<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): December 18, 2003
VICTORIA INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Nevada 000-27189 98-0230423
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
551 Fifth Avenue, Suite 601, New York, NY 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 973-0063
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 18, 2003, the Company converted $1,037,824 of its outstanding debt
owed to third parties into common shares of the Company at a price of $0.10 per
share for a total of 10,378,240 shares issued. The shares were issued pursuant
to Section 4(2) and/or Regulation "S" of the Securities Act of 1933 and bear a
restrictive Rule 144 legend to that effect. $832,000 of the outstanding debt
was converted pursuant to various Subordinated Convertible Debentures, $142,910
of the outstanding debt was converted from a Promissory Note, and the remaining
$62,914 of the outstanding debt was converted from various Shareholders Loans to
the Company. The issuance increased the amount of the Company's issued and
outstanding shares to 10,965,090 from 586,850.
The following table sets forth information with respect to ownership or
beneficial ownership of more than five percent (5%), of the Company's
outstanding common shares known by the Company based upon 10,965,090 shares
outstanding after the share issuance:
<TABLE>
<CAPTION>
Title of Name and Address of Amount of Beneficial Percent
Class Beneficial Owner Interest of Class
<S> <C> <C> <C>
Common High Peaks Corporation 941,643 8.6%
556 Main Str. Hunkins Plaza
Charlestown, Nevis
Common Mr. Victor Kislinksii 754,087 6.9%
65 Bratiev Kashirinykh Str.
Cheliabinsk, Russia
Common Stockwell, Inc. 3,775,494 34.4%
556 Main Str. Hunkins Plaza
Charlestown, Nevis
Common Inverness, Inc. 4,048,804 36.5%
556 Main Str. Hunkins Plaza
Charlestown, Nevis
</TABLE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) No financial statements are required to be filed by this item.
(b) Exhibits
<TABLE>
<CAPTION>
<S> <C>
4.1 10% Subordinated Convertible Note dated September 30, 2003 (Victor Kislinskii)
4.2 10% Subordinated Convertible Note dated September 30, 2003 (High Peaks
Corp.)
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4.3 10% Subordinated Convertible Note dated September 30, 2003 (Stockwell Corp.)
4.4 10% Subordinated Convertible Note dated September 30, 2003 (Inverness Inc.)
4.5 Promissory Note dated June 11, 2003
4.6 10% Subordinated Convertible Note dated October 1, 2003 (Inverness Inc.)
4.7 10% Subordinated Convertible Note dated October 1, 2003 (Stockwell Corp.)
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICTORIA INDUSTRIES, INC.
Date: December 18, 2003 /s/ Albert Abdoulline
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Albert Abdoulline, President
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