U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For Annual and Transition Reports pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 (Mark One)

x	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the six months ended

June 30, 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. Employer
incorporation or organization)		Identification Number)

551 Fifth Avenue, Suite 423
New 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 registered
Common 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 x No ¨

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 x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of August 13, 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

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	3

	Balance Sheets – June 30, 2009 and December 31, 2008	3

	Statements of Operations and Comprehensive Income (Loss) - for the six months ended June 30, 2009 and 2008	4

	Statements of Changes in Stockholder’s Equity (Capital Deficit) – June 30, 2008 and December 31, 2008	5

	Statements of Cash Flows - for the six months ended June 30, 2009 and 2008	6

	Notes to Unaudited Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Principal Condition and Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12

Item 4.	Controls and Procedures	14

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	14

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

Item 3.	Defaults upon Senior Securities	14

Item 4.	Submission of Matters to a Vote of Security Holders	14

Item 5.	Other Information	14

Item 6.	Exhibits and Reports on Form 8-K	15

SIGNATURES		16

VICTORIA INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

(Expressed in US Dollars)

	June 30, 2009 (UNAUDITED)			December 31, 2008

TOTAL ASSETS	$	-		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	10,250		$	-
Short-term loans		82,396			82,396
Total current liabilities		92,646			82,396

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 10,558,836 shares issued and outstanding as of June 30, 2009 and December 31, 2008		10,559			10,559
Additional paid-in capital		1,805,745			1,805,745
Accumulated (deficit )		(1,908,950	)		(1,898,700	)
Accumulated other comprehensive (loss) - foreign currency

Total stockholders' equity		(92,646	)		(82,396	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	-		$	-

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

VICTORIA INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars, except share amounts)

	For the six months Ended						Since Return To
	June 30,			June 30,			development
	2009			2008			Stage

OPERATING EXPENSES
Sales, general and administrative	$	-		$	-		$	-
Compensation
Professional fees		(10,250	)		(20,000	)		(63,158	)

OPERATING LOSS		(10,250	)		(20,000	)		(63,158	)

OTHER EXPENSE
Interest expense								-

NET LOSS FROM CONTINUING OPERATIONS		(10,250	)		(20,000	)		(63,158	)

Net Income (Loss)		(10,250	)		(20,000	)		(63,158	)

Other comprehensive income from discontinued operations

COMPREHENSIVE INCOME (LOSS)	$	(10,250	)	$	(20,000	)	$	(63,158	)

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

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 Capital		Accumulated (Deficit)			Total Stockholders’ Equity
	Shares		Amount

December 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 six months								(10,250	)		(10,250	)

June 30, 2009		10,558,836	$	10,559	$	1,805,745	$	(1,908,950	)	$	(92,646	)

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

VICTORIA INDUSTRIES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

	For the six months ended
	June 30,			June 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(10,250	)	$	(20,000	)
Adjustments to reconcile net income (loss)
to net cash in operating activities:
Changes in current assets and liabilities:
Increase (decrease) in accounts payable		10,250			(52,000	)
Cash used in operating activities of continuing operations		-			(72,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Short-term loans received		-			72,000
Cash provided by financing activities		-			72,000

INCREASE (DECREASE) IN CASH:		-			-
CASH, at the beginning of the period		-			-

CASH, at the end of the period	$	-		$	-
Interest paid		-			-
Income tax paid		-			-

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

1. NATURE OF BUSINESS

Victoria Industries, Inc. was incorporated on January 25, 2000 under the laws of the State of Nevada. The principal activities of Victoria Industries, Inc. and its subsidiaries (collectively referred to as the “Company”) as of June 30, 2007 were as follows:

Operating Entity	Principal Activity	Country of incorporation	December 31, 2006

Victoria Industries, Inc.	Holding company	United States of America		-
Victoria Resources, Inc.	Marketing and distribution of forestry products	United States of America		100	%
Victoria Lumber, LLC*	Marketing and distribution of forestry products	Russian Federation		100	%
Coptent Trading Limited *	Marketing and distribution of forestry products	Cyprus		100	%

* Victoria Lumber LLC and Coptent Trading Limited were wholly owned subsidiaries of Victoria Resources, Inc.

Effective from July 1, 2007 the Russian Federation significantly raised the export tariffs for logs and unprocessed lumber that was the main product sold by the Company to its Chinese customers. Another factor that contributed to the erosion of the Company’s competitive position was a sharp strengthening of the Russian Ruble against the US dollar by 8.5% in 2006 and 5.2% during 9 months of 2007. As a result, the Company’s business model became unviable and no deliveries took place in third quarter of 2007. During third quarter of 2007, the Company made multiple attempts to salvage the timber trading business by seeking more favorable pricing terms from its suppliers. However, all these attempts have proved unsuccessful. As a result of the above events, the Company believed that its log and unprocessed timber trading business did not have significant value and decided to dispose of and abandon the entire investment in Victoria Resources, Inc. After the decision was made to dispose of the business, and the transaction terms were negotiated, the disposed segment has been unable to collect its accounts receivable due to the inability of the Company to continue transacting its lumber trading business.

On November 30, 2007, Victoria Industries, Inc. (the “Company”) entered into a Share Exchange Agreement to sell the Company’s entire 100% interest in Victoria Resources, Inc. to certain stockholders of Victoria Industries, Inc. for 406,254 shares of Victoria Industries Inc. In addition, the purchasers have agreed to assume the outstanding loans of Victoria Industries, Inc. which had been incurred on behalf of the Russian timber trading operations. Upon consummation of the transaction, the Company did not have any on-going business operations and returned to the development stage.

The principal executive office of the Company is situated at the following address: 551 Fifth Avenue, Suite 423, New York, NY 10017, USA.

The number of fulltime employees of the Company as at June 30, 2009 and June 30, 2008 amounted to 2 and 1 respectively.

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.

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 June 30, 2009 and December 31, 2008 of $10,250 and $Nil represented unpaid audit and financial printing expenses.

6. SHORT TERM LOANS

Short-term loans as of June 30, 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 June 30, 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 June 30, 2009 and June 30, 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. 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.

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.

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 August 13, 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.

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.

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, 2008. Based upon that evaluation, our Directors, Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective due to the shortage of resources. 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

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

Reports on Form 8-K

None

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

Balance Sheets as of June 30, 2009 and December 31, 2008

Statements of Changes in Stockholders' Equity (Capital Deficit) for the periods ended June 30, 2009 and December 31, 2008.

Statements of Operations and Comprehensive Loss for the six months ended June 30, 2009 and 2008.

Statements of Cash Flows for the six months ended June 30, 2009 and 2008

Notes to the Financial Statements for the six months ended June 30, 2009 and the year ended December 31, 2008.

EXIBITS REQUIRED BY ITEM 601 OF REGULATION S-B

Articles of Incorporation and Corporate Charter of the Registrant* (incorporated by reference from our Registration Statement on Form 10-SB filed on October 4, 2000)

By-laws of the Registrant* (incorporated by reference from our Registration Statement on Form 10-SB filed on October 4, 2000)

Exhibit 31.1 - Section 302 Certification

Exhibit 31.2 - Section 302 Certification

Exhibit 32.1 - Section 906 Certification

Exhibit 32.2 - Section 906 Certification

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

* CERTAIN PARTS OF THIS DOCUMENT HAVE NOT BEEN DISCLOSED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY, SECURITIES AND EXCHANGE COMMISSION, AND IS SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934.

SUBSIDIARIES:

None

SIGNATURES

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

Date: August 13, 2009	Victoria Industries, Inc.

	/s/ Oleg Batratchenko
	Oleg Batratchenko
	President