|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: GENERAL CABLE CORP /DE/, S-1/A, 1997-08-15 |
Next: ALLMERICA FIN LIFE INS & ANN CO ALLMERICA SEL ACCT, 497, 1997-08-15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the period ended June 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)
(214) 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 June 30, 1997, 14,322,511 shares of Common Stock of the issuer were
outstanding.
<PAGE>
VIKING CAPITAL GROUP, INC.
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1997 and 12/31/1996 3
Consolidated Statements of Operations - For the three
months ended June 30, 1997, 1996, and November 12, 1986 4
Consolidated Statements of Operations - For the six
months ended June 30, 1997, 1996, and November 12, 1986 5
Consolidated Statement of Stockholders' Equity (Deficit) 6
Consolidated Statements of Cash Flows - For the three
months ended June 30, 1997 and 1996 7
Notes to Consolidated Condensed Financial Statements 9
Item 2. Management's Discussion and Analysis or Plan of Operation. 10
PART II - OTHER INFORMATION
Item 5. Other Information 11
SIGNATURES 13
2
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
----------------------------------
ASSETS
Current Assets:
Cash $ 11,832 $ 9,920
Accounts receivable 0 99,703
Notes and accounts receivable and accrued interest 77,241 72,485
Prepaid expenses 22,075 588
----------- -----------
Total Current Assets 111,147 182,696
Office furniture and equipment, net 99,133 103,538
Other Assets:
Other assets 31,767 31,767
----------- -----------
Total Other Assets 31,767 31,767
----------- -----------
Total Assets $ 242,047 $ 318,001
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses $ 44,536 $ 87,289
Accrued payroll and payroll taxes 353,477 304,342
Dividends payable -0- -0-
Note payable and accrued interest 789,637 342,329
----------- -----------
Total Current Liabilities 1,187,650 733,960
Long-term debt:
Notes payable -0- -0-
Obligations under capital leases, less current portion 93,546 76,565
----------- -----------
Total Liabilities $ 1,281,196 810,525
Stockholders' Deficit:
Common stock $0.001 par value; 150,000,000 shares authorized;
14,322,511 and 13,971,720 issued and outstanding as of
June 30, 1997 and December 31, 1996, respectively 14,323 13,971
Common stock Class B $0.001 par value; 100,000 shares
authorized and outstanding 100 100
Preferred stock $1.00 par value; 50,000,000 shares authorized;
-0- and -0- shares issued and outstanding as of
June 30, 1997 and December 31, 1996, respectively -0- -0-
Paid-in capital 3,341,626 3,294,575
Deficits accumulated in the development stage (4,388,789) (3,794,764)
----------- -----------
Total Stockholders' Deficit (1,032,740) (486,118)
Less Treasury stock, 25,625 (6,406) 6,406
----------- -----------
Total stockholder's deficit (1,039,146) (492,524)
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT $ 242,047 $ 318,001
=========== ===========
</TABLE>
3
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30, 1997 and 1996
and Period from November 12, 1986 (inception) to June 30, 1997
<TABLE>
<S> <C> <C> <C>
Period from
Three Months Ended November 12,
June 30, 1986 to
1997 1996 June 30, 1997
----------------------------------------
Revenue $ -0- $ -0- $ 316,855
Cost and expenses:
Depreciation and amortization 7,653 350 28,618
General and administrative expenses 258,394 350,893 4,534,324
----------- ----------- -----------
Total cost and expenses 266,047 351,243 4,562,942
----------- ----------- -----------
Loss from operations (266,047) (351,243) (4,246,087)
Other income/expenses:
Interest income 2,568 2,077 21,129
Interest and penalty expense (23,809) (4,733) 105,318
Other -0- -0- (37,260)
---------- ----------- -----------
Total other income/expense (21,241) (2,656) (121,449)
----------- ----------- -----------
Loss before income taxes $ (287,288) (353,899) $(4,367,568)
Income tax provision -0- -0- (32)
----------- ------------ -----------
Net loss (287,288) $ ,(353,899) $(4,367,568)
=========== =========== ===========
Loss per common share attributable to common
stockholders:
Primary $ (.020) $ (.027)
Assuming full dilution $ (.020) $ (.027)
Dividends per share of preferred stock $ -0- $ -0-
</TABLE>
4
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended June 30, 1997 and 1995
and Period from November 12, 1986 (inception) to June 30, 1997
<TABLE>
<S> <C> <C> <C>
Period from
Six Months Ended November 12,
June 30, 1986 to
1997 1996 June 30, 1997
------------------------------------------------
Revenue $ -0- $ -0- $ 316,855
Cost and expenses:
Depreciation and amortization 14,783 650 28,618
General and administrative expenses 543,221 613,541 4,524,355
------------ ------------ ------------
Total cost and expenses 558,004 614,191 4,552,973
------------ ------------ ------------
Loss from operations (558,004) (614,191) (4,236,118)
Other income/expenses:
Interest income 5,168 3,447 21,129
Interest and penalty expense (41,189) (11,278) (105,318)
Other -0- -0- (37,260)
------------- ------------ -------------
Total other income/expenses (36,021) (7,831) (121,449)
------------ ----------- -------------
Loss before income taxes (594,025) (622,022) (4,357,567)
Income tax provision -0- -0- (32)
----------- ------------ -------------
Net loss $ (594,025) $ (622,022) $ (4,357,599)
============ ============ =============
Loss per common share attributable to common stockholders:
Primary $ (.041) $ (.048)
Assuming full dilution $ (.041) $ (.048)
Dividends per share of preferred stock $ -0- $ -0-
</TABLE>
5
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)
Six Months Ended June 30, 1996
<TABLE>
<S> <C> <C> <C>
Deficit
Accumulated
Class B Additional During the
Common Common Preferred Paid-in Development Treasury
DOLLAR AMOUNTS Stock Stock Stock Capital Stage Stock Total
- -------------- ----------- ---------- ---------- ------------ ------------- --------- ----------
Balance, December 31, 1996 $ 100 $ 13,971 $ -0- $ 3,294,764 $ (3,794,764) (6,406) $ (492,524)
Issuance of common stock:
For services -0- 216 -0- 21,374 -0- -0- 21,590
For cash -0- 25 -0- 7,475 -0- -0- 7,500
Retirement of:
Common stock -0- -0- -0- -0- -0- -0- -0-
Preferred stock -0- -0- -0- -0- -0- -0- -0-
Cumulative preferred stock
dividends -0- -0- -0- -0- -0- -0- -0-
Net loss -0- -0- -0- -0- (594,025) -0- (594,025)
------- -------- --------- ------------ -------------- ------- ------------
Balance, June 30, 1997 $ 100 $ 14,320 $ -0- $ 3,341,626 $ (4,388,789) -0- $ (1,039,149)
======= ======== ========= ============ ============== ============
</TABLE>
Shares Issued
-------------
Class B
Common Common Preferred
SHARE AMOUNTS Stock Stock Stock
- --------------
Balance, December 31, 1996 100 13,971,720 10,000
-------------------------------------
Issuance of common stock:
For services -0- 215,900 -0-
For cash -0- 25,000 -0-
For loan & interest conversion -0- 37,358 -0-
For loan Incentive -0- 71,033
Balance, June 30, 1997 100 14,321,011 -0-
=========== ========== ==========
6
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 1997 and 1996
and Period from November 12, 1986 (inception) to June 30, 1997
<TABLE>
<S> <C> <C> <C> <C>
Period from
Six Months Ended November 12,
June 30, 1986 to
1997 1996 June 30, 1997
------------------------------------------
Cash Flows From Operating Activities:
Net loss $ (594,025) $ (622,022) $(4,357,599)
Noncash charges included in operations
Depreciation and amortization 14,783 650 28,618
Common stock issued for services 28,696 209,843 1,028,825
Class B Common stock issued for services -0- -0- 100
Note payable issued for services -0- -0- 3,200
Common stock issued for services and accrued expenses -0- -0- 52,754
Provision for doubtful notes receivable -0- -0- 20,102
Common stock issued for interest payable -0- -0- 20,102
Loss on assets -0- -0- 15,000
Changes in assets and liabilities
Accounts Recievable 99,703 -0- -0-
Prepaid Expenses (21,487) (21,518) (21,487)
Accrued interest receivable -0- (3,750) (7,211)
(Increase) in deposits -0- -0- (31,767)
Accounts payable and accrued expenses (29,452) (12,409) 63,417
Accrued payroll and payroll taxes 42,435 4,611 344,987
Advances to stockholder expensed to consulting -0- -0- 57,706
----------- ------------ -----------
Net Cash Used for Operating Activities (459,347) (430,595) (2,772,921)
Cash Flows From Investing Activities:
Capital expenditures -0- (1,009) 21,464
Loans made to shareholder -0- -0- (17,000)
Loans made to others (4,756) (57,730) (191,264)
Loan repayments 5,000 -0- 15,500
Other -0- (2,000) (15,000)
----------- ------------ -----------
Net Cash Used for Investing Activities (4,756) (55,754) (229,228)
Cash Flows From Financing Activities:
Stock sale expenses -0- -0- (11,716)
Proceeds from sale of common stock 17,500 601,850 1,728,293
Proceeds from notes payable 573,900 -0- 1,792,886
Repayment of notes payable (115,385) (82,500) (498,329)
Security deposit -0- (21,517) -0-
Proceeds from preferred stock sale -0- -0- 20,000
Repurchase of preferred stock -0- (11,319) (11,319)
Preferred dividends paid -0- (300) (5,834)
----------- ------------ -----------
Net Cash Provided by Financing Activities 466,015 536,214 3,013,981
----------- ------------ -----------
Increase (decrease) in Cash 1,912 40,860 11,832
Cash at Beginning of Period 9,920 77,023 -0-
----------- ------------ -----------
Cash at End of Period $ 11,832 $ 117,883 $ 11,832
=========== ============ ===========
</TABLE>
7
<PAGE>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS- (Continued)
(Unaudited)
Six Months Ended June 30, 1997 and 1996
and Period from November 12, 1986 (inception) to June 30, 1997
SUPPLEMENTAL DISCLOSURE OF CASH FLOW AND NON-CASH INVESTING AND
FINANCING ACTIVITIES
<TABLE>
<S> <C> <C> <C>
Period from
Six Months Ended November 12,
June 30, 1986 to
1997 1996 June 30. 1997
--------------------------------------------------
Cash Flow Information:
Interest paid $ -0- $ 5,563 $ 34,642
Income taxes paid $ -0- -0- $ 32
Non-Cash Investing Activities:
Common stock issued for:
Acquisition of VISI $ -0- $ -0- $ 434
Oil lease $ -0- $ -0- $ 40,000
Non-Cash Financing Activities:
Preferred stock issued for:
Note payable-related party $ -0- $ -0- $ 60,000
Accrued interest-related party $ -0- $ -0- $ 4,500
Accrued expenses-related party $ -0- $ -0- $ 25,500
Common stock issued for:
Services $ 28,696 $ 209,843 $ 890,612
Repayment of notes payable $ 11,207 $ 2,500 $ 321,357
Payment of interest $ -0- $ 150 $ 20,103
Payment of accounts payable $ -0- $ -0- $ 15,000
Conversion of preferred stock $ -0- $ -0- $ 100,000
Payment of preferred stock dividend $ -0- $ -0- $ 25,556
Note payable issued for services $ -0- $ -0- $ 3,200
Assignment of oil lease in payment of note payable $ -0- $ -0- $ 40,000
Common stock acquired for conversion of note receivable $ -0- $ -0- $ 6,406
Common stock cancelled for conversion of note receivable $ -0- $ -0- $ 5,600
Additions to equipment under capital leases $ 10,378 $ -0- $ 107,631
</TABLE>
8
<PAGE>
VIKING CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The June 30, 1997 financial statements were
derived from unaudited data and does not include all disclosures required
by generally accepted accounting principles. The interim financial
statements and notes thereto should be read in conjunction with the
financial statements and notes included in the Company's Form 10-KSB as of
and for the period ended December 31, 1996. In the opinion of management,
the interim financial statements reflect all adjustments of a normal
recurring nature necessary for a fair statement of the results for the
interim periods presented. The current period results of operations are not
necessarily indicative of results which ultimately will be reported for the
full year ending December 31, 1997.
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.
During the period April 1, 1997 to June 30, 1997, the Company incurred
additional short term debt of approximately $255,500.
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, its
current financial condition may be affected adversely, and such affects
may be material.
9
<PAGE>
2. 817,490 common stock options were granted during the second quarter at the
rate of between $0.30 to $1.00 per share for a period of one to five years.
SUBSEQUENT TO JUNE 30, 1997
Subsequent to June 30, 1997, 548,948 options were issued for one to
five years with option prices ranging from $0.50 to $1.00
Item 2. Management's Discussion and Analysis or Plan of Operations.
Material Changes in Results of Operations
During the three month period ended June 30, 1997, the company
continued in its efforts to secure capital and implement its proposed plan of
business. The Company had no operating revenues during such period.
In connection with its efforts to attract capital and implement its
plan of business, the Company incurred general and administrative expenses and
reported net losses of $258,394 and $266,047 respectively for the three month
period ended June 30, 1997.
Material Changes in Financial Condition, Liquidity and Capital Resources
The Company had a cash balance of $11,832 at June 30, 1997. During the
second quarter of 1997, the company raised $255,500 via short term loans from
unrelated and related parties.
10
<PAGE>
Even after the receipt of $255,500 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. and Viking
Systems Inc., will require additional capital over the next twelve months. 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.
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
http://www.vcgi.com.
11
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
21.1 List of Subsidiaries of the Registrant
27.1 Financial Data Schedule
12
<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: August 14, 1997 By: \s\ William J. Fossen
---------------------------
William J. Fossen, President
Dated: August 14, 1997 By: \s\ William J. Fossen
------------------------
William J. Fossen, Principal
Financial and Accounting Officer
13
<PAGE>
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 Insurnace Services, Inc. Texas
Viking Systems, Inc. Texas
Viking Administrators, Inc. Texas
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENT OF THE COMPANY AS OF JUNE 30, 1997 INCLUDED IN THE 10KSB
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-31-1996
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 11,832
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> (59,160)
<INVENTORY> 0
<CURRENT-ASSETS> 111,147
<PP&E> 130,900
<DEPRECIATION> (26,618)
<TOTAL-ASSETS> 242,048
<CURRENT-LIABILITIES> 1,187,650
<BONDS> 93,546
0
0
<COMMON> 14,423
<OTHER-SE> (1,047,163)
<TOTAL-LIABILITY-AND-EQUITY> 242,047
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 266,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (23,809)
<INCOME-PRETAX> (287,288)
<INCOME-TAX> (287,288)
<INCOME-CONTINUING> (287,288)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (287,288)
<EPS-PRIMARY> (0.020)
<EPS-DILUTED> (0.020)
</TABLE>
|
|