VIKING CAPITAL GROUP INC
10QSB/A, 1997-11-20
MANAGEMENT SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                     For the period ended September 30, 1997

                                       OR

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     EXCHANGE ACT OF 1934
                     For the transition period from __ to __

                           Commission File No. 0-22744


                           VIKING CAPITAL GROUP, INC.
                  ---------------------------------------------
        (Exact name of small business issuer as specified in its charter)


             Utah                                       87-0442090
 -------------------------------              -------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

        Two Lincoln Centre, Suite 300, 5420 LBJ FWY, Dallas, Texas 75240
                    (Address of principal executive offices)

                                 (972) 386-9996
                           (Issuer's telephone number)


(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Check whether the issuer (1) 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

As of September 30, 1997,  16,805,759  shares of Common Stock of the issuer were
outstanding. As of September 30, 1997, 100,000 shares of Class B Common Stock of
the issuer were outstanding.


<PAGE>


                           VIKING CAPITAL GROUP, INC.



                                      INDEX

<TABLE>
<S>                                                                              <C>     

                                                                                 Page
                                                                                 Number
                                                                                 ------
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

    Consolidated Balance Sheets - September 30, 1997 and December 31, 1996           3

    Consolidated Statements of Operations - For the three
    months ended September 30, 1997 and 1996                                         5

    Consolidated Statements of Operations - For the nine
    months ended September 30, 1997 and 1996, and for the period from inception
    (November 12, 1986) to September 30, 1997                                        6

    Consolidated  Statements  of Cash  Flows - For the  nine  months  ended
    September 30, 1997 and 1996, and for the period from inception
    (November 12, 1986) to September 30, 1997                                        7

    Notes to Consolidated Condensed Financial Statements                             9


 Item 2. Management's Discussion and Analysis or Plan of Operation.                 11


PART II - OTHER INFORMATION

 Item 5. Other Information                                                          12
 Item 6. Exhibits and Reports on Form 8-K                                           12


SIGNATURES                                                                          14
EXHIBITS                                                                            15

</TABLE>


                                        2


<PAGE>


                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS
<TABLE>
<S>                                                                             <C>     

                                                               September 30,    December 31,
                                                                  1997              1996
CURRENT ASSETS                                                 -------------    ------------
  Cash                                                         $  3,136         $  9,920
  Accounts receivable                                                --           99,703
  Notes and accounts receivable and accrued interest             81,026           72,485
  Prepaid expense                                                    --              588
                                                               --------         --------
     Total current assets                                        84,162          182,696
                                                               --------         --------

Office furniture and equipment, net                             101,379          113,538

OTHER ASSETS
  Other assets                                                   31,367           31,767
  Accounts receivable, non-current                               50,000               --
  Investment in subsidiary                                       34,800               --
                                                               --------         --------
     Total other assets                                         116,167           31,767
                                                               --------         --------

TOTAL ASSETS                                                   $301,708         $328,001
                                                               ========         ======== 


</TABLE>









                                      

The accompanying notes are an integral part of these financial statements.



                                       -3-

<PAGE>


                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<S>                                                                               <C>            <C>    

                                                                                  September 30,  December 31,
                                                                                     1997           1996
                                                                                  -------------  ------------
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                            $    35,204    $    66,601
  Accrued payroll and payroll taxes                                                    327,466        304,342
  Lease obligation, current portion                                                     25,944         20,688
  Note payable and accrued interest                                                    916,194        342,329
                                                                                   -----------    -----------
     Total current liabilities                                                       1,304,808        733,960
                                                                                   -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                                64,585         76,565
                                                                                   -----------    -----------
     Total liabilities                                                               1,369,393        810,525
                                                                                   -----------    -----------
                                                                                                     

STOCKHOLDERS' DEFICIT
  Common stock $0.001 par value;  150,000,000 shares authorized; 
    16,805,759 and 13,971,720 issued and outstanding as of September
     30, 1997 and December 31, 1996, respectively                                       16,806         13,971
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                                            100            100

  Paid-in capital                                                                    3,751,991      3,304,575

  Deficits accumulated in the development stage                                     (4,830,176)    (3,794,764)
                                                                                   -----------    -----------
                                                                                    (1,061,279)      (476,118)
                                                                                   -----------    -----------

  Less treasury stock - 25,625 shares at cost                                           (6,406)        (6,406)
                                                                                   -----------    -----------

     Total stockholders' deficit                                                    (1,067,685)      (482,524)
                                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $   301,708    $   328,001
                                                                                   ===========    ===========

</TABLE>







                                       

The accompanying notes are an integral part of these financial statements.


                                      -4-

<PAGE>


                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 Three months ended September 30, 1997 and 1996




                                                   Three months ended
                                                       September 30,
                                                   1997           1996
                                                 --------        -------

Revenue                                     $     50,000    $     49,630

Cost and expenses
   Depreciation and amortization                   7,653             350
   General and administrative expenses           458,805         308,570
                                            ------------    ------------
       Total cost and expenses                   466,458         308,920
                                            ------------    ------------

   Loss from operations                         (416,458)       (259,290)

Other income (expenses)
   Interest income                                 2,585           1,841
   Interest and penalty expense                  (27,514)         (7,193)
   Other                                            --              --
                                            ------------    ------------
       Total other income(expense)               (24,929)         (5,352)
                                            ------------    ------------

Loss before income taxes                        (441,387)       (264,642)

Income tax provision                                --              --
                                            ------------    ------------

Net loss                                    $   (441,387)   $   (264,642)
                                            ============    ============

Loss per common share attributable to
   common stockholders
     Primary                                $      (.028)   $      (.019)


Weighted average common share outstanding
   Primary                                    15,411,557      13,740,287


Dividends per share of preferred stock      $       --      $       --











                                      
The accompanying notes are an integral part of these financial statements.

                                       -5-


<PAGE>

                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                Nine months ended September 30, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<TABLE>
<S>                                                                             <C>           <C>     


                                                                  Nine months ended             Period from
                                                                    September 30,             November 12, 1986
                                                               1997             1996          to September 30, 1997
                                                             --------        ---------        ---------------------

Revenue                                                   $     50,000     $     49,630          $     366,855

Cost and expenses
   Depreciation and amortization                                22,436            1,000                 36,271
   General and administrative expenses                       1,002,027          922,111              4,983,160
                                                           -----------      -----------           ------------
       Total cost and expenses                               1,024,463          923,111              5,019,431
                                                           -----------      -----------           ------------

   Loss from operations                                       (974,463)        (873,481)            (4,652,576)

Other income(expenses)
   Interest income                                               7,753            5,288                 23,714
   Interest and penalty expense                                (68,703)         (18,471)              (132,832)
   Other                                                             -                -                (37,260)
                                                           -----------      -----------           -------------
       Total other income(expense)                             (60,950)         (13,183)              (146,378)
                                                           -----------      -----------           ------------

Loss before income taxes                                    (1,035,413)        (886,664)            (4,798,954)

Income tax provision                                                 -                -                    (32)
                                                           -----------      -----------           ------------

Net loss                                                  $ (1,035,413)    $   (886,664)         $  (4,798,986)
                                                           ===========      ===========           ============

Loss per common share attributable to
   common stockholders
     Primary                                                  $(.07)            $(.066)


Weighted average common share outstanding
   Primary                                                14,513,400       13,288,926


Dividends per share of preferred stock                        $     -           $    -


</TABLE>





                                    
The accompanying notes are an integral part of these financial statements.


                                       -6-

<PAGE>


                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                Nine months ended September 30, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997


<TABLE>
<S>                                                                             <C>           <C>   

                                                               Nine months ended                   Period from
                                                                   September 30,                November 12, 1986
                                                               1997             1996          to September 30, 1997
                                                             --------        ---------        ---------------------

Cash flows from operating activities
   Net loss                                             $   (1,035,413)   $    (886,664)        $   (4,798,986)
   Non-cash charges included in operations
     Depreciation and amortization                              22,436            1,000                 36,271
     Common stock issued for services and interest             346,952          209,843              1,404,886
     Note payable issued for services                                -                -                  3,200
     Common stock issued for services and
       accrued expenses                                              -                -                 30,434
     Provision for doubtful notes receivable                         -                -                 52,754
     Common stock issued for interest payable                        -                -                 20,102
     Loss on assets                                                  -                -                 15,000
   Changes in assets and liabilities
     Accounts receivable                                        49,703          (49,630)               (50,000)
     Prepaid expenses                                              588           36,018                    985
     Accrued interest receivable                                     -           (5,289)                (6,623)
     (Increase) in deposits                                        400                -                (31,767)
     Accounts payable and accrued expenses                     (31,397)         (22,836)                58,446
     Accrued payroll and payroll taxes                          23,124           34,399                328,117
                                                          ------------     ------------          -------------
       Net cash used for operating activities                 (623,607)        (683,159)            (2,937,181)

Cash flows from investing activities
   Capital expenditures                                        (10,377)          (2,105)               (31,791)
   Loans made                                                  (10,541)         (68,750)              (214,049)
   Loan repayments                                               2,000            5,000                 17,500
   Other                                                             -                -                (15,050)
                                                          ------------     ------------          -------------
       Net cash used for investing activities                  (18,918)         (65,855)              (243,390)

Cash flows from financing activities
   Stock sale expenses                                               -                -                (11,716)
   Proceeds from sale of common stock                           52,500          601,850              1,773,393
   Proceeds from notes payable                                 706,612          139,090              1,925,598
   Principal repayments of notes payable                      (116,747)         (35,000)              (499,691)
   Principal payments on capital lease obligations              (6,724)               -                 (6,724)
   Security deposit                                                  -          (21,517)                     -
   Proceeds from preferred stock sale                                -                -                 20,000
   Repurchase of preferred stock                                     -          (11,319)               (11,319)
   Preferred dividends paid                                          -             (300)                (5,834)
                                                          ------------     ------------          -------------
       Net cash provided by financing activities               635,641          672,804              3,183,707

Increase (decrease) in cash                                     (6,884)         (76,210)                 3,136

</TABLE>

                                  - continued -
                                      
The accompanying notes are an integral part of these financial statements.


                                       -7-

<PAGE>
                    
                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                Nine months ended September 30, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<TABLE> 
<S>                                                                             <C>           <C>     

                                                               Nine months ended                   Period from
                                                                   September 30,                November 12, 1986
                                                               1997             1996          to September 30, 1997
                                                             --------        ---------        ---------------------

Cash at beginning of period                                     10,000           77,023                      -
                                                          ------------     ------------          -------------
Cash at end of period                                   $        3,136    $         813         $        3,136
                                                         =============     ============          =============

Cash flow information:
   Interest paid                                           $         -      $     6,613            $    34,642
   Income taxes paid                                       $         -      $         -            $        32

Non-cash investing activities:
   Common stock issued for:
     Acquisition of Triple A                               $    34,800      $         -            $    34,800
     Acquisition of NIAI                                   $    10,000      $         -            $    10,000
     Acquisition of VISI                                   $                $         -            $       434
     Oil lease                                             $         -      $         -            $    40,000

Non-cash financing activities:
   Preferred stock issued for:
     Note payable-related party                            $         -      $         -            $    60,000
     Accrued interest-related party                        $         -      $         -            $     4,500
     Accrued expenses-related party                        $         -      $         -            $    25,500

Common stock issued for:
   Services                                                $   345,092      $   209,843            $ 1,207,008
   Repayment of notes payable                                   27,207           12,500                337,357
   Payment of interest                                           1,860              150                 21,963
   Payment of accounts payable                                       -                -                 15,000
   Conversion of preferred stock                                     -                -                100,000
   Payment of preferred stock dividend                               -                -                 25,556

Note payable issued for services                           $         -      $         -            $     3,200
Assignment of oil lease in payment of note payable         $         -      $         -            $    40,000

Common stock acquired for conversion of
   note receivable                                         $         -      $         -            $     6,406

Common stock canceled for conversion of
   note receivable                                         $         -      $         -            $     5,600

Additions to equipment under capital leases                $         -      $         -            $   107,631

</TABLE>




                                      
The accompanying notes are an integral part of these financial statements.

                                       -8-

<PAGE>


                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    BASIS OF PRESENTATION

The consolidated  interim  financial  statements  include the accounts of Viking
Capital  Group,  Inc.  and  its  wholly  owned  subsidiaries  (collectively  the
"Company").

The consolidated interim financial statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted  accounting  principals  ("GAAP") 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.  It  is  suggested  that  these  financial  statements  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's  Form 10-KSB as of and for the year ended December 31,
1996.

In the opinion of  management,  the  unaudited  interim  consolidated  financial
statements of the Company contains all adjustments,  consisting only of those of
a normal recurring nature,  necessary to present fairly the Company's  financial
position  and the  results  of its  operations  and cash  flows for the  periods
presented.  The  preparation  of financial  statements in  accordance  with GAAP
requires  management  to make  estimates  and  assumptions.  Such  estimates and
assumptions  affect the reported amounts of assets and  liabilities,  as well as
the  disclosures  of  contingent  assets  and  liabilities  at the  date  of the
financial  statements,  and the reported  amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.


2.    BUSINESS COMBINATIONS

During the quarter ended September 30, 1997, the Company acquired two additional
companies:  Triple A Annuity Marketing Inc. ("Triple A") and N.I.A.I.  Insurance
Administrators,  Inc. ("NIAI").  Pursuant to the Reorganization  Agreement dated
August 8, 1997,  the Company  acquired all of the  outstanding  stock of NIAI in
exchange  for  200,000  shares of its common  stock.  The NIAI  acquisition  was
accounted for as a pooling of interests.  The Company's  consolidated  financial
statements  give  retroactive  effect to the acquisition of NIAI for all periods
presented herein. The interim results of the Company for the period from January
1, 1996 to September  30, 1996 have been restated for the NIAI  acquisition  and
include retroactive adjustments to weighted average shares outstanding. NIAI had
no activity during these periods,  resulting in no effect to revenue,  net loss,
or net loss per share.

Pursuant to the  Reorganization  Agreement  dated September 4, 1997, the Company
acquired all of the outstanding stock of Triple A in exchange for 500,000 shares
of its common stock.  Due to provisions in the agreement,  the  transaction  was
accounted for as an  unconsolidated  subsidiary under the equity method as it is
unclear  whether  or not  control  of the  subsidiary  will  be  permanent.  The
investment  was  recorded  at the net  book  value  of  Triple  A on the date of
acquisition.










                                       -9-


<PAGE>


                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)




3.    SOFTWARE LICENSING AGREEMENT

On July 21, 1997,  the Company  entered into an agreement  for the  licensing of
certain  proprietary  software  to a Company  shareholder.  Total  consideration
received  under the  agreement  totals  $400,000  which is to be paid out over a
period of ten  years  plus  interest  at seven  percent.  The  Company  holds as
collateral  250,000  shares of Viking  Capital  Group,  Inc.  common stock.  The
Company has recorded the sale and related receivable based upon the value of the
underlying  collateral,  totaling $50,000.  All other amounts will be recognized
when received.


4.    EQUITY TRANSACTIONS

During the current quarter certain expenses were paid in stock rather than cash.
These  amounts  included  consulting  and other  services of  $182,575  (912,873
shares),  loan  incentives of $9,300 (46,500  shares),  and other  miscellaneous
expenses totaling $133,316 (666,580 shares).  Of the services paid for in stock,
$30,000 (150,000 shares) was paid to Matthew W. Fossen for his services.


5.    OPTIONS ISSUED

During the current quarter, the Company issued 1,048,958 common restricted share
options with  exercise  prices  between  $0.50 and $1.00 and a weighted  average
price of $0.99.


6.    OTHER

The financial  statements  have been prepared on the assumption that the Company
will  continue as a going  concern.  Its  continued  existence  depends upon the
success of management's  efforts to raise additional  capital  necessary to meet
the Company's  obligations as they come due and to obtain sufficient  capital to
execute its business plan.

Management has estimated that the Company will require an additional $300,000 to
$500,000 to operate  until phase two is  completed.  Phase two of the  Company's
plans to acquire an  insurance  company and to acquire  books of  business  from
existing insurance companies will require additional capital.

There can be no degree of assurance given that the Company will be successful in
completing additional financing transactions. Should the Company be unsuccessful
in its efforts to obtain adequate  financing,  it's current financial  condition
may be affected adversely, and such affects may be material.


7.    EVENTS SUBSEQUENT TO SEPTEMBER 30, 1997

Subsequent to September 30, 1997,  approximately  300,000 shares of common stock
were issued for services to unrelated parties and 300,000 shares of common stock
were issued to related parties in connection with services as new members on the
board of directors.






                                      -10-


<PAGE>



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


Material Changes in Results of Operations

         During the three month period  ended  September  30, 1997,  the company
continued in its efforts to secure  capital and  implement  its proposed plan of
business.  In the  course  of its  efforts  to  fulfill  its  strategic  plan of
operation  it  has  acquired,   through  two  stock  for  stock  agreements,  an
administration  company,  NIAI Insurance  Administrators,  Inc., in exchange for
200,000 common  restricted  shares,  and a marketing  company,  Triple A Annuity
Marketing, Inc. in exchange for 500,000 common restricted shares. NIAI Insurance
Administrators,  Inc.  does not have any  operating  revenues  and  provides the
software and management  necessary to administrate life, health & accident,  and
annuity type insurance business.  Triple A Annuity Marketing, Inc. had operating
revenues of $23,344 for the three months ended  September  30, 1997 and $136,363
for the nine months ended September 30, 1997. Triple A Annuity  Marketing,  Inc.
sells life and annuity products through  approximately three thousand agents and
submitted such business to various  carriers  during the nine month period ended
September  30,  1997 with  annual  premiums of  approximately  $15,394,000.  The
acquisition  of  Triple  A  Annuity  Marketing  Inc.  is  accounted  for  as  an
unconsolidated  subsidiary  under the equity method and therefore its profit and
loss and  balance  sheet  entries  do not appear on the  consolidated  financial
statements  except for the  registrant's  equity  share (100%) of its net income
since the  acquisition  and the  recording of the initial  investment at the net
book value of Triple A.  During  the three  month and nine  month  period  ended
September 30, 1997, the registrant's  equity share of Triple A Annuity Marketing
Inc.'s net income is immaterial.

         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$458,805  and  reported  net losses of $441,387 for the three month period ended
September 30, 1997. For the nine month period ended September 30, 1997,  general
and administrative  costs were $1,002,027 and the Company reported a net loss of
$1,035,413.  Common  stock was  issued  during  the  three  month  period  ended
September  30, 1997 to pay for $325,191 of the total  expenses  incurred in such
period.

Material Changes in Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $3,136 at September 30, 1997.  During
the third quarter of 1997, the company raised $137,000 via short term loans from
unrelated parties and an additional $25,000 through private sale of stock.

         Even after the  receipt of  $162,000  from these  sources,  the Company
lacks  adequate  financing to implement  its full plan of business or to sustain
its operations beyond the following twelve months.  Management  believes that to
support the first  stage of the  Company's  plan of  operations,  involving  the
supporting of the operations of its  subsidiaries;  Viking  Insurance  Services,
Inc.,  Viking  Financial  Services,  Inc.,  Viking  Administrator,   Inc.,  NIAI
Insurance Administrators,  Inc. and Viking Systems Inc., will require additional
capital over the next twelve months.  Triple A Annuity  Marketing,  Inc. is self
sufficient and will not require  specific  additional  funds in the  foreseeable
future. The Company is currently  evaluating various options to raise additional
capital,  including  possible  placements  of  debt  and  equity.  There  is  no
assurance,  however,  that the Company will be successful in securing additional
financing and,  therefore,  there is no assurance that the Company can implement
its full plan of operations.




                                      -11-



<PAGE>

                           PART II - OTHER INFORMATION

Item 5. Other Information

         The Company's common stock trades on the OTC Electronic Bulletin Board.
Its symbol is "VGCP".

         Company  information can be found on the World Wide Web. The address is
www.vcgi.com.

Subsequent events:

         Tommy  Walker  resigned  from the Board of  Directors  but  remains  an
advisor to the  management on an as needed basis.  Matthew W. Fossen and Richard
W. Pryor were appointed to the board of directors. Mr. Fossen was also appointed
chief financial officer,  treasurer,  and secretary of the company and Mr. Pryor
was appointed  executive  vice  president - technology of Viking  Capital Group,
Inc. and  chairman,  president and CEO of Viking  Systems,  Inc., a wholly owned
subsidiary of the company.


Item 6.  Exhibits and Reports on Form 8-K

         a)  Exhibit  2.1     Stock for Stock agreement - Plan of Reorganization
                               Triple A Annuity Marketing, Inc.
             Exhibit 21.1      List of subsidiaries of the Registrant
             Exhibit 27.1      Financial Data Schedule

         b) Form 8-K filed on 9/19/97  reporting  the stock for stock  agreement
between  Triple A Annuity  Marketing,  Inc. and  Registrant.  At the time of the
filing of the Report,  it was impracticable for the Registrant to provide any of
the financial  statements for the acquired  business  required by Item 7 of Form
8-K promulgated by the Commission under the Securities and Exchange Act of 1934,
as amended  (the  "Act").  Accordingly,  the  Registrant  will file the required
financial  statements,  if any,  as  soon as  practicable,  but not  later  than
November 18, 1997, as required by Item 7 of Form 8-K.



                                      -12-


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


EXHIBIT
NUMBER               DESCRIPTION
- -------              -----------


 2.1           Stock for Stock  agreement  - Plan of  Reorganization
               between  Registrant  and Triple A Annuity  Marketing,
               Inc. (exhibits and schedules  omitted)  (incorporated
               by  reference  to  Exhibit  2.2 to  the  Registrant's
               Current Report on Form 8-K dated 9/04/97 and filed on
               9/19/97)
21.1           List of Subsidiaries of the Registrant
27.1           Financial Data Schedule

















                                      -13-


<PAGE>


                                   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.



                                         VIKING CAPITAL GROUP, INC.

Dated: November 19,  1997           By:  \s\  William J. Fossen
                                          ---------------------------
                                          William J. Fossen, President


Dated: November 19, 1997            By:   \s\  William J. Fossen
                                          ---------------------------
                                          William J. Fossen
                                          Chief Financial and
                                          Accounting Officer



















                                      -14-

<PAGE>



                                      EX-21
                         Subsidiaries of the Registrant



                                  EXHIBIT 21.1


                  Viking Capital Group, Inc. and Subsidiaries
                     List of subsidiaries of the registrant

The following are current subsidiaries of Registrant.

Subsidiary and Name Under Which Business is Done               Where Organized
- ------------------------------------------------               ---------------

Viking Financial Services, Inc.                                      Texas
Viking Insurance Services, Inc.                                      Texas
Viking Systems, Inc.                                                 Texas
Viking Administrators, Inc.                                          Texas
NIAI Insurance Administrators, Inc.                             California
Triple A Annuity Marketing, Inc.                                   Arizona














                                      -15-



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENT  OF THE COMPANY AS OF  SEPTEMBER  30, 1997  INCLUDED IN THE
10QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB
</LEGEND>
<CIK>  0000886093
<NAME> VIKING CAPITAL GROUP, INC
       
<S>                              <C>
<PERIOD-TYPE>                    3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1997
<PERIOD-START>                                     JUL-01-1997
<PERIOD-END>                                       SEP-30-1997
<CASH>                                                   3,136
<SECURITIES>                                                 0
<RECEIVABLES>                                          131,026
<ALLOWANCES>                                                 0
<INVENTORY>                                                  0
<CURRENT-ASSETS>                                        84,162
<PP&E>                                                 101,379
<DEPRECIATION>                                               0
<TOTAL-ASSETS>                                         301,708
<CURRENT-LIABILITIES>                                1,304,808
<BONDS>                                                 64,585
                                        0
                                                  0
<COMMON>                                                16,906
<OTHER-SE>                                         (1,078,185)
<TOTAL-LIABILITY-AND-EQUITY>                           301,708
<SALES>                                                 50,000
<TOTAL-REVENUES>                                        50,000
<CGS>                                                        0
<TOTAL-COSTS>                                          466,458
<OTHER-EXPENSES>                                      (24,929)
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                    (27,514)
<INCOME-PRETAX>                                      (441,387)
<INCOME-TAX>                                                 0
<INCOME-CONTINUING>                                  (441,387)
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                         (441,387)
<EPS-PRIMARY>                                          (0.028)
<EPS-DILUTED>                                          (0.028)
        


</TABLE>



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