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, 2000
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
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(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, 2000, approximately 35,294,066 shares of Common Stock of the
issuer were outstanding. As of September 30, 2000, 100,000 shares of Class B
Common Stock of the issuer were outstanding.
<PAGE>
VIKING CAPITAL GROUP, INC.
INDEX
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - September 30, 2000(unaudited) and
December 31, 1999 3
Consolidated Statements of Operations(unaudited) - For the three
months ended September 30, 2000 and 1999, and for the period from
inception (November 12, 1986) to September 30, 2000 5
Consolidated Statements of Operations(unaudited) - For the nine
months ended September 30, 2000 and 1999, and for the period from
inception (November 12, 1986) to September 30, 2000 6
Consolidated Statements of Cash Flows(unaudited) - For the nine
months ended September 30, 2000 and 1999, and for the period from
inception(November 12, 1986) to September 30, 2000 7
Notes to Consolidated Condensed Financial Statements(unaudited) 9
Item 2. Management's Discussion and Analysis or Plan of Operations. 11
PART II - OTHER INFORMATION
Item 2. Changes in Securities 13
Item 5. Other Information 13
Item 6. Exhibits and Reports 13
SIGNATURES 15
EXHIBITS 16
2
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
ASSETS
------
(Unaudited)
September 30, December 31,
2000 1999
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<S> <C> <C>
CURRENT ASSETS
Cash $ 6,323 $ 8,434
Accounts receivable -- 14,024
Notes and other accounts receivable and accrued interest 101,329 76,617
------------- -------------
Total current assets 107,652 99,075
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OFFICE FURNITURE, EQUIPMENT, SOFTWARE AND
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET 722,060 823,260
OTHER ASSETS 85,027 90,359
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TOTAL ASSETS $ 914,739 $ 1,012,694
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
(Unaudited)
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 385,764 $ 463,997
Accrued officers' payroll 1,203,299 921,422
Lease obligation, current portion 14,090 20,923
Note payable and accrued interest 268,670 219,201
------------ ------------
Total current liabilities 1,871,823 1,625,543
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LONG-TERM DEBT
Obligations under capital leases, less current portion 1,703 14,389
------------ ------------
Total liabilities 1,873,526 1,639,932
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STOCKHOLDERS' DEFICIT
Preferred stock $1.00 par value; 50,000,000 shares authorized;
Series A Preferred Stock $1.00 par value; 2,500,000 shares
authorized, no shares issued and outstanding -- --
Series AA Preferred Stock $1.00 par value; 6,000,000 shares
authorized, no shares issued and outstanding -- --
Common stock $0.001 par value; 150,000,000 shares authorized;
35,819,691 and 32,029,192 issued and outstanding as of September
30, 2000 and December 31, 1999, respectively 35,819 32,029
Common stock Class B $0.001 par value; 100,000 shares
authorized and outstanding 100 100
Paid-in capital 10,147,648 9,197,191
Deficits accumulated in the development stage (10,269,114) (9,062,318)
------------ ------------
(85,547) 167,002
Less treasury stock - 525,625 shares at cost (41,206) (41,206)
Less stock issued for notes receivable (832,034) (753,034)
------------ ------------
Total stockholders' deficit (958,787) (627,238)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 914,739 $ 1,012,694
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended September 30, 2000 and 1999 and
Period from November 12, 1986 (inception) to September 30, 2000
Three months ended Period from
September 30, November 12, 1986
2000 1999 to September 30, 2000
------------ ------------ ---------------------
<S> <C> <C> <C>
Revenue $ -- $ -- $ 475,060
Cost of Revenue -- -- 91,324
------------ ------------ ------------
Gross Profit -- -- 383,736
------------ ------------ ------------
Cost and expenses
Depreciation and amortization 72,219 12,164 232,118
General and administrative expenses 415,988 383,034 10,177,269
------------ ------------ ------------
Total cost and expenses 488,207 395,198 10,409,387
------------ ------------ ------------
Loss from operations (488,207) (395,198) (10,025,651)
Other income(expenses)
Interest income 767 12,903 104,509
Interest and penalty expense (7,846) (8,453) (275,251)
Other (751) (1,288) (41,501)
------------ ------------ ------------
Total other income(expense) (7,830) 3,162 (212,243)
------------ ------------ ------------
Loss before income taxes (496,037) (392,036) (10,237,894)
Income tax provision -- -- (32)
------------ ------------ ------------
Net loss $ (496,037) $ (392,036) $(10,237,926)
============ ============ ============
Loss per common share attributable to
common stockholders
Basic and Fully Diluted $ (.014) $ (.013)
Weighted average common shares outstanding 34,356,323 30,068,565
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, 2000 and 1999 and
Period from November 12, 1986 (inception) to September 30, 2000
Nine months ended Period from
September 30, November 12, 1986
2000 1999 to September 30, 2000
------------ ------------ ---------------------
Revenue $ 15,666 $ -- $ 475,060
Cost of Revenue 13,366 -- 91,324
------------ ------------ ------------
Gross Profit 2,300 -- 383,736
------------ ------------ ------------
Cost and expenses
Depreciation and amortization 101,201 33,955 232,118
General and administrative expenses 1,101,356 1,345,686 10,177,269
------------ ------------ ------------
Total cost and expenses 1,202,557 1,379,641 10,409,387
------------ ------------ ------------
Loss from operations (1,200,257) (1,379,641) (10,025,651)
Other income(expenses)
Interest income 19,582 36,130 104,509
Interest and penalty expense (21,707) (23,227) (275,251)
Other (4,415) 625 (41,501)
------------ ------------ ------------
Total other income(expense) (6,540) 13,528 (212,243)
------------ ------------ ------------
Loss before income taxes (1,206,797) (1,366,113) (10,237,894)
Income tax provision -- -- (32)
------------ ------------ ------------
Net loss $ (1,206,797) $ (1,366,113) $(10,237,926)
============ ============ ============
Loss per common share attributable to
common stockholders
Basic and Fully Diluted $ (.036) $ (.047)
Weighted average common shares outstanding 33,520,759 29,014,228
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September 30, 2000 and 1999 and
Period from November 12, 1986 (inception) to September 30, 2000
Nine months ended Period from
September 30, November 12, 1986
2000 1999 to September 30, 2000
------------ ------------ ---------------------
<S> <C> <C> <C>
Cash flows from operating activities
Net loss $ (1,206,797) $ (1,366,113) $(10,237,926)
Non-cash charges included in operations
Allowance for doubtful accounts/bad debt expense -- -- 65,062
Depreciation and amortization 101,201 33,955 232,118
Common stock issued for services and interest 319,799 274,839 2,606,512
Note payable issued for services -- -- 6,860
Common stock issued for services and
accrued expenses -- -- 187,672
Provision for doubtful notes receivable -- -- 52,754
Common stock issued for interest payable -- -- 141,296
Loss on assets -- -- 15,000
Advances to stockholder expensed to consulting -- -- 57,706
Changes in assets and liabilities
Accounts receivable 14,024 5,193 205
Accrued interest receivable 15,288 (23,811) (33,889)
Deposits -- -- (31,767)
Other assets 5,332 (14,686) (52,675)
Accounts payable and accrued expenses (71,265) (116,283) 426,197
Accrued payroll and payroll taxes 281,877 254,232 1,201,510
------------ ------------ ------------
Net cash used for operating activities (540,541) (952,674) (5,363,365)
Cash flows from investing activities
Capital expenditures -- (166,982) (837,940)
Loans made (60,000) (77,500) (375,748)
Loan repayments -- 8,200 94,500
Other -- -- (15,050)
------------ ------------ ------------
Net cash used for investing activities (60,000) (236,282) (1,134,238)
Cash flows from financing activities
Stock sale expenses -- -- (11,716)
Proceeds from sale of common stock 535,249 1,119,751 4,704,888
Proceeds from notes payable 178,000 76,800 2,632,071
Principal repayments of notes payable (95,300) (11,322) (732,319)
Principal payments on capital lease obligations (19,519) (8,889) (91,845)
Proceeds from preferred stock sale -- -- 20,000
Repurchase of preferred stock -- -- (11,319)
Preferred dividends paid -- -- (5,834)
------------ ------------ ------------
Net cash provided by financing activities 598,430 1,176,340 6,503,926
Increase (decrease) in cash (2,111) (12,616) 6,323
</TABLE>
- continued -
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
<TABLE>
<CAPTION>
VIKING CAPITAL GROUP, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(Unaudited)
Nine months ended September 30, 2000 and 1999 and
Period from November 12, 1986 (inception) to September 30, 2000
Nine months ended Period from
September 30, November 12, 1986
2000 1999 to September 30, 2000
---------- ---------- ---------------------
<S> <C> <C> <C>
Cash at beginning of period 8,434 47,506 --
---------- ---------- ----------
Cash at end of period $ 6,323 $ 34,890 $ 6,323
========== ========== ==========
Cash flow information:
Interest paid $ 13,459 $ 23,227 $ 116,767
Income taxes paid $ -- $ -- $ 32
Non-cash investing activities:
Repayment of note receivable - non cash method $ -- $ -- $ 21,000
Common stock issued for:
Acquisition of Triple A $ -- $ -- $ --
Acquisition of NIAI $ -- $ -- $ 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:
Repayment of notes payable $ 20,198 $ 158,818 $1,439,433
Payment of interest $ 1,825 $ 12,474 $ 143,122
Payment of accounts payable and exp reimbursement $ -- $ -- $ 15,000
Conversion of preferred stock $ -- $ -- $ 100,000
Payment of preferred stock dividend $ -- $ -- $ 25,556
Notes Receivable $ 79,000 $ 123,972 $ 832,032
Equipment $ -- $ -- $ 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>
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,
1999.
In the opinion of management, the unaudited interim consolidated financial
statements of the Company contain 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. SOFTWARE DEVELOPMENT COSTS
The Company has capitalized certain software development costs in accordance
with SFAS No. 86 (see below).
During 1999, the Company began to amortize software costs of $96,962 associated
with the development of an e-commerce web-site and web based demonstration
software associated with IP Banker and Benefits IP, using an estimated useful
life of three years. The remaining software development costs of $666,767
incurred for the Company's technical architecture/integrator are being amortized
over three years beginning in the third quarter of 2000.
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 is being amortized over
its expected useful life of 3 years. 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 are 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)
3. RELATED PARTY TRANSACTIONS
During the third quarter of 2000, promissory notes totaling $20,000.00 were
entered into with related parties. The notes each bear interest of 12%, are due
upon demand, and are currently outstanding.
4. OPTIONS ISSUED
During the first quarter of 2000, the Company granted 603,752 share options
exercisable at $0.45 per share. All of these options are exercisable within one
year and expire within one year from the date of issuance and were issued in
conjunction with common restricted stock sales.
During second quarter of 2000, the Company granted 36,667 common restricted
share options exercisable at $0.45 per share. All of these options are
exercisable within one year and expire within one year and were issued in
conjunction with common restricted stock sales. The Company also issued 26,241
common restricted share options exercisable at $0.30 per share. These options
are exercisable and expire within one year and were issued in conjunction with
the conversion of a promissory note.
During the third quarter of 2000, the Company reserved shares for performance
based options for one million five hundred thousand common restricted shares.
These options are exercisable upon the occurrence of certain financial events
should they occur within one year. If and when the options become exercisable,
they will expire within two years and are exercisable at the rate of one dollar
per share. The Company also granted 325,000 common restricted share options
exercisable at $0.50 per share and 268,000 common restricted share options
exercisable at $0.25 per share. These options were issued in conjunction with
restricted stock sales and services. All of these options are exercisable within
one year and expire within one year of the date of issuance.
5. GOING CONCERN
The financial statements have been prepared on the assumption that the Company
will continue as a going concern. The Company's 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. The consolidated
financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or classification of
liabilities which may result from the inability to continue as a going concern.
6. EVENTS SUBSEQUENT TO SEPTEMBER 30, 2000
Subsequent to September 30, 2000, the Company issued 248,000 common restricted
shares for cash and 7,172 common restricted shares in conjunction with payment
of interest payable on a promissory note.
10
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Item 2. Management's Discussion and Analysis or Plan of Operations.
This Quarterly Report on Form 10-QSB contains certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 and information relating to the Company and its subsidiaries that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this report, the words "anticipate," "believe," "estimate," "expect" and
"intend" and words or phrases of similar import, as they relate to the Company
or its subsidiaries or Company management, are intended to identify
forward-looking statements. Such statements reflect the current risks,
uncertainties and assumptions related to certain factors including, without
limitations, changes or anticipated changes in regulatory environments,
competitive factors, general economic conditions, customer relations,
relationships with vendors, the interest rate environment, governmental
regulation and supervision, seasonality, distribution networks, product
introductions and acceptance, technological change, changes in industry
practices, onetime events and other factors described herein and in other
filings made by the company with the Securities and Exchange Commission. Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize, or should any underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.
Material Changes in Results of Operations
The current and prior quarter's activities have been focused on reducing
operating costs and continuing efforts to explore growth through acquisition.
Management is using more than one source for potential candidates and believes
that an acquisition will result from such activities.
Prior to and including the current quarter, the Company has been engaged in
preparing the necessary business alliances and relationships to fulfill its full
plan of operations including both growth through acquisitions and growth through
building of technology based revenue streams through non-acquisition methods.
The company's plan for non-acquisition revenue growth has focused on its
business model of being an application service provider (ASP), formerly referred
to as a "service bureau environment", in fee and transaction fee generating
areas. These areas consist of internet based banking(IP Banker) , securities
trading (IP Trader), human resource/benefit plan information (Benefits IP), life
insurance information relevant to policyholders and agents (Universal IP) and
direct marketing organizations (IP Marketer).
In support of these goals, the Company has developed software capabilities
encompassing various aspects of each of these functions and is currently focused
on pursuing bank clients. Sales efforts for bank clients have been hampered due
to lack of funds for sales support and financial stability factors required to
compete effectively. The Company has also developed strategic partners to handle
secure communications and bandwidth needs, implementation requirements, ongoing
maintenance, upgrade and training needs. The Company's marketing niche is small
to medium sized banks, credit unions, S&L's etc. focusing on their desire to
retain their current customer base and enhance fee income in the face of
sweeping regulatory changes and increased services based competition primarily
from larger institutions. Each service provided by or proposed to be provided by
the Company to a bank is added to the basic on-line banking service and marketed
through/with our bank client. Our business model generates additional fee income
for our clients by sharing fee income generated through the bank depositors' use
of different services. The business model has been well received in the
marketplace and the Company intends to continue to pursue these customers.
The lack of availability of cash has been a detriment to the Company in two
areas. The first area is that insurance company targets have almost exclusively
desired a cash purchase and the Company has not been able to move fast enough
before a competitor buys a potential target. The second area is that without a
larger cash and asset balance, bank customers are not eager to sign contracts
for reasons of
11
<PAGE>
stability. While a lack of cash has hindered the Company's
progress, management does not believe that it will ultimately prevent the
Company from moving forward.
Management is actively considering options for the Company including
acquisitions of revenue producing technology companies, with stock, that fit or
complement our business model. Other companies, companies that do not
necessarily fit our business model, may be considered if management believes
that its assets or contracts would enhance the Company's ability to generate
revenues and raise additional capital for further growth. Management has
expanded the scope of its search to include companies outside the United States
and considers this a significant addition to its strategy. Management believes,
based upon discussions with potential targets, that a stock acquisition of
another company that is currently producing revenue and/or has significant
assets is viable. This method of growth is acceptable to Viking management. The
Company is actively reviewing acquisition candidates as the most expedient way
to move the Company forward. The Company is also considering the spin-off of one
or more of its subsidiaries and joint ventures as potential tactical methods for
growth of shareholder value and the company as a whole.
The Company is pursuing and intends to continue to pursue its full business
plan. On the insurance acquisition front, the Company continues to be solicited,
and continues to entertain such solicitations, by various state and local
government entities to place future acquired insurance company administrative
operations in their state or local area. The Company is seeking economic
incentive packages in the $20 to $30 million range in incentives and grants from
such entities. It is anticipated that this administrative business will employ
between 1,200 and 1,450 people. The Company has also been solicited by various
money managers to manage our future insurance company portfolios. The Company
has currently required that soliciting money managers must also be willing to
take an equity position in the Company. Such discussions are ongoing. 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.
Material Changes in Financial Condition, Liquidity and Capital Resources
In connection with its efforts to attract capital and implement its plan of
business, the Company incurred losses for the quarters ended September 30, 2000
and 1999, of $496,037 and $392,036 respectively. For the nine months ended
September 30, 2000 and 1999, the Company incurred losses of $1,206,797 and
$1,366,113 respectively. The cost fluctuations for the three and nine month
periods are due primarily to costs associated with employees, consultants, and
contractors. During 1999, the Company employed several individuals as employees
or contractors who are no longer with the Company for the same periods in 2000.
Increased depreciation charges for the current and future quarters will also
increase reported losses by approximately $55,500 each quarter resulting from
the amortization of capitalized software costs. This is a non-cash cost and will
not affect cash requirements. The Company generated no revenue in the current
quarter or the same quarter in 1999. For the nine months ended September 30,
2000, the company generated $15,666 in revenue versus zero for the same period
in 1999. The revenue produced is related to the sale of Video Conferencing PCs
and a specialty Multimedia board for PCs.
At September 30, 2000, the Company had cash on hand of $6,372, current assets of
$107,652 including cash, total assets of $914,739 and liabilities totaling
$670,227 excluding accrued officer's salary of $1,203,299 for a total liability
of $1,873,526. Subsequent to September 30, 2000, the Company raised $62,200
through sale of stock and promissory notes. The Company anticipates that the
funds on hand will not sustain current operations beyond the first six months
and are not sufficient to implement any of the Company's full plan of
operations. Accordingly, in order to sustain operations past such period and to
implement the Company's full plan of operations, the Company must secure
additional funds. There can be no degree of assurance that the Company will be
successful in securing additional funds. If the Company is successful in
implementing its full 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.
12
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities
During the quarter ended September 30, 2000, the Company privately sold for
cash, common restricted shares (Class A Common) to accredited investors under
exemption from registration under the Securities Act pursuant to Section 4(2)
and/or Regulation D, Rule 506. In summary for the current quarter, 650,000
common restricted shares were purchased for $130,000 cash, 538,100 common
restricted shares were issued for services rendered, 400,000 common restricted
shares were issued in conjunction with a note receivable and 67,101 common
restricted shares were isssued pursuant to conversion of a promissory note and
accrued interest.
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.
Item 6. Exhibits and Reports
Exhibit 21.1 List of subsidiaries of the Registrant
Exhibit 27.1 Financial Data Schedule
13
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EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1
21.1 List of Subsidiaries of the Registrant
27.1 Financial Data Schedule
14
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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, 2000 By: /s/ William J. Fossen
-----------------------------
William J. Fossen, President
Dated: November 13, 2000 By: /s/ Matthew W. Fossen
-----------------------------
Matthew W. Fossen
Chief Financial Officer
15
