LOSS
                  
                  
                  (7,000
                  )
                  
                  
                  (15,000
                  )
                  
                  
                  (55,908
                  )OTHER
      EXPENSEInterest
      expense
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -NET
      LOSS FROM CONTINUING OPERATIONS
                  
                  
                  (7,000
                  )
                  
                  
                  (15,000
                  )
                  
                  
                  (55,908
                  )Net
      Income (Loss)
                  
                  
                  (7,000
                  )
                  
                  
                  (15,000
                  )
                  
                  
                  (55,908
                  )Other
      comprehensive income from discontinued operationsCOMPREHENSIVE
      INCOME (LOSS)
                  
                  $
                  (7,000
                  )
                  
                  $
                  (15,000
                  )
                  
                  $
                  (55,908
                  )BASIC
      LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                  
                  
                  10,558,836
                  
                  
                  
                  10,558,836
                  
                  
                  
                  10,558,836




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
                        
                        
                        Total

                            Stockholders’Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        (Deficit)
                        
                        
                        EquityDecember
      31, 2007
                        
                        
                        10,558,836
                        
                        
                        $
                        10,559
                        
                        
                        $
                        1,805,745
                        
                        
                        $
                        (1,869,792
                        )
                        
                        $
                        (53,488
                        )Net
      loss for the year
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (28,908
                        )
                        
                        
                        (28,908
                        )December
      31, 2008
                        
                        
                        10,558,836
                        
                        
                        $
                        10,559
                        
                        
                        $
                        1,805,745
                        
                        
                        $
                        (1,898,700
                        )
                        
                        $
                        (82,396
                        )Net
      loss for the three months
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (7,000
                        )
                        
                        
                        (7,000
                        )March
      31, 2009
                        
                        
                        10,558,836
                        
                        
                        $
                        10,559
                        
                        
                        $
                        1,805,745
                        
                        
                        $
                        (1,905,700
                        )
                        
                        $
                        (89,396
                        )




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 three months endedMarch 31,
                        
                        
                        March 31,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
                        
                        $
                        (7,000
                        )
                        
                        $
                        (15,000
                        )Adjustments
      to reconcile net income (loss) to net cash in operating
      activities:Changes
      in current assets and liabilities:Increase
      (decrease) in accounts payable
                        
                        
                        7,000
                        
                        
                        
                        (10,000
                        )Cash
      used in operating activities of continuing operations
                        
                        
                        -
                        
                        
                        
                        (25,000
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESShort-term
      loans received
                        
                        
                        -
                        
                        
                        
                        25,000Cash
      provided by financing activities
                        
                        
                        -
                        
                        
                        
                        25,000INCREASE
      (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,
                                    2006Victoria
      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 423, New York, NY 10017, USA.





The
number of fulltime employees of the Company as at March 31, 2009 and March 31,
2008 amounted to 2 and 1 respectively.


7





2.   PRESENTATION
OF FINANCIAL STATEMENTS





Basis of
Presentation





The
accompanying unaudited condensed financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (“GAAP”) for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included.





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.


8





Victoria Lumber,
LLC –100%





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





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





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.   ACCOUNTS PAYABLE





Accounts
payable as of March 31, 2009 and December 31, 2008 of $7,000 and $Nil
represented unpaid audit and financial printing expenses.





6.  SHORT TERM
LOANS





Short-term
loans as of March 31, 2009 and December 31, 2008 in a total amount of $82,396
and $82,396 represented non-interest bearing loans payable on demand, which the
Company borrowed from Thor United Corporation, the Company’s majority
shareholder in order to finance certain administrative expenses mainly relating
to audit and financial printing.





7. COMMON
STOCK





There are
75,000,000 common shares authorized by the Company’s Amended and Restated
Certificate of Incorporation. There were 10,558,836 ordinary shares with a par
value of $0.001 US dollar issued and outstanding as of March 31, 2009 and
December 31, 2008.





The
holders of ordinary shares have voting rights but no guarantee of
dividends.  No dividends were declared or paid during the periods
ended March 31, 2009 and March 31, 2008.





8.  RELATED
PARTIES





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





Transactions
with related parties are performed on terms that may differ from those that
would be available to unrelated parties.


9





9.  COMMITMENTS
AND CONTINGENCIES





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





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, 2008 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.


10




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.


11


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
or seeking a viable business combination.





Limited
public market





The
Company’s Common Stock is currently quoted on the NASD OTC Bulletin Board under
the ticker symbol VIIN.  As of May 15, 2009 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 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.


12




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.


13




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





Management’s
Report on Disclosure Controls and Procedures





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2007. Based upon that evaluation,
our Directors, Chief Executive Officer and Chief Financial Officer, concluded
that our disclosure controls and procedures were not effective. That conclusion
was reached because of our failure to file the required Management’s Annual
Report on Internal Control over Financial Reporting in our Annual Report on Form
10-KSB when it was filed on April 15, 2008. Management has made changes to our
disclosure controls and procedures in an effort to ensure that all requirements
of the Exchange Act are met in future disclosure documents. As of the date of
this report, the management has continued to work to improve the controls and
procedures to eliminate the above weaknesses. As of the date of this report, the
management cannot guarantee that the above weaknesses have been fully resolved
and that the controls can be regarded as effective as of the date of this
report.





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


14





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





Reports
on Form 8-K





None





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





Balance
Sheets as of March 31, 2009 and December 31, 2008





Statements
of Changes in Stockholders' Equity (Capital Deficit) for the periods ended March
31, 2009 and December 31, 2008.





Statements
of Operations and Comprehensive Loss for the three months ended March 31, 2009
and 2008.





Statements
of Cash Flows for the three months ended March 31, 2009 and 2008





Notes to
the Financial Statements for the three months ended March 31, 2008 and the year
ended December 31, 2009.





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


15





SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:
      May 15, 2009
                    Victoria
      Industries, Inc./s/
      Oleg BatratchenkoOleg
      BatratchenkoPresident


16