UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


                                   FORM 10-QSB

 Quarterly Report Pursuant to Section 13 or 15(D) of The Securities Act of 1934

               For the quarterly period ended:  September 30, 2003
                       Commission file number:  000-27189

                            VICTORIA INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

                 Nevada                                  98-0230423
     (State or other jurisdiction of          (IRS Employee Identification No.)
     incorporation  or  organization)

                551 Fifth Avenue, Suite 601, New York, NY 10017.
                    (Address of principal executive offices)

                                 (212) 973-0063
                           (Issuer's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during  the  preceding 12 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     X          No
    ---------         ---------

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date:

     Common Stock, $0.001 par value                        586,850
                   (Class)                  (Outstanding as of November 6, 2003)


<PAGE>
                            VICTORIA INDUSTRIES, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                            Page
                                                                            ----
Part I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . .F-1

Consolidated Statements of Changes in Stockholders' Equity
(Capital Deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-2

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . .F-3

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . .F-4

Notes to the Consolidated Financial Statements. . . . . . . . . . . . . . . .F-5

Item 2 Management's Discussion and Analysis or Plan of Operation. . . . . . .3

Item 3 Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . .11

Part II OTHER INFORMATION

Item 1 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . .11

Item 2 Changes in Securities. . . . . . . . . . . . . . . . . . . . . . . . .11

Item 3 Default upon Senior Securities . . . . . . . . . . . . . . . . . . . .11

Item 4 Submission of Matters to a Vote of Security Holders. . . . . . . . . .11

Item 5 Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . .12

Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . .12

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Certifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13


                                                                               2
<PAGE>




PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)





                          VICTORIA INDUSTRIES, INC.
                          (FORMERLY ROLLTECH, INC.)
                          (A DEVELOPMENT STAGE ENTERPRISE)
                          CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE NINE-MONTH PERIODS ENDED
                          SEPTEMBER 30, 2003 AND 2002
                          (UNAUDITED - EXPRESSED IN US DOLLARS)





<PAGE>






                          VICTORIA INDUSTRIES, INC.
                          (FORMERLY ROLLTECH, INC.)
                          (A DEVELOPMENT STAGE ENTERPRISE)
                          CONSOLIDATED FINANCIAL STATEMENTS
                          FOR THE NINE-MONTH PERIODS ENDED
                          SEPTEMBER 30, 2003 AND 2002
                          (UNAUDITED - EXPRESSED IN US DOLLARS)




--------------------------------------------------------------------------------
                                                                        CONTENTS

Consolidated  Financial  Statements
-----------------------------------

     Balance Sheets

     Statements of Changes in Stockholders' Equity (Capital Deficit)

     Statements of Operations

     Statements of Cash Flows

     Notes to the Financial Statements


<PAGE>
<TABLE>
<CAPTION>
===========================================================================================
                                                                  VICTORIA INDUSTRIES, INC.
                                                                  (FORMERLY ROLLTECH, INC.)
                                                           (A DEVELOPMENT STAGE ENTERPRISE)
                                                                CONSOLIDATED BALANCE SHEETS
                                                                  (EXPRESSED IN US DOLLARS)


                                                               SEPTEMBER 30    December 31
                                                                   2003           2002
-------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>
ASSETS                                                           (UNAUDITED)

CURRENT
     Cash                                                     $     256,592   $         14
     Short-term investments                                          44,184              -
     Receivables                                                      8,628              -
                                                              -----------------------------
                                                                    309,404             14
PROPERTY AND EQUIPMENT, net of depreciation                               -          3,486
                                                              -----------------------------
TOTAL ASSETS                                                  $     309,404   $      3,500
===========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)

Liabilities
-----------

CURRENT
     Accounts payable and accrued liabilities (Note 5)        $      20,600   $    104,885
     Due to related parties (Note 5)                                205,824        100,000
                                                              -----------------------------
                                                                    226,424        204,885

Convertible notes payable (Net of unamortized discounts of
     $337,000 and $Nil) (Note 7)                                          -              -
                                                              -----------------------------
                                                                    226,424        204,885
                                                              -----------------------------

Stockholders' Equity (Capital Deficit)
--------------------------------------
     Share Capital (Note 9)
       Authorized
           75,000,000   common shares with a par value of
                        $0.001 per share
       Issued and outstanding
              586,850   common shares                                   587            587
     Additional paid-in capital                                     896,919        559,919
     Deficit accumulated during the development stage              (814,526)      (761,891)
                                                              -----------------------------
           Total stockholders' equity (capital deficit)              82,980       (201,385)
                                                              -----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)  $     309,404   $      3,500
===========================================================================================



  The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
=============================================================================================================================
                                                                                                    VICTORIA INDUSTRIES, INC.
                                                                                                    (FORMERLY ROLLTECH, INC.)
                                                                                             (A DEVELOPMENT STAGE ENTERPRISE)
                                                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
                                                                                        (UNAUDITED - EXPRESSED IN US DOLLARS)

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

                                                                                                        Deficit         Total
                                                                                                      Accumulated  Stockholders'
                                                                         Common Stock      Additional  During the      Equity
                                                                      -------------------   Paid-in    Development   (Capital
                                                                       Shares     Amount    Capital      Stage       Deficit)
                                                                      -------------------------------------------------------
<S>                                                                   <C>        <C>       <C>         <C>         <C>
Shares issued for cash on Inception                                    400,000   $   400   $  14,600   $       -      15,000
Shares issued for cash in July 2000, net of share
issuance costs of $36,500                                              152,750       153     116,097           -     116,250
Imputed interest on loan and amount due to related parties                   -         -       1,218           -       1,218
Net loss for the period                                                      -         -           -     (56,232)    (56,232)
                                                                      -------------------------------------------------------
BALANCE, DECEMBER 31, 2000                                             552,750       553     131,915     (56,232)     76,236

Shares issued for services at $1.00 per share on:
- April 2001                                                            14,100        14      14,086           -      14,100
- November 2001                                                         20,000        20      19,980           -      20,000
Imputed interest on amount due to related parties                            -         -         738           -         738
Net loss for the year                                                        -         -           -    (105,666)   (105,666)
                                                                      -------------------------------------------------------
BALANCE, DECEMBER 31, 2001                                             586,850       587     166,719    (161,898)      5,408

Shares issued for a license at $1.10 per share in April 2002           100,000       100     109,900           -     110,000
Shares cancelled in connection with termination and return of
license in July 2002                                                  (100,000)     (100)   (109,900)          -    (110,000)
Stock option compensation                                                    -         -     393,200           -     393,200
Net loss for the year                                                        -         -           -    (599,993)   (599,993)
                                                                      -------------------------------------------------------
BALANCE, DECEMBER 31, 2002                                             586,850       587     559,919    (761,891)   (201,385)

Value of beneficial conversion feature on convertible notes (Note 7)         -         -     337,000           -     337,000
Net loss for the period                                                      -         -           -     (52,635)    (52,635)
                                                                      -------------------------------------------------------
BALANCE, SEPTEMBER 30, 2003                                            586,850   $   587   $ 896,919   $(814,526)  $  82,980
=============================================================================================================================


                The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================================

                                                                                                        VICTORIA INDUSTRIES, INC.
                                                                                                        (FORMERLY ROLLTECH, INC.)
                                                                                                 (A DEVELOPMENT STAGE ENTERPRISE)
                                                                                                 --------------------------------
                                                                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                            -------------------------------------
                                                                                            (UNAUDITED - EXPRESSED IN US DOLLARS)
                                                                                            -------------------------------------

                                                                                                                      Period from
                                                   For the three-month               For the nine-month                January 25
                                                     periods ended                      periods ended                        2000
                                                      September 30                       September 30              (inception) to
                                           ---------------------------------------------------------------------     September 30
                                                  2003             2002             2003              2002                   2003
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>              <C>              <C>              <C>                 <C>

EXPENSES
      Depreciation                         $            -   $          255   $          782   $             763   $        2,843
      Equipment rental - related parties                -                -                -                   -            8,650
      Compensation                                  1,171           71,357            1,171             260,650          419,271
      Office and miscellaneous                        485            1,477              485               5,120           19,574
      Professional fees                            36,443            5,237           40,734              67,589          145,443
      Rent                                              -                -                -               5,506           19,636
      Transfer, filing and listing                  1,076              680            1,150               2,024           10,279
      Travel and promotion                              -            1,569                -               1,569           24,073
                                           --------------------------------------------------------------------------------------
                                                  (29,175)         (80,593)         (44,322)           (343,221)        (649,769)
OTHER INCOME (EXPENSE)
      Interest income                                   -                -                -                  44            4,333
      Interest expense and other (Note 4)             (36)          (4,352)          (4,188)             (7,797)         (17,877)
      Foreign exchange loss                           (25)             (15)          (1,421)               (190)          (1,421)
      Writedown of capital assets                       -                -           (2,704)                  -           (2,704)
                                           --------------------------------------------------------------------------------------
NET LOSS FROM CONTINUING OPERATIONS               (39,236)         (84,960)         (52,635)           (351,164)        (667,438)
LOSS FROM DISCONTINUED OPERATIONS
(Note 2)                                                -           (2,428)               -            (124,088)        (147,088)
                                           --------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD                    $      (39,236)  $      (87,388)  $      (52,635)  $        (475,252)  $     (814,526)
=================================================================================================================================

LOSS PER SHARE - basic and diluted
      From continuing operations           $        (0.07)  $        (0.15)  $        (0.09)  $           (0.57)  $        (1,38)
      Discontinued operations                       (0.00)           (0.00)           (0.00)              (0.20)           (0.30)
                                           --------------------------------------------------------------------------------------
      AFTER DISCONTINUED OPERATIONS        $        (0.07)  $        (0.15)  $        (0.09)  $           (0.77)  $        (1.68)
=================================================================================================================================

WEIGHTED AVERAGE SHARES OUTSTANDING               586,850          590,111          586,850             620,183          483,328
=================================================================================================================================



                 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
=============================================================================================================

                                                                                    VICTORIA INDUSTRIES, INC.
                                                                                    (FORMERLY ROLLTECH, INC.)
                                                                             (A DEVELOPMENT STAGE ENTERPRISE)
                                                                             --------------------------------
                                                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                        -------------------------------------
                                                                (UNAUDITED - AMOUNTS EXPRESSED IN US DOLLARS)
                                                                ---------------------------------------------

                                                                                                  Period from
                                                                                                   January 25
                                                                 Nine-month periods ended                2000
                                                                       September 30            (inception) to
                                                          -----------------------------------    September 30
                                                                  2003               2002                2003
-------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                <C>                <C>

CASH USED IN OPERATING ACTIVITIES
--------------------------------------------------------
     Net loss from continuing operations for the period   $        (52,635)  $       (351,164)  $   (667,438)
     Adjustments to reconcile net loss from continuing
       operations to net cash in operating activities:
          Depreciation                                                 782                763          2,843
          Interest expense                                               -                  -          1,956
          Shares issued for services                                     -                  -         34,100
          Stock option compensation                                      -            224,650        314,100
          Writedown of capital assets                                2,704                  -          2,704
     Changes in assets and liabilities
          Increase in accounts receivable                           (8,628)                 -         (8,628)
          Decrease in prepaid expenses and deposits                      -                945              -
          Increase in short-term investments                       (44,184)                 -        (44,184)
          Increase (decrease) in accounts payable and
         accrued liabilities                                       (31,376)            79,830         73,509
                                                          ---------------------------------------------------
                                                                  (133,337)           (44,976)      (291,038)
                                                          ---------------------------------------------------
     Loss from discontinued operations                                   -           (124,088)      (147,088)
     Adjustment for non-cash expenses
          Stock option compensation - discontinued                       -             56,100         79,100
                                                          ---------------------------------------------------
                                                                         -            (67,988)       (67,988)
                                                          ---------------------------------------------------
                                                                  (133,337)          (112,964)      (359,026)
                                                          ---------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES
     Shares issued for cash, net of issuance costs                       -                  -        131,250
     Proceeds on loans from related parties                        152,915            100,000        282,915
     Repayment of a loan to a related party                       (100,000)                 -       (130,000)
     Proceeds on convertible notes payable                         337,000                  -        337,000
                                                          ---------------------------------------------------
                                                                   389,915            100,000        621,165
                                                          ---------------------------------------------------
CASH USED IN INVESTING ACTIVITY
     Purchase of property and equipment                                  -                  -         (5,547)
                                                          ---------------------------------------------------
INCREASE (DECREASE) IN CASH                                        256,578            (12,964)       256,592
CASH, beginning of period                                               14             12,991              -
                                                          ---------------------------------------------------
CASH, end of period                                       $        256,592   $             27   $    256,592
=============================================================================================================
SUPPLEMENTAL CASH FLOW INFORMATION (Note 8)


        The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND ABILITY TO CONTINUE OPERATIONS

     The  Company  was  incorporated  on  January 25, 2000 under the laws of the
     State  of  Nevada. The Company was initially involved in the identification
     and  acquisition  of  marketing  licenses  for high technology manufactured
     products.  In February 2001, the Company terminated its involvement in this
     business  and  sought  new  business  opportunities. On March 13, 2002, the
     Company  acquired  certain  property and equipment and a license to certain
     intellectual  property  to  produce salmon caviar and salmon caviar-related
     products. The processing and sale of caviar and caviar-related products was
     the  Company's  primary  business from late March 2002 until June 2002. The
     Company  terminated  its  involvement  in  the  caviar  business,  returned
     remaining  assets  and  settled  liabilities of the caviar business, became
     inactive  and  was searching for new business opportunities. The results of
     operations  for  the  caviar  business  are  presented  in  these financial
     statements  as  discontinued  operations  (Note  2).

     In  September  2002,  the  Company  established  a  wholly-owned subsidiary
     (Victoria Resources, Inc. ("VRI")) in the State of New York for the purpose
     of  pursuing  opportunities in the lumber resource sector. VRI controls two
     Russian  entities  which  it  plans  to  operate  in  the commercial lumber
     industry  in  the  Tomsk  region  of  Western Siberia. Victoria Lumber is a
     wholly-owned  Russian  subsidiary  of  VRI  established  for the purpose of
     trading  in forestry products in Russia. VRI also entered into an agreement
     with a Russian company whereby VRI owns a 51% interest in Victoria Siberian
     Wood.  At  September 30, 2003, the Company has not yet commenced operations
     in  Russia.

     Upon  consolidation,  all  intercompany  transactions  and  balances  were
     eliminated.  Monetary  balances  denominated  in  foreign  currencies  were
     translated  to  US  dollars  using  the rate in effect at the balance sheet
     date.  The effect of any change in exchange rate from that in effect on the
     transaction  date  is  charged to the Consolidated Statement of Operations.

     The  interim  financial statements included herein, presented in accordance
     with  United  States generally accepted accounting principles and stated in
     US  dollars,  have been prepared by the Company, without audit, pursuant to
     the  rules  and  regulations  of  the  Securities  and Exchange Commission.
     Certain information and footnote disclosures normally included in financial
     statements  prepared  in  accordance  with  generally  accepted  accounting
     principles  have  been  condensed  or  omitted  pursuant  to such rules and
     regulations,  although  the  Company  believes  that  the  disclosures  are
     adequate  to  make  the  information  presented  not  misleading.

     These  financial  statements  reflect all adjustments, consisting of normal
     recurring  adjustments,  which  in the opinion of management, are necessary
     for fair presentation of the information contained therein. It is suggested
     that  these  interim  financial  statements be read in conjunction with the
     audited  financial  statements  of the Company for the years ended December
     31,  2002  and  2001  included  in  the Company's 10-KSB Annual Report. The
     Company  follows the same accounting policies in the preparation of interim
     reports.

     Results  of operations for the interim periods are not indicative of annual
     results.


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

1.   NATURE OF BUSINESS AND ABILITY TO CONTINUE OPERATIONS - CONTINUED

     These  accompanying  financial  statements  have  been  prepared on a going
     concern  basis,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of  liabilities  and  commitments  in  the  normal  course of
     business.  As  at September 30, 2003, the Company has recognized no revenue
     and  has  accumulated operating losses of $814,526 since its inception. The
     continuation  of  the  Company  is  dependent upon the continuing financial
     support  of creditors and stockholders, actively pursuing the Company's new
     business,  obtaining  long-term financing as well as achieving a profitable
     level  of  operations.  Management plans to raise equity capital to finance
     the  current  cash requirements of the Company. Capital raised will be used
     to  further  the  new  business venture. While the Company is expending its
     best  efforts  to  achieve  the above plans, there is no assurance that any
     such  activity  will  generate funds that will be available for operations.

     These  conditions  raise  substantial  doubt about the Company's ability to
     continue  as a going concern. These financial statements do not include any
     adjustments  relating  to the recoverability and classification of recorded
     asset amounts or amounts and classification of liabilities that might arise
     from  this  uncertainty.

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

2.   DISCONTINUED OPERATIONS

     On March 13, 2002, the Company (through its newly-incorporated wholly-owned
     subsidiary,  Golden  Caviar  Corp.) acquired certain property and equipment
     and a license to certain intellectual property to produce salmon caviar and
     salmon  caviar products. The license was a world-wide and exclusive license
     to use certain intellectual property that is subject to a number of Russian
     patents  as  well  as  other  intellectual  property  (including  certain
     proprietary  recipes)  with  respect to the production of salmon caviar and
     salmon  caviar  products.

     In  exchange  for  the  licence  (having  no specified expiry), the Company
     issued  (on  April  3,  2002)  100,000,  fully-vested,  non-forfeitable,
     restricted shares of the Company to the Licensor. The value assigned to the
     common  stock  and  license of $110,000 was based upon the trading price of
     the  Company's  common  stock  around  the  time  the terms were agreed to.

     In  June  2002, the Company decided to discontinue its caviar business over
     an  unresolvable  dispute  with  the licensor. On July 3, 2002, the Company
     signed  an  agreement  with  the  licensor  to  terminate  the  above-noted
     acquisition.  The  termination  of  the agreement resulted in the return or
     cancellation  of  the  above-mentioned  property  and  equipment,  license,
     unsecured  note  payable,  the  100,000 issued common shares of the Company
     (returned  and  cancelled  in  July  2002),  employment  agreement with the
     licensor,  the  stock  options  issued  to  the  licensor,  and  all  the
     commitments.


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

2.   DISCONTINUED OPERATIONS - CONTINUED

     The  financial  results  of  the  caviar  business have been segregated and
     presented as discontinued operations in the Statements of Operations. There
     were no net assets of the discontinued operation remaining at September 30,
     2003  or December 31, 2002. The loss from discontinued operations presented
     on  the Statement of Operations consists of expenses incurred in the caviar
     business from April 1, 2002 until September 30, 2002. No revenue was earned
     from  the  caviar  business.  There  was no gain or loss on disposal of the
     caviar  business.  The trading value of the Company's common stock exceeded
     the  value  of  the  returned  assets  at  the  date  of  cancellation.

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

3.   STOCK-BASED COMPENSATION

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

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation", requires the
     Company  to  provide  pro-forma  information  regarding  net  income  as if
     compensation  cost  for  the Company's stock options had been determined in
     accordance with the fair value based method prescribed in SFAS No. 123. The
     value  of  stock  options  granted  to  consultants  is recognized in these
     consolidated  financial  statements  as  compensation  expense  using  the
     Black-Scholes  option  pricing  model.

     Compensation  expense is remeasured on a quarterly basis until fully vested
     for  options  not  vested  on  the  grant  date.

     The  Company does not plan to adopt the fair value method of accounting for
     stock-based  compensation  awarded  to employees. There was no compensation
     expense recognized during the nine months ended September 30, 2003 and 2002
     or  required  to  be  disclosed  on  a  pro-forma  basis.

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

4.   RELATED PARTY TRANSACTIONS

     Related  party  transactions with two of the Company's former directors not
     disclosed  elsewhere  in  these  consolidated  financial  statements are as
     follows:

                                                      Nine-months ended
                                                        September 30
                                                      2003         2002
                                                 ---------------------------

       Compensation                              $          -  $      36,600
       Interest expense                                 4,152          7,797
                                                 ---------------------------
                                                 $      4,152  $      44,397
                                                 ===========================


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

4.   RELATED PARTY TRANSACTIONS

     Related  party  transactions are recorded at the exchange amount, being the
     amount  established  and  agreed  to  by  the  related  parties.

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

5.   DUE TO RELATED PARTIES

     a)   During  2002, the Company obtained loans from the two former directors
          totaling  $100,000, bearing interest at 15% per annum and repayable on
          demand.  The loans, by way of promissory notes, were collateralized by
          a  security interest over all the Company's present and after-acquired
          property.  In  June  2003, in connection with a change in control, the
          Company  obtained  loans  from  the  incoming stockholders, through an
          intermediary  to repay in full the loans from the former directors and
          certain  other  amounts  owed  to  them.

     b)   Certain  other  amounts  due  to  these former directors in respect of
          expenses  requiring  reimbursement  and  unpaid  management  fees were
          unsecured, non-interest bearing and repayable on demand. In June 2003,
          the  former  directors assigned other amounts payable totaling $52,914
          (December  31,  2002 - $50,015) to the new controlling stockholders in
          connection  with  the  change  of  control  (Note  5(c)).

     c)   In  respect of the above noted change of control, a promissory note in
          the  amount  of $205,824 has been issued, by the Company, comprised as
          follows:

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30       December 31
                                                              2003              2002
                                                   ---------------------------------
<S>                                                <C>              <C>

    Advances to the Company on change of control   $       142,910  $              -
    Assignment of related party accounts payable            52,914                 -
    Other advances                                          10,000                 -
    Loans receivable (a)                                         -           100,000
                                                   ---------------------------------
                                                   $       205,824  $        100,000
                                                   =================================
</TABLE>

     The  Company  issued  to  the new controlling stockholder a promissory note
     which  is  due  on  demand  and  bears  no  interest.

     The Company bears no indebtedness to the former controlling stockholders at
     September  30,  2003.


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

6.   STOCK OPTIONS

     During  2001,  the Company established its 2001 Stock Option Plan, covering
     100,000  shares of common stock. The Plan provides stock-based compensation
     to  consultants,  directors  and other advisors of the Company. The term of
     the options granted under the Plan must not be more than ten years from the
     date  of  grant.

     On  March  18,  2002,  the  Company granted 60,000 stock options to various
     employees,  directors and consultants having an exercise price of $5.10 per
     option  and  expiring in five or ten years. Such options vest in accordance
     with  the  Company's  2001  Stock  Option  Plan,  depending  on the type of
     optionee.  Pursuant to the settlement agreement with the licensor (Note 2),
     10,000  options  were  cancelled in July 2002. A further 6,000 options were
     cancelled  in  December  2002.  At  December 31, 2002, 44,000 stock options
     remained  outstanding, all of which were exercisable. During the nine-month
     period  ended September 30, 2003, all outstanding options were cancelled as
     a  result  of  the change of control (Note 5). As at September 30, 2003, no
     new  options  have  been  issued.

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

7.   CONVERTIBLE NOTES PAYABLE

     On September 30, 2003, the Company issued $337,000 of Convertible Notes due
     September 30, 2005 and bearing interest at 10% per annum payable quarterly.
     The  convertible  notes  are  unsecured.

     The  notes  are  immediately  convertible at the option of the holders into
     shares  of  common stock of the Company at a conversion price of $0.10. The
     convertible  notes  payable  are  accounted  for under Emerging Issues Task
     Force  Release  No. 00-27 which requires a beneficial conversion feature to
     be  calculated.  As  a  result  of  the  issuance  of  convertible notes, a
     beneficial conversion feature of $337,000 was recorded as a discount to the
     convertible  notes  in  the  period  ended  September  30,  2003.

     The  value  ascribed to the beneficial conversion feature are recorded as a
     debt  discount  and  will be amortized to interest expense over the term of
     the  related debt using the effective interest rate method. Upon conversion
     of  the  underlying  debt  into  common  stock,  a  pro-rata  share  of the
     unamortized  debt  discount  will  be  recorded  as  interest  expense.  No
     amortization  was  recorded  during  the  period  ended September 30, 2003.

     The  convertible  notes  payable  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                                       Face              Carrying
                                                      Amount   Discount    Value
                                                     ----------------------------
<S>                                                  <C>       <C>        <C>

  Balance at, and issued on, September 30, 2003      $337,000  $ 337,000  $     -
                                                     ============================
</TABLE>

     Subsequent  to September 30, 2003, the Company received additional proceeds
     of  $495,000  in  connection with a financing which is expected to have the
     same  terms and conditions as the convertible notes issued on September 30,
     2003.


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
8.   SUPPLEMENTAL CASH FLOW INFORMATION

                                                                                     Cumulative
                                                                                           from
                                                                                     January 25
                                                                                           2000
                                                     Nine-month periods ended    (inception) to
                                                             September 30          September 30
-----------------------------------------------------------------------------------------------
                                                         2003             2002          2003
<S>                                                 <C>            <C>            <C>

       Interest and taxes paid                      $           -  $          -   $          -
       Non-cash operating, investing and financing
         activities
           Assignment of accounts payable           $      52,914  $          -   $     52,914
           Shares issued in exchange for services   $           -  $          -   $     34,100
           Purchase of property and equipment in
             exchange for note payable              $           -  $    249,000   $    249,000
           Cancellation of note payable for
             purchase of property and equipment     $           -  $   (249,000)  $   (249,000)
           Purchase of license in exchange for
             common shares                          $           -  $    110,000   $    110,000
           Cancellation of license and common
             shares                                 $           -  $   (110,000)  $   (110,000)
           Stock option compensation                $           -  $    280,750   $    393,200
           Beneficial conversion feature on
             convertible notes                      $     337,000  $          -   $    337,000
</TABLE>

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

9.   SUBSEQUENT EVENT

     In  October  2003,  the  Company  effected  a 10:1 reverse stock split. The
     effect  of  this  reverse stock split has been reflected in these financial
     statements  and the comparative figures have been retroactively adjusted in
     this  regard.


<PAGE>
================================================================================

                                                       VICTORIA INDUSTRIES, INC.
                                                       (FORMERLY ROLLTECH, INC.)
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                           (UNAUDITED - EXPRESSED IN US DOLLARS)


SEPTEMBER 30, 2003 AND 2002
--------------------------------------------------------------------------------

10.  NEW ACCOUNTING PRONOUNCEMENT

     On  May  15, 2003, the Financial Accounting Standards Board ("FASB") issued
     Statement  of  Financial Accounting Standards ("SFAS") No. 150, "Accounting
     for  Certain Financial Instruments with Characteristics of both Liabilities
     and  Equity".  SFAS  No.  150  changes the accounting for certain financial
     instruments  that,  under  previous guidance, could be classified as equity
     (or  assets  in some circumstances) in the statement of financial position.
     Further,  SFAS  No.  150  requires  disclosure regarding the terms of those
     instruments  and  settlement alternatives. SFAS No. 150 affects an entity's
     classification  of  the  following freestanding instruments: a) Mandatorily
     redeemable  instruments  b) financial instruments to repurchase an entity's
     own  equity instruments c) financial instruments embodying obligations that
     the  issuer  must or could choose to settle by issuing a variable number of
     its shares or other equity instruments based solely on (i) a fixed monetary
     amount  known  at inception or (ii) something other than changes in its own
     equity  instruments (d) SFAS No. 150 does not apply to features embedded in
     a  financial  instrument  that  is  not  a  derivative in its entirety. The
     guidance  in  SFAS  No.  150  is  generally  effective  for  all  financial
     instruments  entered  into  or  modified  after  May  31,  2003,  and it is
     otherwise  effective at the beginning of the first interim period beginning
     after  June  15,  2003.

     The  adoption  of these new standards did not have a material effect on the
     Company's  financial  statements.

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

11.  COMPARATIVE AMOUNTS

     Certain  comparative  amounts  have  been  reclassified to conform with the
     current  period's  presentation.


                                      F-10
<PAGE>
ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
            OPERATION

FORWARD-LOOKING  STATEMENTS

This  quarterly  report  contains  forward-looking  statements  as  that term is
defined  in  the  Private  Securities  Litigation  Reform  Act  of  1995.  These
statements  relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will",  "should",  "expects",  "plans", "anticipates", "believes", "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or other
comparable  terminology. These statements are only predictions and involve known
and  unknown  risks, uncertainties and other factors, including the risks in the
section  entitled  "Risk  Factors",  that may cause our or our industry's actual
results,  levels  of  activity,  performance  or  achievements  to be materially
different  from  any  future  results,  levels  of  activity,  performance  or
achievements  expressed  or  implied  by  these  forward-looking  statements.

Although  we  believe  that  the  expectations  reflected in the forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance  or  achievements.  Except as required by applicable law,
including  the  securities laws of the United States, we do not intend to update
any  of  the  forward-looking  statements  to conform these statements to actual
results.

As  used  in  this quarterly report, the terms "we", "us", "our", and "Victoria"
mean  Victoria  Industries,  Inc.,  unless  otherwise  indicated.

All  dollar  amounts  refer  to  US  dollars  unless  otherwise  indicated.

The  following  discussion  should  be  read  in  conjunction with our financial
statements and the related notes that appear elsewhere in this quarterly report.
The  following  discussion  contains forward-looking statements that reflect our
plans,  estimates  and  beliefs. Our actual results could differ materially from
those  discussed  in the forward-looking statements. Factors that could cause or
contribute  to such differences include, but are not limited to, those discussed
below  and  elsewhere  in  this  quarterly  report,  particularly in the section
entitled  "Risk  Factors".

GENERAL

Our  company was incorporated on January 25, 2000 under the laws of the State of
Nevada.  We  were  initially  focused  on  the identification and acquisition of
marketing  licenses  for  high  technology  manufactured products. We planned to
develop  a  business-to-business manufacturing technology interactive website to
facilitate  the  marketing  of  any  products that we succeeded in licensing. In
February,  2000,  as  an  initial marketing project, we entered into a marketing
license  agreement  pursuant  to  which  we were granted an exclusive license to
market  a  proprietary  solid-state  graphite-based  lubricant.  As  a result of
difficulties  experienced in marketing the lubricant, high costs and poor market
conditions,  we  were  unable  to  obtain adequate financing to proceed with the
execution  of  our  plans,  including  the  development  and  launch  of  our
business-to-business  website.  Effective  February  1,  2001, we terminated our
marketing  license  agreement  for


                                                                               3
<PAGE>
the  lubricant,  and refocused on efforts in seeking new business opportunities,
operating  as  a  "blank  check"  company.

On  March  13,  2002,  acting through our wholly-owned subsidiary, Golden Caviar
Corp.,  we  entered  into an arm's length agreement with Dr. Vyacheslav Sova and
Sea  Technology  Enterprise,  LLC,  a  Washington  limited  liability  company
controlled by Dr. Sova, pursuant to which Golden Caviar Corp. agreed to purchase
certain  assets  from  Sea  Technology  and  to  acquire an exclusive license to
certain  intellectual  property  from Dr. Sova. The transactions contemplated in
this  Agreement  closed  on  March 13, 2002. The assets that Golden Caviar Corp.
purchased  from  Sea Technology consisted of equipment that would have, together
with  the  technology  licensed  by  Dr.  Sova, permitted Golden Caviar Corp. to
produce  salmon  caviar  and  salmon  caviar products. The license that Dr. Sova
granted  to  Golden  Caviar  Corp.  was a worldwide and exclusive license to use
certain  intellectual  property  that  is  the  subject  of  a number of Russian
patents,  as  well as other intellectual property (including certain proprietary
recipes)  with  respect  to  the  production  of salmon caviar and salmon caviar
products.  Since  the  closing  of  the  transactions  with  Dr.  Sova  and  Sea
Technology  Enterprise,  LLC,  we  were  working  towards  establishing  our
infrastructure  and  entering  into  key  supply  relationships with the view to
commencing  primary  processing  of  salmon  caviar  in  June  2002.

On  June  27,  2002,  we  filed a report on Form 8-K announcing that on June 27,
2002,  Golden  Caviar  Corp., our wholly-owned subsidiary, discontinued proposed
business  operations with Dr. Vyacheslav Sova, Sea Technology Enterprise, LLC, a
limited  liability  company formed under the laws of the State of Washington and
controlled by Dr. Sova. (Detailed report on Form 8-K filed on June 27, 2002). On
July  3,  2002, Rolltech and our wholly-owned subsidiary, Golden Caviar, entered
into  Agreement  with  Dr.  Sova  and Sea Technology to release from any and all
claims  which  could  arise  from  any of the agreements or relationships by and
between Golden Caviar, Rolltech, Sova and Sea Technology. Concurrently, Rolltech
and  its  wholly-owned  subsidiary, Golden Caviar entered into to Agreement with
Oleg  Ordinartsev  and the Law Office of Oleg Ordinartsev PLLC forever discharge
each  other  of  any and all claims, demands, and causes of action of whatsoever
kind,  nature  or  description,  whether  past,  present  or  future.

Effective  June  27,  2002  we  have begun to refocus our efforts in seeking new
business  opportunities.

In  the  financial  statements for the nine months ended September 30, 2003, the
caviar business has been segregated and presented as a "discontinued operation".
The agreements reached on July 3, 2002 resulted in the return or cancellation of
the  property  and equipment purchased, the license, the unsecured note payable,
the  1  million (pre-consolidation) common shares previously issued to Dr. Sova,
the  employment  agreement  with Dr. Sova, stock options granted to Dr. Sova and
all  commitments  previously  entered  into  by  our  company.  No  revenue  was
recognized  from  the  caviar business during the period of time we operated it.

On  June  11,  2003,  the  Company  entered into a Stock Purchase Agreement with
Michael  Scheglov  and  sold  the  Company's  subsidiary,  Golden Caviar, to Mr.
Scheglov  for  consideration of $1.00 (one dollar).  At the time of sale, Golden
Caviar  had  no  assets  or  liabilities  and  was  inactive.


                                                                               4
<PAGE>
On  September  9,  2003,  the  Company filed a Preliminary Information Statement
pursuant  to  Section  14(c) of the Act reporting on the following actions taken
pursuant  to  the  Nevada  Revised  Statutes  Chapter  78,  without a meeting of
shareholders:

     1.   Amend  the  Company's  Certificate  of  Incorporation  to  change  the
          Company's  name  to  "Victoria  Industries,  Inc"

     2.   To  effectuate  a  10-1  reverse  stock  split  for  all the Company's
          outstanding  shares,  effective  October  14,  2003

On September 10, 2003, the Company filed a current report on Form 8-K under Item
5,  Other  Events  and  Regulation  FD  Disclosure announcing the formation of a
wholly  owned  subsidiary, Victoria Resources, Inc. in the State of New York for
the  purpose  of  carrying  on  business  in  the  resource  sector.

On  September  19,  2003,  the  Company filed a Definitive Information Statement
pursuant  to  Section  14(c)  of  the  Act in substantially the same form as the
Preliminary  Statement.

During  September  2003,  the Company also established two Russian subsidiaries.
Victoria  Siberian  Wood  (Victoria  Sibwood)  is  51%  owned  by  the Company's
subsidiary,  Victoria  Resources,  Inc.  and  49%  owned  by a Russian partner -
Tomlesprominvest.  Tomlesprominvest  has  a  significant  presence  in the Tomsk
region  and  has  access  to  logging  companies  and  processing  facilities.

Victoria  Siberian  Wood's  subscribed capital amounts to $1 million. During the
Quarter  under  review,  Victoria  Resources  contributed $200,000 into Victoria
Sibwood. The total subscribed capital of Victoria Sibwood amounts to the Russian
Ruble  equivalent  of  $1,000,000.  In  accordance  with  the  articles  of
incorporation,  Victoria  Resources  shall  contribute  a total of $510,000 into
Victoria  Sibwood.  In  accordance  with  the  articles  of  incorporation,
Tomlesprominvest  shall  contribute  $490,000  into Victoria Sibwood by February
15th, 2004. The funds contributed by Victoria Resources shall be used to finance
Victoria  Sibwood's  working  capital.

Victoria  Lumber  is  a  wholly  owned  subsidiary  of  Victoria Resources, Inc.
Victoria  Siberian Wood is based in Novosibirsk, Russia, and was established for
the purpose of trading in forestry products in Russia.  Victoria Lumber was also
established  for the same purpose, but will operate as a wholly owned subsidiary
rather  than  a partnership. The company intends to source the forestry products
from  the  Tomsk  region  in  Western  Siberia.

There  are  seven  species  of  trees  in  the  Tomsk region that are considered
commercial  species  including  five  softwood  conifer species and two hardwood
species.  The  conifer species are fir (Abics sibirica), spruce (Picea obovata),
larch  (larix  sibirica),  Scots  Pine  (Pinus  sylvesteris) and Kedr or (Cedar)
(Pinus  sibirica).  The  US  equivalent  for  Cedar  is a five-needle white pine
comparable  to  the  white  fir and spruce grown in the United States. The larch
species  also  grows  in  the  US and has properties similar to Douglas fir. The
hardwood  species, birch (Betula


                                                                               5
<PAGE>
pendula) and aspen (Populus tremula), which are also similar to the white birch,
that  grow  in  the United States. The actual productive forestland of the Tomsk
resource  region is 43.25 million acres (17.5 million) hectares or approximately
56%  of  the  gross  land  area.

The  Company  has  identified  a  number  of  export  opportunities for forestry
products  originating from Russia. The main destinations of such exports include
the  United  States,  Japan,  South  Korea  and  Western  Europe. The Company is
conducting preliminary negotiations with potential buyers of the products in the
key  target  countries.  No  assurance  can  be  given  as  to  if and when such
preliminary  negotiations  may materialize into specific indications of interest
and  contracts.

Initially,  the  Company  shall  not  have its own manufacturing capacities. The
Company  will  seek  orders  from  domestic  and  local customers and source the
products  from  the  suppliers  in  Tomsk region. At the initial period the main
operating  costs  incurred  by  the  Company  will  consist of purchasing costs,
in-land  transportation  expenses  if  products  are  delivered on FOB basis and
commissions.

The Company, including its subsidiaries,  currently has a staff of four.  As our
operations  expand  we  may  need  to  recruit  additional  staff.

PLAN  OF  OPERATION
-------------------

During the Quarter we made a decision to pursue the forestry business in Siberia
known  as  the  source  of  premium  timber  highly  sought in the West. We have
identified  strategic  investors who contributed funds to the Company to finance
our  new  business  at  its  initial  stages. On September 30, 2003, the Company
raised  $337,000  in  financing for the operations of Victoria Siberian Wood via
the  issuance  of  10% Convertible notes payable due on September 30, 2005.  The
financing  was  contributed  by High Peaks Corporation in the amount of $90,000,
Stockwell,  Inc.  in  the  amount  of  97,000,  Inverness, Inc. in the amount of
$80,000  and  Mr.  Victor  Kislinskii in the amount of $70,000. All of the above
parties  are  significant  shareholders in the Company.  Subsequent to September
30,  2003,  we  raised  a further $495,000 under similar terms.  The Convertible
notes  are  immediately  convertible into common stock of our company at a ratio
$0.10  per  share.  The  Company  intends  to  use  these  proceeds  to commence
development  of  the  business  of  lumber  brokering in Russia through Victoria
Sibwood and to develop the business of Victoria Lumber in Russia. The operations
of  the  Company  have  previously  been financed through private placements and
loans.  Initially, the Company plans to purchase logs, lumber and other forestry
products  from  the  local  suppliers  directly  and through the local partner -
Tomlesprominvest.  Initially,  the company will not be engaged in any processing
and  will operate as an intermediary either as a broker or as a dealer by taking
title  to the goods. However, there can be no assurance that the Company will be
able  to  generate  such  sales.

Neither the Company nor its subsidiaries currently own or lease any timberlands,
the Company may, in the future, consider the possibility of taking out a license
on certain timberlands. The Company does not currently own any lumber processing
facilities  and  may  subcontract the processing to other companies. The Company
may, in the future, consider the possibility of acquiring a stake in an existing
or  establishing  a  new processing facility. No assurance can be


                                                                               6
<PAGE>
given  that  the  Company will eventually own or lease timberlands or processing
capacities.  No specific timing has been assigned to such possible transactions.

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

Results  of  Operations
-----------------------

During  the  nine-month  period  ended  September 30, 2003, the Company incurred
expenses  of $52,635, largely consisting of professional fees in maintaining the
Company's public company status on the NASD Over the Counter Bulletin Board  and
in  changes  made  to  the  corporate  structure.

Cash  Requirements
------------------

The  Company  anticipates  it  will require $1,000,000 to sustain operations and
develop  its  subsidiaries  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. If additional funds are raised
by  the  issuance  of  debt  or  other  equity instruments, we may be subject to
certain  limitations in our operations, and issuance of such securities may have
rights senior to those of the then existing holders of common stock. If adequate
funds  are  not available or not available on acceptable terms, we may be unable
to  finance  our  proposed  business  ventures  in  Russia.

Liquidity And Capital Resources
-------------------------------

Since inception, the Company has financed its operations from private financing.
The  Company  suffered operating losses of $52,635  during the nine months ended
September  30,  2003  as  discussed  above.  The  Company anticipates continuing
losses  in  the  near  future while its subsidiaries (Victoria Siberian Wood and
Victoria  Lumber)  establish  operations  in  Russia.

As  of  September  30, 2003 the Company had total current assets of $309,404 and
total  current  liabilities of $226,424 (including $205,824 due to 5 significant
stockholders  of  our  company)  for working capital of $82,980 as compared to a
working  capital  deficiency  of  $204,871 at December 31, 2002. The substantial
reason  for  the  change  was  the  receipt on September 30, 2003 of $337,000 on
issuance  of  10%  convertible notes payable (terms discussed above). The amount
due  to  the significant stockholders is unsecured, non-interest bearing without
specified  terms  of  repayment.


Financing
---------

The Company's capital requirements will be significant as it launches operations
as  discussed  above.

The  Company has raised $337,000 from related parties during the quarter through
debt  private  placement  subscription agreements. A further $495,000 was raised
under  similar  terms  subsequent  to  September  30,  2003.


                                                                               7
<PAGE>
Because the conversion price on these notes was less than market on the issuance
date,  the beneficial conversion feature has been calculated and recorded in our
consolidated  financial  statements  as  a  discount  to  the  face value of the
convertible  note  liability.  The entire face value of the note was assigned to
the  beneficial  conversion feature such that the net liability appearing in our
financial  statements  at  September  30,  2003  was Nil.  This discount will be
amortized  to  income over the two-year term of the notes as additional interest
expense.

Going  Concern
--------------

These  financial  statements  have  been prepared on a going concern basis which
assumes that adequate sources of financing will be obtained as required and that
our  assets  will  be realized and liabilities settled in the ordinary course of
business.  Accordingly,  these  consolidated financial statements do not include
any  adjustments  related  to the recoverability of assets and classification of
assets  and  liabilities that might be necessary should we be unable to continue
as  a going concern.  In order for us to continue as a going concern, we require
additional  financing.  There can be no assurance that additional financing will
be  available  to  us  when  needed or, if available, that it can be obtained on
commercially  reasonable  terms.  If  we  are  not  able  to continue as a going
concern,  we  would likely be unable to realize the carrying value of our assets
reflected  in  the  balances set out in the preparation of financial statements.
There  is  substantial doubt about our ability to continue as a going concern as
we  are  just  commencing  operations  in  Russia  and  have  incurred recurring
operating  losses  since  our  inception.  Accordingly, our independent auditors
included  an  explanatory  paragraph  in  their  report on the December 31, 2002
financial statements regarding concerns about our ability to continue as a going
concern.  Our  financial  statements  contain  additional  note  disclosures
describing  the  circumstances  that  lead to this disclosure by our independent
auditors

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.

New  Accounting  Pronouncement

On May 15, 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS No. 150 changes the accounting for certain financial instruments
that, under previous guidance, could be classified as equity or "mezzanine"
equity, by now requiring those instruments to be classified as liabilities (or
assets in some circumstances) in the statement of financial position. Further,
SFAS No. 150 requires disclosure regarding the terms of those instruments and
settlement alternatives. SFAS


                                                                               8
<PAGE>
No.  150  affects  an  entity's  classification  of  the  following freestanding
instruments:  a)  Mandatorily redeemable instruments b) Financial instruments to
repurchase an entity's own equity instruments c) Financial instruments embodying
obligations that the issuer must or could choose to settle by issuing a variable
number  of  its  shares  or other equity instruments based solely on (i) a fixed
monetary  amount  known at inception or (ii) something other than changes in its
own  equity instruments d) SFAS No. 150 does not apply to features embedded in a
financial  instrument  that is not a derivative in its entirety. The guidance in
SFAS  No.  150 is generally effective for all financial instruments entered into
or  modified  after May 31, 2003, and is otherwise effective at the beginning of
the  first  interim  period beginning after June 15, 2003. The implementation of
these new standards did not have a material effect on our consolidated financial
statements.

RISK  FACTORS
-------------

Much  of  the information included in this registration statement 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 the initial expansion of our
new  forestry business. Prospective investors should consider carefully the risk
factors  set  out  below.

Limited  operating  history;  anticipated losses; uncertainly 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
forestry products industry, which is characterized by intense competition, rapid
technological  change,  highly litigious competitors and significant regulation.

Limited  public  market,  possible  volatility  of  share  price.


                                                                               9
<PAGE>
The  Company's  Common  Stock is currently quoted on the NASD OTC Bulletin Board
under the ticker symbol VIIN.  As of November 11, 2003, there were approximately
586,850  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.

Political  Risks

Russia  is  one  of  the world's leading commodity exporters. Since 2000 foreign
direct  investment  in  Russia has been steadily increasing as a result of lower
taxation  and  improved  transparency,  with  the  commodity  sector  being  the
recipient  of  a major part of this investment. Nevertheless, the Russian market
and  political environment is currently in the state of flux. The government may
impose  taxes,  duties,  quotas  or  restrictions  at  any time which would make
operations  unprofitable  and  infeasible  and  cause  a  write-off  of  capital
investment  in  Russian  lumber  opportunities.

A number of factors, beyond the Company's control and the effect of which cannot
be  accurately  predicted  may  affect  the  marketing  of  the Company's lumber
operations.  These  factors  include  political  policy  on  foreign  ownership,
continued  readiness  to  extend  acceptable  terms  to  foreign  investors, and
political  policy  on  lumber  exports.

Risks  Associated  with  International  Markets

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

Key  Personnel

Although  none  of  our  present officers or directors are key to our continuing
operations, we rely upon the continued service and performance of these officers
and  directors, and our future success depends on the retention of these people,
whose knowledge of our business and whose technical expertise would be difficult
to  replace.  At  this  time,  none  of  our  officers or directors are


                                                                              10
<PAGE>
bound  by  employment  agreements, and as a result, any of them could leave with
little  or  no  prior  notice.

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

Lack  of  Diversification

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

Regulation

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

Exposure  to  Natural  Disasters

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

"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.


                                                                              11
<PAGE>
Possible  Volatility  of  Share  Prices

Our common shares are currently publicly traded on the Over-the-Counter Bulletin
Board  service  of  the  National  Association  of  Securities Dealers, Inc. The
trading  price  of  our  common  shares  has  been subject to wide fluctuations.
Trading  prices  of  our  common shares may fluctuate in response to a number of
factors,  many  of  which  will  be  beyond  our  control.  The stock market has
generally experienced extreme price and volume fluctuations that have often been
unrelated  or disproportionate to the operating performance of companies with no
current  business  operation.  There can be no assurance that trading prices and
price  earnings  ratios  previously  experienced  by  our  common shares will be
matched  or  maintained.  These  broad market and industry factors may adversely
affect  the  market  price  of  our  common  shares, regardless of our operating
performance.

In  the past, following periods of volatility in the market price of a company's
securities,  securities  class-action litigation has often been instituted. Such
litigation,  if  instituted,  could  result  in  substantial  costs for us and a
diversion  of  management's  attention  and  resources.

Indemnification  of  Directors,  Officers  and  Others
------------------------------------------------------

Our  by-laws  contain  provisions  with  respect  to  the indemnification of our
officers  and  directors  against  all  expenses (including, without limitation,
attorneys'  fees,  judgments, fines, settlements, and other amounts actually and
reasonably  incurred  in connection with any proceeding arising by reason of the
fact that the person is one of our officers or directors) incurred by an officer
or  director in defending any such proceeding to the maximum extent permitted by
Nevada  law.

Insofar  as  indemnification for liabilities arising under the Securities Act of
1933  may  be  permitted  to  directors, officers and controlling persons of our
company  under  Nevada law or otherwise, we have been advised the opinion of the
Securities  and  Exchange  Commission  is  that  such indemnification is against
public  policy  as  expressed  in  the Securities Act of 1933 and is, therefore,
unenforceable.

Future  Dilution
----------------

Our  constating  documents  authorize  the issuance of 75,000,000 common shares,
each  with a par value of $0.001. In the event that we are required to issue any
additional  shares  or  enter into private placements to raise financing through
the  sale  of  equity  securities,  investors'  interests in our 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.


                                                                              12
<PAGE>
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  3.     CONTROLS  AND  PROCEDURES

The  registrant's  Principal  executive  officer, based on his evaluation of the
registrant's  disclosure controls and procedures (as defined in Rules 13a-14 ( c
) of the Securities Exchange Act of 1934) as of September 30, 2003 has concluded
that  the  registrants'  disclosure  controls  and  procedures  are adequate and
effective to ensure that material information relating to the registrant and its
consolidated subsidiaries is recorded, processed, summarized and reported within
the  time  periods  specified by the SEC' s rules and forms, particularly during
the  period  in  which  this  quarterly  report  has  been  prepared.

The  registrants'  principal  executive officer has concluded that there were no
significant  changes  in  the registrants' internal controls or in other factors
that  could significantly affect these controls subsequent to September 30, 2003
the date of their most recent evaluation of such controls, and that there was no
significant  deficiencies  or  material  weaknesses in the registrant's internal
controls.


                           PART II:  OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  know of no material, active or pending legal proceedings against us, nor are
we  involved  as  a plaintiff in any material proceedings or pending litigation.
There  are no proceedings in which any of our directors, officers or affiliates,
or  any  registered  or  beneficial  shareholders are an adverse party or have a
material  interest  adverse  to  us.

ITEM  2.  CHANGES  IN  SECURITIES.

On  September  19,  2003,  the  Company filed a Definitive Information Statement
pursuant  to  Section  14(c) of the Act reporting the Company's effecting a 10-1
reverse  stock split for all the Company's outstanding shares, effective October
14,  2003.  The action was approved by a majority of shareholders in writing but
without  a  meeting  of  shareholders  pursuant  to  the Nevada Revised Statutes
Chapter  78.  The Company's outstanding shares were 5,868,500 before the reverse
split,  and  are  currently  586,850  as  a result of the consolidation becoming
effective.


                                                                              13
<PAGE>
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 AND REPORTS ON FORM 8-K

     (a)  Exhibits

          3.1  Articles  of  Incorporation  of  the  Registrant*

          3.2  By-laws  of  the  Registrant*

          31   Certification  of  Principal  Executive  and Financial Officer as
               adopted  pursuant  to  Section  302  of the Sarbanes-Oxley Act of
               2002.

          32   Certification  of  Principal  Executive  and  Financial  Officer
               Pursuant  to 18 U.S.C Section 1350 as Adopted Pursuant to Section
               906  of  the  Sarbanes-Oxley  Act  of  2002.

          *    Previously  filed as an exhibit to the Company's Form 10-SB filed
               on  October  4,  2000


     (b)  Reports  on Form 8-K filed during the three months ended September 30,
          2003.

          A  current  report  on  Form  8K  Item  5:  Other  Event,  and Item 6:
          Resignation of Registrant's Directors was filed on September 10, 2003.


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: November 14, 2003                Victoria Industries, Inc.


                                       /s/ Albert  Abdoulline
                                       --------------------------
                                       Albert  Abdoulline
                                       President


                                                                              14
<PAGE>