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 September 30, 1998
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, 1998, approximately 23,424,573 net shares of Common Stock of
the issuer were outstanding. As of September 30, 1998, 100,000 shares of Class B
Common Stock of the issuer were outstanding.
<PAGE>
<TABLE>
<CAPTION>
INDEX
Page
Number
------
<S> <C> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 1998 and December 31, 1997 3
Consolidated Statements of Operations - For the three
months ended September 30, 1998 and 1997, and for the period from inception
(November 12, 1986) to September 30, 1998 5
Consolidated Statements of Operations - For the nine
months ended Septmeber 30, 1998 and 1997, and for the period from inception
(November 12, 1986) to September 30, 1998 6
Consolidated Statements of Cash Flows - For the nine months ended
September 30, 1998 and 1997, and for the period from inception
(November 12, 1986) to September 30, 1998 7
Notes to Consolidated Condensed Financial Statements 9
Item 2. Management's Discussion and Analysis or Plan of Operations. 11
PART II - OTHER INFORMATION
Item 5. Other Information 12
Item 6. Exhibits 13
SIGNATURES 14
EXHIBITS 15
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
------
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 4,170 $123,454
Accounts receivable 2,000 65,372
Notes and other accounts receivable and accrued interest 146,354 104,338
Prepaid expense -- --
-------- --------
Total current assets 152,524 293,164
-------- --------
Office furniture, equipment, software and capitalized software
development costs, net 643,673 93,727
INVESTMENT IN SUBSIDIARY -- 34,800
OTHER ASSETS 85,027 86,377
-------- --------
TOTAL ASSETS $881,224 $508,068
======== ========
</TABLE>
3
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 651,493 $ 133,060
Accrued officer's payroll 401,963 416,367
Lease obligation, current portion 30,575 27,324
Note payable and accrued interest 237,806 254,135
----------- -----------
Total current liabilities 1,321,837 830,886
----------- -----------
LONG-TERM DEBT
Obligations under capital leases, less current portion 34,639 58,134
----------- -----------
Total liabilities 1,356,476 889,020
----------- -----------
STOCKHOLDERS' DEFICIT
Common stock $0.001 par value; 150,000,000 shares authorized;
23,950,198 and 21,555,161 issued as of September
30, 1998 and December 31, 1997, respectively 23,950 21,555
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;
no shares issued and outstanding -- --
Paid-in capital 6,354,782 5,447,351
Deficits accumulated in the development stage (6,436,822) (5,541,630)
----------- -----------
(57,990) (72,624)
----------- -----------
Less treasury stock - 525,625 and 25,625 shares at cost
respectively (41,206) (6,406)
----------- -----------
Less stock issued for notes receivable (376,056) (301,922)
----------- -----------
Total stockholders' deficit (475,252) (380,952)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 881,224 $ 508,068
=========== ===========
</TABLE>
4
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30, 1998 and 1997 and
Period from November 12, 1986 (inception) to September 30, 1998
Three months ended Period from
September 30, November 12, 1986
1998 1997 to September 30, 1998
-------- --------- ---------------------
<S> <C> <C> <C>
Revenue $ -- $ 50,000 $ 441,382
Cost of Revenue -- -- 68,119
------------ ------------ ------------
Gross Profit -- 50,000 373,263
------------ ------------ ------------
Cost and expenses
Depreciation and amortization 10,079 7,653 69,991
General and administrative expenses 192,928 458,805 6,519,201
------------ ------------ ------------
Total cost and expenses 203,007 466,458 6,589,192
------------ ------------ ------------
Loss from operations (203,007) (416,458) (6,215,929)
Other income(expenses)
Interest income 11,439 2,585 61,442
Interest and penalty expense (17,632) (27,514) (213,853)
Other -- (37,260)
------------ ------------ ------------
Total other income(expense) (6,193) (24,929) (189,671)
------------ ------------ ------------
Loss before income taxes (209,200) (441,387) (6,405,600)
Income tax provision -- -- (32)
------------ ------------ ------------
Net loss $ (209,200) $ (441,387) $ (6,405,632)
============ ============ ============
Loss per common share attributable to
common stockholders
Basic and Fully Diluted $ (.009) $ (.028)
Weighted average common shares outstanding 23,213,781
</TABLE>
5
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine months ended September 30, 1998 and 1997 and
Period from November 12, 1986 (inception) to September 30, 1998
Nine months ended Period from
September 30, November 12, 1986
1998 1997 to September 30, 1998
-------- --------- ---------------------
<S> <C> <C> <C>
Revenue $ -- $ 50,000 $ 441,382
Cost of Revenue -- -- 68,119
------------ ------------ ------------
Gross Profit -- 50,000 373,263
------------ ------------ ------------
Cost and expenses
Depreciation and amortization 26,067 22,436 69,991
General and administrative expenses 867,969 1,002,027 6,519,201
------------ ------------ ------------
Total cost and expenses 894,036 1,024,463 6,589,192
------------ ------------ ------------
Loss from operations (894,036) (974,463) (6,215,929)
Other income(expenses)
Interest income 33,416 7,753 61,442
Interest and penalty expense (34,572) (68,703) (213,853)
Other -- (37,260)
------------ ------------ ------------
Total other income(expense) (1,156) (60,950)) (189,671)
------------ ------------ ------------
Loss before income taxes (895,192) (1,035,413) (6,405,600)
Income tax provision -- -- (32)
------------ ------------ ------------
Net loss $ (895,192) $ (1,035,413) $ (6,405,632)
============ ============ ============
Loss per common share attributable to
common stockholders
Basic and Fully Diluted $ (.039) $ (.070)
Weighted average common shares outstanding 23,213,781
</TABLE>
6
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30, 1998 and 1997 and
Period from November 12, 1986 (inception) to September 30, 1998
Nine months ended Period from
September 30, November 12, 1986
1998 1997 to September 30, 1998
-------- --------- ---------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (895,192) $(1,035,413) $(6,405,632)
Non-cash charges included in operations
Depreciation and amortization 26,067 22,456 69,991
Common stock issued for services and interest 266,493 346,952 1,923,768
Common B stock issued for services -- 100
Note payable issued for services -- -- 6,860
Common stock issued for services and
accrued expenses -- -- 30,434
Provision for doubtful notes receivable -- -- 52,754
Common stock issued for interest payable -- -- --
Loss on assets -- -- 15,000
Advances to stockholder expensed to consulting -- -- 57,706
Changes in assets and liabilities
(Increase)Decrease in accounts receivable 59,772 49,703 (5,600)
Prepaid expenses -- 588 --
Accrued interest receivable (33,416) -- (52,692)
(Increase) in deposits -- 400 (31,767)
(Increase) in other assets 4,601 -- (49,424)
Accounts payable and accrued expenses 498,816 (31,397) 669,960
Accrued payroll and payroll taxes (3,549) 23,124 411,028
----------- ----------- -----------
Net cash used for operating activities (76,408) (623,587) (3,307,514)
Cash flows from investing activities
Capital expenditures (551,012) (10,377) (572,426)
Loans made (5,000) (10,541) (229,708)
Loan repayments -- 2,000 15,500
Other -- -- (15,050)
----------- ----------- -----------
Net cash used for investing activities (556,012) (18,918) (801,684)
Cash flows from financing activities
Stock sale expenses -- -- (11,716)
Proceeds from sale of common stock 296,699 52,500 2,542,119
Proceeds from notes payable 267,467 706,612 2,203,353
Principal repayments of notes payable (27,535) (116,747) (577,567)
Principal payments on capital lease obligations (23,495) (6,724) (45,668)
Proceeds from preferred stock sale -- -- 20,000
Repurchase of preferred stock -- -- (11,319)
Preferred dividends paid -- -- (5,834)
----------- ----------- -----------
Net cash provided by financing activities 513,136 635,641 4,113,368
Increase (decrease) in cash (119,284) (6,884) 4,170
</TABLE>
- continued -
7
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(Unaudited)
Nine months ended September 30, 1998 and 1997 and
Period from November 12, 1986 (inception) to September 30, 1998
Nine months ended Period from
September 30, November 12, 1986
1998 1997 to September 30, 1998
-------- --------- ---------------------
<S> <C> <C> <C>
Cash at beginning of period 123,454 10,000 --
---------- ---------- ----------
Cash at end of period $ 4,170 $ 3,136 $ 4,170
========== ========== ==========
Cash flow information:
Interest paid $ -- $ -- $ 55,309
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 and fees $ 242,337 $ 345,092 $1,647,483
Repayment of notes payable $ 247,500 $ 27,207 1,209,617
Payment of interest $ 24,156 $ 1,860 126,617
Payment of accounts payable and exp reimbursement $ -- $ -- 27,055
Conversion of preferred stock $ -- $ -- 100,000
Payment of preferred stock dividend $ -- $ -- 25,556
Notes Receivable $ 74,134 $ -- 376,056
Equipment $ 25,000 $ -- 25,000
Note payable issued for services $ -- $ -- $ 6,860
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>
8
The accompanying notes are an integral part of these financial statements.
<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,
1997.
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. UNCONSOLIDATED SUBSIDIARY
Pursuant to an agreement dated September 4, 1997, the Company acquired all of
the outstanding stock of Triple A Annuity Marketing, Inc. in exchange for common
restricted shares. Due to certain contingent provisions in the agreement, the
transaction was accounted for as the purchase of an unconsolidated subsidiary
under the equity method as it was unclear if control of the subsidiary would be
permanent. The investment was recorded at $34,800, the net book value of Triple
A Annuity Marketing, Inc. In the third quarter of 1998, Triple A exercised its
option under the provisions of the agreement to rescind the purchase. The equity
investment of $34,800 was reclassified to treasury stock representing the
500,000 shares of common restricted stock which were returned Viking.
3. SOFTWARE DEVELOPMENT COSTS
During January of 1998, the Company formed a strategic joint venture alliance
with Transaction Information Systems, Inc. (TIS) for the building of a technical
robust architecture capable of supporting the Company's long term strategic
initiatives of creating an interactive enterprise insurance and retirement
services website. During the period ended September 30, 1998, the Company had
incurred $548,225 of costs associated with such initiatives. Subsequent to
September 30, 1998, the Company incurred $75,353 in cost. The Company has
capitalized such costs as software development costs. Amortization of the asset
will begin when placed in to service which is expected to be in the fourth
quarter of 1998.
Financial Accounting Standard No. 86, "Accounting for the Cost of Computer
Software to be Sold, Leased, or Otherwise Marketed", provides for the
capitalization of certain costs related to development of computer software
products. Capitalized computer software costs include direct labor,
labor-related overhead costs and interest. The software will be amortized over
its expected useful life of 3 years after it is placed in service. Management
periodically evaluates the recoverability, valuation and amortization of
capitalized software cost. As part of this review, management considers the
undiscounted projected future net earnings. If the undiscounted future net
earnings is less than the stated value, software costs will be written down to
fair value.
9
<PAGE>
VIKING CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
5. OPTIONS ISSUED
During the current quarter, the Company granted options exercisable at rates
from $0.25 to $1.00 per share. This includes options for five years for 121,413
shares of common restricted stock exercisable at 25% per year at $0.75 per share
and options for five years for 300,000 shares of common restricted stock
exercisable at 25% per year at $1.00 per share and for 143,649 shares
exercisable and expiring within one year at a weighted average exercise price of
$0.42 per share.
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.
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, 1998
Subsequent to September 30, 1998, the Company incurred $75,353 in software
development cost (see footnote 3). In addition, the Company issued 148,000
shares of common restricted stock and granted options for 406,000 shares
exercisable and expiring within one year at an exercise price of $0.30 per share
and 408,000 shares exercisable within one year at an exercise price of $0.50 per
share.
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, 1998, the Company
(website: www.vcgi.com) 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 concluded the negotiations of a Joint Network
Services Agreement with New-York-based IXNET (website: www.ixnet.com), a
subsidiary of IPC Information Systems, Inc. (NASDAQ:IPCX). The two companies
will create a high-performance, private ATM (asynchronous transfer mode) network
to launch its eCommerce insurance system, Universal IP(TM). The Company has also
continued in its efforts to build the robust technical architecture required for
Universal IP (TM) with its strategic partner Transaction Information Systems,
Inc. (TIS) (website www.tisny.com) of New York. The Company refers to these
strategic relationships as the "Viking Systems Business Enterprise". During the
quarter ended September 30, 1998, the Company had incurred costs of $312,306 in
efforts to build the technical robust architecture required for the Universal
IP(TM) system. Additional costs of similar or greater size are anticipated in
this effort.
In connection with its efforts to attract capital and implement its
plan of business, the Company incurred general and administrative expenses of
$867,036 and reported net losses of $895,192 for the nine month period ended
September 30, 1998.
Material Changes in Financial Condition, Liquidity and Capital Resources
The Company had a cash balance of $4,170 at September 30, 1998. During
the third quarter of 1998, the Company raised $145,800 via short term loans from
unrelated parties, $1,352 via short term loans from related parties and an
additional $20,000 through the private sale of stock.
Even after the receipt of $167,152 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. 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. If the Company is successful
in implementing its plan of operations, the Company will be required to lease,
acquire or construct significant additional facilities and equipment and hire
substantial additional employees to carry out such 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.
Attention is directed to the financial information related to the
efforts to build the technical robust architecture required by the Registrant's
Universal IP(TM) eCommerce insurance software systems as noted in Part I
Financial Statements and footnote 3 and, in Management's Discussion and Analysis
or Plan of Operations and such information is incorporated herein by reference.
Pursuant to an agreement dated September 4, 1997, the Company acquired
all of the outstanding stock of Triple A Annuity Marketing, Inc. in exchange for
common restricted shares. Due to certain contingent provisions in the agreement,
the transaction was accounted for as the purchase of an unconsolidated
subsidiary under the equity method as it was unclear if control of the
subsidiary would be permanent. The investment was recorded at $34,800, the net
book value of Triple A Annuity Marketing, Inc. In the third quarter of 1998,
Triple A exercised its option under the provisions of the agreement to rescind
the purchase. Management believes the dollar amount is immaterial to the
company's financial position (see footnote 2). Relations with Triple A are
favorable.
Item 6. Exhibits and Reports
Exhibit 21.1 List of subsidiaries of the Registrant
Exhibit 27.1 Financial Data Schedule
12
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1
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 13, 1998 By: \s\ William J. Fossen
----------------------
William J. Fossen, President
Dated: November 13, 1998 By: \s\ Matthew W. Fossen
----------------------
Matthew W. Fossen
Chief Financial Officer
14
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
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, 1998 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 4170
<SECURITIES> 0
<RECEIVABLES> 207514
<ALLOWANCES> 59160
<INVENTORY> 0
<CURRENT-ASSETS> 152524
<PP&E> 711664
<DEPRECIATION> 67991
<TOTAL-ASSETS> 881224
<CURRENT-LIABILITIES> 1321837
<BONDS> 34639
0
0
<COMMON> 23950
<OTHER-SE> (499202)
<TOTAL-LIABILITY-AND-EQUITY> 881224
<SALES> 0
<TOTAL-REVENUES> 33416
<CGS> 0
<TOTAL-COSTS> 894036
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (34572)
<INCOME-PRETAX> (895192)
<INCOME-TAX> 0
<INCOME-CONTINUING> (895192)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (895192)
<EPS-PRIMARY> (0.039)
<EPS-DILUTED> (0.039)
</TABLE>
