VICTORIA INTERNET SERVICES INC FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

All share and per share numbers in the narrative portion of this report reflect a 50 for 1 forward stock split resulting from the filing of a certificate of amendment to our articles of incorporation on November 14, 2011 which is reported in Item 3.01 of this report. We have applied to FINRA for the necessary clearances to effect this forward stock split, but these have not been received.

On December 7, 2011, a simultaneous execution and closing was held under an Agreement and Plan of Reorganization (the Plan"), by and among Victoria Internet Services, Inc. (the "Company" "us" "we" ), Leon Golden (our then principal shareholder) ("Golden") and Earn-A-Car (PTY), LTD., a corporation organized under the laws of the Republic of South Africa ("EAC") and Depassez Investments Ltd, a Seychelles corporation ("DPL"), owned by Graeme Hardie (our new principal shareholder) ("Hardie").

Under the Plan DPL acquired 78,500,000 shares of our common stock from Golden for $150,000 and the balance of Golden's 205,000,000 shares were submitted to the transfer agent for cancellation and DPI contributed all of the shares of EAC to the Company so that EAC became a wholly owned subsidiary of the Company and the business of the Company is now the business of EAC. Mr. Golden also resigned as an officer and director of the Company and John Storey ("Storey") and Hardie were elected our directors and Storey was appointed our CEO and President with Hardie being appointed our Chairman of the board.

BUSINESS OF EAC

EAC was incorporated in South Africa on July 2, 2005, and is primarily engaged in the business of the rental of vehicles to retail customers through company-owned stores in the country of South Africa. On July 18, 2011, its name was changed from "Easy Cars Rental and Sales (PTY) Ltd." to "Earn-A-Car (PTY) Ltd.". EAC's business strategy is to enter car rental agreements that allow the renter to return the car at any time, but also allow the renter to earn credits by retaining the car pursuant to rental which allow the renter to own the car after approximately 3 1/2 years. EAC's vehicles are equipped with immobilizing and positioning devices to protect the company if rental payments are not current. EAC's business model is to rent to persons whose financial credit would not ordinarily allow them to finance the purchase of an automobile. Because EAC are renting automobiles rather than financing the sale thereof, they are not subject to certain South African financial regulatory schemes that generally apply to the automobile finance industry.

INDUSTRY OVERVIEW

Vehicle sales in South Africa were as high as 650,000 units in 2006, but have declined in subsequent years first as a result of high interest rates in late 2008 as a result of general world economic conditions. One in two vehicle finance applications are declined by all financiers because of poor credit. Management believes that these factors have led to a pent up demand for new vehicles and this demand is reflected by the fact that automobile sales grew 11.7% in November 2011 as compared to November 2010 and were 49,499 units (Source www.automotiveworld.com - parts of this site require a subscription). This represents an annualized rate of almost 600,000 vehicles and may indicate a longer term upward trend. We believe that we offer an opportunity to acquire vehicles to fill this demand that is not ordinarily available for persons with limited credit history. Currently the business is able to only able to supply 1/70 of its inquiries.

                                         2  OUR BUSINESS MODEL  

EAC rent cars on a basis where the customer may return the car to us at any time on one month's notice. However, we charge significant administrative and rental fees at the inception of the rental (Normally approaching one quarter of the value of the car). This means that persons that rent cars from us, although under no legal obligation to do so, will generally be persons that have a genuine long term interest in acquiring the car. Our cars are equipped so that a when a customer does not pay the monthly rental we can turn off the car remotely. In our history of renting out 400 cars for over 3 years, we have only lost 3 vehicles, these to professional car thieves, never to a client. EAC renters receive loyalty cash bonuses from us for every month that they rent the car and these loyalty points may be applied to purchase the car. Renters are allowed to drive 3,500km a month and pay an additional 15c a km on any overage. (We guarantee that the loyalty points and the application of the 20% up front administration fee to the purchase price will be sufficient for our renter to purchase the car typically after 42 months.) The customers' credit rating are also improved while they rent a car from EAC as their payment record is provided to credit bureaus. Our South African counsel has confirmed to us that we are not subject to the Banks Act or the National Credit Act and this allows us to keep our rental to purchase program competitive and get our vehicles back easily if nonpayment occurs. We believe that our model, which offers a path to car ownership for persons with compromised credit, has potential for significant growth. We are currently only able to service a very small fraction of the inquiries that we receive.

We operate our own repair and reconditioning facilities and believe this allows us significant savings.

COMPETITION

We compete with other car rental companies, car leasing companies and banks. However, we believe that our operations, which we believe are not subject to the Banks Act or the National Credit Act, allow us to operate without direct competition in the market of persons with less than ideal credit histories who wish to acquire a car.

PROPERTIES

We currently rent our offices and workshop on a month to month basis at a cost of R24,000 ($3,000) for our offices (300m2)and R10,000 ($1,250) per month (300m2) for our repair facility (which we share with an unaffiliated party). Our need for premises will grow as we expand using the capital from the listing and EAC will be looking to lease larger premises in the future.

EMPLOYEES

As of December 11, 2011, we have 26 employees of whom 4 are executive, 4 are in sales 8 are clerical and 10 are engaged in automobile repairs. Our employees are (are not) covered by a collective bargaining agreement and we consider our employee relations to be good.

MARKETING

We market through google on the internet, referrals and word of mouth.

INSURANCE

We maintain insurance on all cars valued at R70,000 or more ($8,750). We self insure other cars. Our average car is worth R60,000 ($7,500). In South Africa should a driver cause damage to another vehicle or individual, the driver is held responsible, not EAC. Consequentially, there is no need for insurance for liability imposed on owners of cars in accidents as there may be in the USA.

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MANAGEMENT

Our management team consists of John Storey, CEO and a Director and Graeme Hardie, who is Chairman of the Board and a director as well as secretary and treasurer. Bruce Dunnington is the COO of our South African subsidiary. Messrs Storey and Dunnington have each worked for the South African operation for at least five years and are certified accountants with large firm experience. Mr. Hardie is an architect and an investor.

Management (Storey and Dunnington) earn a simple salary of approximately $100,000 per annum each and receive a discretionary bonus in December.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our common stock as of December 9, 2011 by (i) any person or group with more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all such executive officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, Office 1 The Falls Centre, Corner Great North and Webb, Northmead, Benoni 1522, Union of South Africa. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table to our knowledge have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them..

 Name and Address of                             Amount and Nature of     Percent  Beneficial Owner              Office              Beneficial Owner     of Class  ----------------              ------              ----------------     --------  John Storey                   Director, CEO,                  0            0%                               President  Graeme Hardie                 Chairman of the        78,750,000(1)      70.0%(1) 210 Rutgers Place             Board and a Nutley, New Jersey 07110      Director  Bruce Dunnington              COO and                               Treasurer                       0            0%  Depassez Investments Ltd      --                     78,750,000(1)      70.0%(1)  All Officers and Directors  as a group (3 Persons)                                                                         70.0% ---------- (1)  Depassez  Investments  Ltd is a  Seychelles  corporation  and  holds  these

shares. Mr. Hardie owns all of the shares of Depassez Investments Ltd and

accordingly, is the indirect owner of these shares.

The Company does not have any change of control or retirement arrangements with its executive officers.

CHANGES IN CONTROL

We know of no contractual arrangements which may at a subsequent date result in a change of control in the Company.

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MANAGEMENTS DISCUSSION AND ANALYSIS

FY ended February 28, 2011 v. FY ended February 28, 2010

Revenues increased modestly from $2,033,811 in FY 2010 to $2,137,606 in FY 2011 or by $103,795 or 5% as our ability to expand our operations was limited by capital constraints. We adopted various operating efficiencies which allowed us to reduce our expenses from $1,767,834 in FY 2010 to $1,737,041 in FY 2011, a decrease of $30,793 or approximately 1.6%. As a result of increased revenue and decreased expenses, net income increased from $266,416 in FY 2010 to $400,720 in FY 2011 or by $134,304 or 50.4%. If we are to grow, we must increase our level of operations in terms of automobiles rented as well as our marketing effort. This may cause periodic fluctuations in our results.

Q2 FY ending February 2, 2010 v. Q2 FY ended February 28, 2011

Revenues increased from $504,189 in Q2 of FY 2011 to $632,509 in Q2 of FY 2012 or by $128,320 or 25.5% as our ability to expand was enhanced by our increased investment capital and we expanded our marketing effort. We continued various operating efficiencies, however, we also strove to increase our overall level of operations. As a result, our operating expenses rose from $353,909 in Q2 of FY 2011 to $528,476 in Q2 of FY 2012 or $174,567 or 49.3%. As a result of increases in expense exceeding increases in revenue, net income declined from $150,346 in Q2 of FY 2011 to $95,034 in Q2 of FY 2012. As we continue to seek to expand our operations, we anticipate continued fluctuations in our results.

LIQUIDITY AND CAPITAL RESOURCES

We had total current assets of $192,999 at August 31, 2011. This is not sufficient to expand our operations and meet demand. The bulk of our assets are $2,597,691 in revenue earning vehicles. While we could continue to operate at present levels without a capital infusion, we have become a public company in the United States in an effort to access capital markets to expand from our current operations in the Johannesburg area to several other metropolitan areas in South Africa.

  RISK FACTORS  

This report includes forward-looking statements about our business and results of operations that are subject to risks and uncertainties. See "Forward-Looking Statements," above. Factors that could cause or contribute to such differences include those discussed below. In addition to the risk factors discussed below, we are also subject to additional risks and uncertainties not presently known to us or that we currently deem immaterial. If any of these known or unknown risks or uncertainties actually occur, our business could be harmed substantially.

RISKS RELATED TO OUR FINANCIAL CONDITION AND OUR BUSINESS

PLANS FOR ADDITIONAL FINANCING

As at August 31, 2011, we had $120,822 cash on hand. These cash resources are not sufficient for us to execute our expansion plan. If we do not generate sufficient cash from our intended financing activities and sales, we will be unable to operate our business at expanded levels which management believes would benefit shareholders. If we are able to arrange debt or equity financing it may be on terms that are not beneficial to our shareholders.

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IF WE ARE UNABLE TO CONTINUE TO RETAIN THE SERVICES OF JOHN STOREY OR IF WE ARE UNABLE TO SUCCESSFULLY RECRUIT QUALIFIED MANAGERIAL AND COMPANY PERSONNEL, WE MAY NOT BE ABLE TO CONTINUE OPERATIONS.

Our success depends to a significant extent upon the continued services of John Storey our CEO and President. The loss of the services of Mr. Storey could have a material adverse effect on our growth, revenues, and prospective business. Mr. Storey does not have an employment agreement with us. We do not have a "key person" life insurance policy on Mr. Storey.

In order to successfully implement and manage our business plan, we will be dependent upon, among other things, Mr Dunnington remaining on as qualified managerial and company personnel having experience in car rental operations. Competition for qualified individuals is intense. There can be no assurance that we will be able to retain Mr Dunnington or other existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms. . . .

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (a)  Financial Statements of Business Acquired            Financial  Statements  for the years ended  February 28, 2011 and 2010            Financial Statements for the six months ended August 31, 2011 and 2010           (unaudited)       (b)  Pro-Forma Financial Information Pro Forma Financial Statements       (c)  Exhibits            10.1 Agreement  and  Plan of  Reorganization,  by and  among  VICTORIA                INTERNET SERVICES,  INC., a Nevada  corporation,  Leon Golden and                Earn-A-Car (PTY), LTD., a corporation organized under the laws of                the Republic of South Africa.                                         8