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, 2002

                                       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, 2002, approximately 59,478,726 shares of Common Stock of the
issuer were  outstanding.  As of September 30, 2002,  100,000  shares of Class B
Common Stock of the issuer were outstanding.

<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES


                                    CONTENTS




                                                                          PAGE
                                                                          ----

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

     Consolidated Balance Sheets at September 30, 2002
         (Unaudited) and December 31, 2001..................................3

     Consolidated Statements of Operations (Unaudited) for the
         three months ended September 30, 2002 and 2001.....................5

     Consolidated Statements of Operations (Unaudited) for the
         nine months ended September 30, 2002 and 2001......................6

     Consolidated Statements of Cash Flows (Unaudited) for the
         nine months ended September 30, 2002 and 2001......................7

     Notes to Consolidated Financial Statements.............................9

Item 2. Management's Discussion and Analysis or Plan of Operations.........16

Item 3. Controls and Procedures............................................22


PART II. - OTHER INFORMATION

Item 1.  Legal Matters.....................................................22

Item 2.  Changes in Securities.............................................23

Item 5. Other Information..................................................23

Item 6.  Exhibits and reports on Form 8-K..................................27

SIGNATURES.................................................................28

EXHIBITS...................................................................31



                                                                               2
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                               (expressed in US $)


                                     ASSETS
                                     ------

                                                                   (Unaudited)
                                                                  September 30,     December 31,
                                                                       2002             2001
                                                                  -------------    -------------
                                                                          (in thousands)
<S>                                                               <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents                                      $       7,380            7,191
   Other receivables                                                        536              719
   Mortgage notes receivable                                             13,597           15,797
   Notes receivable and accrued interest, net of allowance of
     $191,000 and $131,000 (including related party amounts of
     $100,000 and $60,000 at September 30, 2002 (unaudited) and
     December 31, 2001, respectively                                        104               60
   Deposit                                                                1,210            1,210
   Real estate held for sale                                             49,380           50,592
                                                                  -------------    -------------

        Total current assets                                             72,207           75,569

PROPERTY AND EQUIPMENT
   Building                                                              37,543           37,543
   Computer equipment                                                       157              157
   Furniture and office equipment                                            43               43
   Vehicles                                                                  39               39
   Building improvements                                                    675              640
                                                                  -------------    -------------

                                                                         38,457           38,422

   Accumulated depreciation and amortization                             (1,769)            (173)
                                                                  -------------    -------------

             Net property and equipment                                  36,688           38,249

CAPITALIZED SOFTWARE, net of accumulated amortization
   of $361,000                                                              413              413

NOTES AND OTHER RECEIVABLES FROM RELATED PARTIES                         14,245           12,876

INVESTMENTS IN AFFILIATES                                                 2,013            2,118

OTHER ASSETS                                                                 42               44
                                                                  -------------    -------------

TOTAL ASSETS                                                      $     125,608    $     129,269
                                                                  =============    =============

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               3
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS - Continued
                               (expressed in US $)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                                        (Unaudited)
                                                                       September 30,     December 31,
                                                                            2002             2001
                                                                       -------------    -------------
                                                                               (in thousands)
<S>                                                                    <C>              <C>
CURRENT LIABILITIES
  Current maturities of long-term debt (including $198,000 due to
     related parties, net of unamortized debt discount of $44,000
     and $48,000 at September 30, 2002 (unaudited) and
     December 31, 2001, respectively)                                  $      20,115    $      19,960
  Accounts payable                                                            11,937           12,454
  Accrued officers' salaryand payroll taxes                                    1,596            1,658
  Other payables                                                              11,844           12,642
  Due to related parties                                                         586            1,174
  Deferred income tax liability                                               12,980           13,737
  Current income taxes payable                                                   567              568
  Other accrued expenses                                                       9,596            8,320
                                                                       -------------    -------------

             Total current liabilities                                        69,221           70,513

LONG-TERM DEBT, less current portion                                          25,531           25,531
                                                                       -------------    -------------

             Total liabilities                                                94,752           96,044

NON-CONTROLLING INTEREST                                                       7,998            8,091

STOCKHOLDERS' EQUITY
  Preferred stock $1.00 par value; 50,000,000 shares authorized:
     Series 2001 Callable Preferred Stock $1.00 par value; 5,000,000
        shares authorized, 1,800,000 shares issued and outstanding
        (liquidation preference of $18,000,000)                                1,800            1,800
  Common stock $0.001 par value; 150,000,000 shares authorized,
     67,504,351 and 64,361,485 shares issued at September 30, 2002
     (unaudited) and December 31, 2001, respectively                              68               64
  Common stock Class B $0.001 par value; 100,000 shares authorized,
     issued and outstanding                                                     --               --
  Additional paid-in capital                                                  36,829           36,205
  Accumulated deficit                                                        (12,798)          (9,894)
                                                                       -------------    -------------
                                                                              25,899           28,175

             Less treasury stock; 8,025,625 shares at cost                    (3,041)          (3,041)
                                                                       -------------    -------------

             Total stockholders' equity                                       22,858           25,134
                                                                       -------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $     125,608    $     129,269
                                                                       =============    =============

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               4
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               (expressed in US $)

                                                                                   (Unaudited)
                                                                         Three Months Ended September 30,
                                                                               2002              2001
                                                                         --------------    --------------
                                                                       (in thousands, except loss per share)
<S>                                                                      <C>              <C>
REVENUES
     Rental income                                                       $          556    $           --
     Sales of real estate, net of sales taxes                                        --                --
     Other                                                                           --                --
                                                                         --------------    --------------

         Total revenues                                                             556                --

COST OF REVENUE
     Cost of real estate sales                                                       --                --
     Selling expenses                                                               (72)               --
                                                                         --------------    --------------

         Total cost of revenue                                                      (72)               --
                                                                         --------------    --------------

GROSS PROFIT                                                                        484                --

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                     (1,049)             (396)
                                                                         --------------    --------------

Loss from operations                                                               (565)             (396)

OTHER INCOME (EXPENSE)
     Interest income (including $117,000 and $0 from related parties)               119                 3
     Interest expense (including $2,000 and $1,000 to related parties)             (780)              (12)
     Loss from equity accounted investments                                         (15)               --
     Other income                                                                    31                --
                                                                         --------------    --------------

         Total other income (expense)                                              (645)               (9)
                                                                         --------------    --------------

Loss before provision for income taxes and non-controlling interest              (1,210)             (405)

         Income tax benefit                                                         844                --
                                                                         --------------    --------------

Loss before non-controlling interest                                               (366)             (405)

NON-CONTROLLING INTEREST                                                             76                --
                                                                         --------------    --------------

NET LOSS                                                                 $         (290)   $         (405)
                                                                         ==============    ==============

BASIC AND DILUTED LOSS PER SHARE                                         $        (0.00)   $        (0.01)
                                                                         ==============    ==============

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                             59,192            39,007
                                                                         ==============    ==============

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               5
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                               (expressed in US $)

                                                                                  (Unaudited)
                                                                         Nine Months Ended September 30,
                                                                              2002             2001
                                                                         -------------    -------------
                                                                     (in thousands, except loss per share)
<S>                                                                      <C>              <C>
REVENUES
     Rental income                                                       $       1,912    $          --
     Sales of real estate, net of sales taxes                                      318               --
     Other                                                                          14               --
                                                                         -------------    -------------

         Total revenues                                                          2,244               --

COST OF REVENUE
     Cost of real estate sales                                                  (1,482)              --
     Selling expenses                                                             (153)              --
                                                                         -------------    -------------

         Total cost of revenue                                                  (1,635)              --
                                                                         -------------    -------------

GROSS PROFIT                                                                       609               --

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                    (3,475)          (1,139)
WRITE OFF OF MORTGAGE NOTES RECEIVABLE                                            (139)              --
                                                                         -------------    -------------

Loss from operations                                                            (3,005)          (1,139)

OTHER INCOME (EXPENSE)
     Interest income (including $349,000 and $0 from related parties)              354                6
     Interest expense (including $6,000 and $1,000 to related parties)          (2,261)             (35)
     Loss from equity accounted investment                                        (117)              --
     Other income                                                                   36               --
                                                                         -------------    -------------

         Total other income (expense)                                           (1,988)             (29)
                                                                         -------------    -------------

Loss before provision for income taxes and non-controlling interest             (4,993)          (1,168)

         Income tax benefit                                                        758               --
                                                                         -------------    -------------

Loss before non-controlling interest                                            (4,235)          (1,168)

NON-CONTROLLING INTEREST                                                         1,331               --
                                                                         -------------    -------------

NET LOSS                                                                 $      (2,904)   $      (1,168)
                                                                         =============    =============

BASIC AND DILUTED LOSS PER SHARE                                         $       (0.05)   $       (0.03)
                                                                         =============    =============

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                            58,180           37,420
                                                                         =============    =============

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               6
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (expressed in US $)
                                 (in thousands)

                                                                         (Unaudited)
                                                                Nine Months Ended September 30,
                                                                     2002             2001
                                                                -------------    -------------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                   $      (2,904)   $      (1,168)
     Non cash charges included in operations
         Depreciation and amortization                                  1,628              221
         Amortization of deferred financing costs                          65               --
         Common stock issued for services                                 136              127
         Stock options issued for services                                 52               47
         Note payable issued for interest expense                          --                1
         Gain on disposal of asset                                        (25)              --
         Loss from equity accounted in affiliates                         117               --
         Non-controlling interest                                      (1,331)              --
         Write off of mortgage notes receivable                           139               --
         Write off of accounts receivable                                 248               --
     Changes in assets and liabilities
         (Increase) decrease in real estate held for sale               1,305               --
         (Increase) decrease in mortgage loans receivables              1,968               --
         (Increase) decrease in accrued interest receivable                (5)              (6)
         (Increase) decrease in other assets and receivables              (65)              55
         Increase (decrease) in accounts payable                         (519)             (25)
         Increase (decrease) in accrued officers' salary and
            payroll taxes                                                  --              309
         Increase (decrease) in customer deposits                          --               --
         Increase (decrease) in other accrued expenses                  1,206               --
         Increase (decrease) in deferred income tax liability            (758)              --
         Increase (decrease) in other payables                           (772)              --
         Increase (decrease) in interest payable                           --               15
                                                                -------------    -------------

Net cash provided by (used in) operating activities                       485             (424)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property, plant and equipment                           (70)              --
     Proceeds from sale of property, plant and equipment                   30               --
     Loans made                                                            (4)             (83)
     Loans made to shareholders                                           (42)              --
     Advances to related parties                                         (478)              --
                                                                -------------    -------------

Net cash used in investing activities                                    (564)             (83)

</TABLE>


                                 - Continued -


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               7
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                               (expressed in US $)
                                 (in thousands)

                                                                          (Unaudited)
                                                                Nine Months Ended September 30,
                                                                     2002             2001
                                                                -------------    -------------
<S>                                                             <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable                                $         312    $         184
     Advances from and repayments to related parties, net                (879)              --
     Repayments of notes payable                                         (213)             (30)
     Repayments of capital lease obligations                               --              (10)
     Proceeds from sale of common stock                                   287              500
     Capital contributions                                                761               --
                                                                -------------    -------------

Net cash provided by financing activities                                 268              644
                                                                -------------    -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 189              137

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                        7,191               13
                                                                -------------    -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $       7,380    $         150
                                                                =============    =============

SUPPLEMENTAL DISCLOSURES

     Cash flow information:

         Interest paid                                          $         781    $          10
         Income taxes paid                                                 --               --

     Non-cash financing activities:

         Common stock issued for:
             Repayment of notes payable                                    84               51
             Payment of interest                                            6                1

     Common stock cancelled for conversion of note receivable               1               60

     Marketable securities acquired for note payable                       --                9

     Beneficial conversion                                                 34               --

     Debt discount resulting from the issuance
         of options to obtain debt financing                               28               --


</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               8
<PAGE>

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.       BASIS OF PRESENTATION

The consolidated  interim  financial  statements  include the accounts of Viking
Capital Group, Inc. and its 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 U.S. 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,
2001.

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.       NOTES PAYABLE

During the third  quarter of 2002,  the Company  entered into a promissory  note
payable for $50,000.  This note bears  interest at 12%, is secured by all assets
of Viking and matures on August 21, 2003. Interest payments are due quarterly.

Additionally, during the third quarter, the Company entered into new convertible
notes payable totaling $258,393,  including $110,000 to related parties. The new
convertible  notes include $91,784 of renewed  existing  convertible  notes plus
accrued interest of $9,609 converted into note payables.  The convertible  notes
bear  interest  at rates  ranging  from 10% - 12%,  are secured by the assets of
Viking,  are convertible  into Viking common  restricted  stock at rates ranging
from $0.10 - $0.16 and mature through September 2003. Interest on these notes is
due annually.

During the second quarter of 2002,  the Company  entered into  promissory  notes
payable with related parties totaling $25,000. These notes bear interest at 12%,
are secured by all assets of Viking and are due on demand. Additionally,  during
the second quarter,  the Company entered into a new convertible note for $8,000.
This note  bears  interest  at 12%,  is  secured  by the  assets of  Viking,  is
convertible  at $0.30 per share of common  stock and is due on demand.  Interest
payments  on these  notes are due  annually.  During the second  quarter,  notes
payable  totaling $30,000 were converted into 200,000 shares of common stock and
payments of $10,000  were made on the notes  payable.  The Company also repaid a
note totaling $8,978 through the return of stock that was held by the Company.



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               9
<PAGE>

2.       NOTES PAYABLE (Continued)

During the first quarter of 2002, the Company entered into new convertible notes
totaling  $207,000.  These notes bear interest at 12%, are secured by the assets
of  Viking  and are due on  demand.  Interest  payments  on these  notes are due
annually. Additionally, during the first quarter, notes payable totaling $54,000
and related  accrued  interest of $6,480 were  converted  into 403,200 shares of
common stock and payments of $10,000 were made on the notes payable.

During the nine months ended September 30, 2002, Beijing Golden Horse Great Wall
Construction  Co.,  Ltd ("Golden  Horse"),  a  subsidiary  of the Company,  made
payments on short-term bank loans totaling $193,000.

Additionally, Golden Horse has a loan totaling approximately $1.45 million that,
as of October 31, 2002, is in technical  default until current  negotiations are
contractually  agreed upon. The current negotiations have resulted in the lender
and Golden  Horse  reaching a tentative  verbal  agreement in which Golden Horse
will  repay  approximately  $145,000  monthly  for the next three  months  while
negotiations to restructure the debt continue. This loan, along with a long term
loan of  approximately  $25.5  million due to the same lending  institution,  is
collateralized by a portion of the real estate owned by Golden Horse.

Golden Horse also has an outstanding  loan with a balance of  approximately  $18
million that is currently  due on demand.  The original  loan  maturity date was
extended to September  2000. The loan was also amended,  effective  December 31,
2001, to carry a higher  interest rate of 7.56% per annum and unpaid and overdue
interest  balances were to be charged a "penalty  rate" of 8.93% per annum.  The
Company is currently working towards a re-negotiated  loan document so that this
loan would no longer be due on demand and to adjust  other  terms.  This loan is
collateralized  by a portion  of the real  estate  owned by  Golden  Horse and a
portion of the real estate held for sale.


3.       RELATED PARTY TRANSACTIONS

During the nine months  ended  September  30,  2002,  the Company  entered  into
$41,000 of promissory notes  receivable with related  parties.  These notes bear
interest  ranging from 6% - 8% and mature through October 2003 or on demand.  At
September  30, 2002,  there were $100,000 in promissory  notes  receivable  from
related  parties.  Additionally,  at September 30, 2002,  there were $198,000 in
promissory  notes  payable to related  parties.  During  the nine  months  ended
September 30, 2002, the Company issued 100,000 common  restricted  shares valued
at $20,000 and 100,000  common  restricted  share options to a related party for
services.  The  options are  exercisable  for two years at the rate of $0.20 per
share.

During the nine months ended September 30, 2002, the Company had net advances of
$176,000 to a shareholder  of Golden Horse,  $426,000 to an entity  related to a
shareholder  of Golden Horse and $301,000 to an entity owned by two directors of
Beijing  Fei Yun  Viking  Enterprises  Company,  Ltd.  ("Fei  Yun  Viking").  At
September 30, 2002,  amounts due from related parties totaled  $2,615,000.  This
balance  includes  $314,000  that is due to Golden Horse from a  shareholder  of
Golden Horse,  $427,000 that is due to Golden Horse from an entity  related to a
shareholder  of Golden Horse and  $1,874,000  that is due from an entity that is
owned by two directors of Fei Yun Viking.  Advances to a  shareholder  of Golden
Horse include an advance made during the second quarter of 2002 resulting from a
judgment  ordering  the Company to deliver  three  office  units which were sold
through an auction to pay a litigation  settlement on behalf of the shareholder.
The  shareholder of Golden Horse has agreed to repay the Company for the cost of
these units totaling $179,000 and accordingly the Company has recorded this



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              10
<PAGE>

3.       RELATED PARTY TRANSACTIONS (Continued)

amount as a receivable.  The amounts due from the related parties are unsecured,
bear no interest  and have no fixed terms of  repayment.

During the nine months  ended  September  30,  2002,  the Company  received  net
advances of $105,000 from related parties. At September 30, 2002, amounts due to
related parties from Fei Yun Viking totaled $586,000.  Additionally,  during the
second  quarter,  $1,339,000  that was advanced to the Company  during the first
quarter of 2002, from China Land Property, an entity related to a shareholder of
Golden Horse, was offset against  repayments made to China Land Properties.  The
amounts due to related parties are unsecured, bear no interest and have no fixed
terms of repayment.

In connection with the Fei Yun Viking  acquisition in 2001, the Company obtained
two notes  receivable  totaling  $11,630,604 from officers of Fei Yun. The first
note receivable totals $5,148,060.  This note bears interest,  payable annually,
at 4%. The first  principal  payment  equaling  50% of the note balance is due 5
years  from the date of the note (or July  2006)  with the  remaining  principal
balance  due 10 years from the date of the note  (2011).  This note  contains an
option  for the  Company  to  purchase  40% of the  common  ownership  of Heibie
Kangshun  FeiYun  Organic  Waste  Processing  Company,  Ltd.  for  consideration
consisting of the surrender of the note receivable.

The second note receivable totals $6,482,544.  This note bears interest, payable
annually, at 4%. The first principal payment equaling 50% of the note balance is
due 5 years  from  the  date of the note  (or  July  2006)  with  the  remaining
principal  balance  due 10 years  from the date of the note  (2011).  This  note
contains an option for the  Company to purchase 33 1/3% of the common  ownership
of Beijing Anhua Office Building Co., Ltd. for  consideration  consisting of the
surrender of the note receivable.


4.       SHAREHOLDERS' EQUITY

During the third quarter of 2002,  the Company  issued  108,667 shares of common
stock for cash of $16,300 and 610,000 shares of common stock for services valued
at $73,500. Additionally,  during the third quarter, the Company granted 350,000
stock options to a non-employee  for services  valued at $21,134.  These options
have an exercise price of $0.15,  vest  immediately  and expire within one year.
The value of these options has been recorded as consulting  expense.  During the
third quarter,  the Company also granted 333,333 stock options valued at $27,537
in connection  with  obtaining debt  financing,  which have an exercise price of
$0.15.  The value of these  options has been  recorded as a debt discount and is
being amortized over the term of the related debt.

During the second  quarter of 2002,  the Company issued 859,599 shares of common
stock for cash of $140,500;  250,000 shares of common stock for services  valued
at $37,500;  5,000 shares of common stock that were issued for a note receivable
were  returned;  and 200,000 shares of common stock were issued as the result of
the conversion of a $30,000 note payable.

During the first quarter of 2002,  the Company  issued  591,000 shares of common
stock for cash of $130,500;  120,000 shares of common stock for services  valued
at  $25,000;  and 5,000  shares of common  stock for a $1,000  note  receivable.
Additionally,  during the first quarter of 2002, the Company  granted  9,850,000
stock options to employees for common  restricted stock exercisable at $0.20 per
share that expire in five years for compensation. The Company also issued 26,000
stock options for common  restricted  stock  exercisable at $0.50 per share that
expire in six months in connection with the purchase of common restricted shares
for cash.  Additionally,  the Company  issued  200,000  stock options to non-


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              11
<PAGE>

4.       SHAREHOLDERS' EQUITY (Continued)

employees  for  services  with  exercise  prices  ranging from $0.20 - $0.30 per
share,  which  expire in two years.  The Company  also  granted  224,000  common
restricted  stock  options  in  connection  with  $64,480  of debt and  interest
converting  to stock that have an  exercise  price of $0.50 per share and expire
within one year.


5.       GOING CONCERN UNCERTAINTY

The consolidated  financial statements have been prepared on the assumption that
the Company  will  continue  as a going  concern.  The  Company has  experienced
recurring losses from operations  including the periods since its acquisition of
businesses in China as discussed  below.  Additionally at September 30, 2002 the
Company's current liabilities  significantly exceeded its current liquid assets.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern.

In December 2001 the Company  completed the  acquisition  of Fei Yun Viking,  an
entity based in Beijing,  China. The Company expects to generate cash flows from
operations from its Chinese subsidiaries but has verbally agreed not to withdraw
funds up to the Company during its first year of control. The Company also plans
to reduce current debt levels and related interest expense through  negotiations
with debt holders although the likelihood of success of the negotiations can not
be predicted at this time. In the  meantime,  the Company will continue to incur
expenses  relating to  corporate  overhead and  activities  in  connection  with
managing the Company's investments and considering additional opportunities. The
Company has been and  continues  to be dependent  upon outside  financing in the
form of debt and equity to perform its business development activities and cover
current overhead  expenses.  Although the Company has been successful in raising
capital  in the past,  if the  Company  is unable  to raise  capital,  it may be
required  to sell  assets or reduce the level of its  operations.  Such  actions
could have a material adverse effect on the Company's business and operations.

The  Company  also  intends  to  obtain  additional  funds in order to  complete
additional  acquisitions in China and to develop its financial services business
in the United States of America.  This capital may come from  additional debt or
equity  issuances.  The Company  currently has no firm  commitments  in place to
provide additional financing. There can be no degree of assurance given that the
Company will be successful in completing additional financing transactions.

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 of the Company
to continue as a going concern.


6.       CONTINGENCIES

In early 1995, Golden Horse entered into a sales and purchase  agreement through
a sales agent, King Fair International  ("King Fair") to sell properties with an
area of approximately  90,400 square feet at Sunshine Plaza for US$13,942,000 to
Jindu Qiaoye ("Jindu").



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              12
<PAGE>

6.       CONTINGENCIES (Continued)

In  December  1995,  this sales and  purchase  agreement  was  pledged by Hainan
Huaqiao  Investment  Co.,  Ltd.  ("Hainan"),  the holding  company of Jindu,  as
security to Zhongguo Great Wall Industrial Co., Ltd. ("ZGWI") (a third party) in
a transaction in which Hainan borrowed US$10,000,000 from ZGWI.

As King Fair was also a debtor of Hainan  under  separate  loan(s)  totaling  at
least  $10,000,000 in August 1996,  King Fair agreed to repay  US$10,000,000  to
ZGWI to offset its debt due to Hainan.  As ZGWI did not  receive  any funds from
King Fair nor Hainan  subsequently,  ZGWI  undertook  legal  action  against the
parties  involved,  namely  Hainan,  Jindu and Golden  Horse in 2000.  Jindu and
Golden Horse were  involved in this case because the original loan from ZGWI was
secured by the sales and purchase agreement signed by these two parties.

In December  2000,  it was held by the Court that Hainan was liable to repay the
amounts to ZGWI.  Golden  Horse was held not liable to release  the title of the
pledged  properties to Hainan,  Jindu and ZGWI as the court  considered that the
security of the loan is not  affected  and there had been no  agreement  entered
into between Golden Horse and ZGWI.

In 2002, Hainan undertook legal action against King Fair, as a debtor of Hainan,
and Golden  Horse for the  amounts of  US$10,000,000  and  accrued  interest  of
US$1,940,000.

In July 2002,  the court held that King Fair is liable to repay the  balance due
to Hainan.  The court held that after King Fair  repays the debts due to Hainan,
Golden Horse has joint and several responsibilities to transfer the title of the
properties that were the subject of the original sales and purchase agreement to
King Fair. In the event that King Fair fails to make the repayment, Golden Horse
is liable to transfer  the title of the  properties  to Hainan.  Golden Horse is
currently  involved  in  another  legal  action  with King Fair  where King Fair
allegedly did not remit to Golden Horse funds it received for the sale of Golden
Horse's condominium properties.  The properties related to the original purchase
and sale agreement in this case have subsequently been sold to other parties.

The Company  represents  that they disagree with the court's  decision and after
having  obtained legal advice,  lodged an appeal  application in August 2002. At
this time, the Company is unable to estimate its liability,  if any,  related to
this matter and  accordingly has not accrued any liability at September 30, 2002
related to this judgement.

A separate case involving King Fair, as follows,  was previously  disclosed.  In
prior periods,  Golden Horse entered into a sales agent agreement with King Fair
International ("King Fair").  Subsequently,  King Fair entered into an agreement
to sell a block of Golden Horse  apartments for $20,000,000 to Bao Li, a Chinese
company. This amount was paid by Bao Li to King Fair. As King Fair failed to pay
this amount to Golden  Horse,  Golden  Horse did not  transfer  the title of the
apartments to Bao Li.

In 2000,  Bao Li undertook  legal action  against Golden Horse and King Fair for
the  return  of  $20,000,000  together  with  accrued  interest  of  $2,000,000.
Subsequently,  the court  ordered  King Fair and  Golden  Horse,  with joint and
several  responsibilities,  to repay the  $20,000,000  and  accrued  interest of
$8,000,000 to Bao Li.

In connection with this case, it is the Company's  understanding  that the court
has frozen certain properties of King Fair in the Beijing  Celebrities  Building
and  27%  of the  equity  interest  in  the  company  that  holds(owns)  Beijing
Celebrities  Building.  No assets of Golden Horse have been frozen. The value of
the King Fair and  related  assets  believed  to be frozen by the court have not
been



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              13
<PAGE>
<TABLE>
<CAPTION>

6.       CONTINGENCIES (Continued)

determined.  Additionally, if Bao Li should accept these assets in full payment,
the  judgement  would be satisfied in full and no shortfall in  satisfying  this
judgement  would occur with no  liability to Golden  Horse.  In the event that a
shortfall  occurs,  Golden Horse may initiate  additional  legal actions against
King Fair with the intent that they should be responsible for any shortfalls. At
this time, the Company is unable to estimate its liability,  if any,  related to
this matter and accordingly has not accrued any liability at September 30, 2002.

Golden Horse is a  consolidated  60% owned  subsidiary of Beijing Fei Yun Viking
Enterprises,  Ltd. (Fei Yun Viking). Fei Yun Viking is a 96% owned subsidiary of
Viking Capital Group, Inc.


7.       EQUITY ACCOUNTED INVESTMENTS

Lianyungang East Sea Highway Development & Management Co., Ltd. ("Highway"),  an
equity accounted  investment of the Company,  has two outstanding loans totaling
approximately  $3.3 million that are in technical default at September 30, 2002.
Highway is currently negotiating with both lenders to renew these loans.


8.       SEGMENTS

The Company's operations are classified into four principal reportable segments;
real  estate,  chemical  sales,  construction,  and garment  manufacturing.  All
businesses are located and operate in the People's  Republic of China.  The real
estate  segment owns and operates a commercial  and  residential  property.  The
chemical  segment  trades and transports  chemical  products.  The  construction
segment  is  constructing  a highway in the  Jiangsu  Province  of the  People's
Republic  of China.  The garment  manufacturing  segment  manufactures  clothing
specifically  focusing on export  garments.  The only segment which is currently
generating revenues is real estate.

The accounting  policies of the segments are the same as those  described in the
summary of significant accounting policies.

The following  table presents  information  about the four segments for the nine
months ended September 30, 2002 (in thousands):

                       Real Estate   Chemical                       Garment
                          Sales        Sales     Construction    Manufacturing    Adjustment   Consolidated
                          -----        -----     ------------    -------------    ----------   ------------
<S>                    <C>          <C>          <C>             <C>              <C>          <C>

Revenues from
  external customers   $   2,230    $      --      $      --      $      --       $      14      $   2,244
Interest income               --           --             --             --             354            354
Interest expense          (2,137)          --             --             --            (124)        (2,261)
Depreciation and
  amortization            (1,627)          --             --             --             (66)        (1,693)
Income (loss) from
  equity accounted
  investment                  --           --           (144)            27              --           (117)
Income tax benefit
  (expense)                  758           --             --             --              --            758
Net income (loss)         (1,718)        (238)          (144)            27            (831)        (2,904)
Total assets             109,217        1,215          1,433            580          13,163        125,608

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              14
<PAGE>

8.       SEGMENTS (Continued)

The real estate, chemical sales, construction and garment manufacturing segments
represent  the  foreign  operations  in the  People's  Republic  of  China.  The
adjustments  represent  the corporate  assets  (including  $11,630,604  of notes
receivable  from  related  parties  and  accrued  interest  on  these  notes  of
$349,000),   and  the  corporate   expenses  to  reconcile  segment  amounts  to
consolidated balances.

During  the nine  months  ended  September  30,  2001,  the  Company  was in the
development stage and had no operating segments.


9.       UNAUDITED PRO FORMA INFORMATION

Unaudited  pro-forma  financial  information for the three and nine months ended
September  30,  2001,  as though  the  acquisitions  of  Beijing  Fei Yun Viking
Enterprises Company, Ltd. and Wuxi Viking Garments Company, Ltd. had occurred on
January 1, 2001 is as follows (in thousands):

                                     Three months ended   Nine months ended
                                     September 30, 2001   September 30, 2001
                                     ------------------   ------------------


     Revenues                            $    1,162          $    3,487
                                         ==========          ==========
     Net loss                            $   (1,489)         $   (4,243)
                                         ==========          ==========

     Net loss per share:
       Basic and diluted                 $    (0.03)         $    (0.08)
                                         ==========          ==========


10.      ADJUSTMENT TO CARRYING VALUE OF OFFICE SPACE HELD FOR SALE

During the nine months  ended  September  30,  2002,  a decrease to the carrying
value of office space held for sale had a significant negative impact to cost of
revenues and net loss, but did not affect cash flows from operations. This write
down cost is due to the fact that  certain  office  space was sold,  during  the
second quarter of 2002, below book value and consequently,  all remaining office
space held for sale (not condominium  space) was reduced in value to reflect the
new lower current selling price. This non-cash expense, recorded within the cost
of revenue  heading on the income  statement,  is required to reflect  inventory
values at the lower of cost or market(recent  sales).  This non-cash  adjustment
reduced net income by  $1,118,000  during the nine month period ended  September
30, 2002.


11.      SUBSEQUENT EVENTS

Subsequent to September 30, 2002,  the Company  repaid  $47,450 in principal and
interest to promissory note holders.  The Company also sold a total of 2,125,000
common restricted shares for $170,000 cash.



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              15
<PAGE>

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

     The  following   discussion   should  be  read  in  conjunction   with  the
consolidated  financial  statements and related notes and the other  information
included in this report.


Forward Looking Statements

     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, both inside and outside the U.S., changes or anticipated changes in
regulatory  environments,  competitive  factors,  general  economic  conditions,
customer  relations,  relationships  with vendors,  Viking and its subsidiaries'
ability to recruit and retain skilled personnel,  the interest rate environment,
governmental  regulation and supervision,  international  relations  between the
U.S.    and   foreign    countries,    seasonality,    distribution    networks,
telecommunication networks, product introductions and acceptance,  technological
change,  changes  in  industry  practices,   timely  completion  and  successful
integration of acquisitions,  economic,  social and political  conditions in the
countries in which  Viking,  its customers or its  suppliers  operate  including
security risks,  possible  disruptions in the communication  and  transportation
networks and  fluctuations in foreign currency  exchange rates,  one-time 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.


Plan of Operations

     Viking Capital Group, Inc.("Viking") is a diversified international holding
company  whose  mission  is  to  become  the   recognized   leader  at  creating
extraordinary  long-term value for its  shareholders  through  acquisitions.  To
achieve our mission,  Viking  identifies  businesses  for  acquisition  that are
currently not  optimizing  opportunities  that are  available.  To determine the
opportunities available, Viking looks at the overall business environment with a
clear focus on fundamental changes in politics, regulation, technology and world
economics.

     The Company is  currently  focusing  on  acquisitions  in China  because of
business  contacts  available to management,  the growth of the Chinese  economy
(gross domestic product) in excess of 7% a year with expectations to continue to
grow  at  such  rates,  the   privatization   of  assets  and  businesses,   the
restructuring  of  companies'  debt at banks (the Company  looks for debt relief
negotiations and/or purchase of companies at a steep discount) and China's entry
into World Trade  Organization  (WTO) in December 2001.  Specific areas of focus
are real estate (multi-family  residential and commercial),  manufacturing,  and
technology  services (such as application  service  provider (ASP) or enterprise
resource planning (ERP) solutions provider).

     The Company expects to continue to acquire companies in China that have, on
average U.S.  dollars,  $100 to $200 million in assets.  The Company  focuses on
making  acquisitions from China's  privatization  program and bank restructuring
opportunities.


                                                                              16
<PAGE>

     Part of the expected continued success of the acquisition  strategy is that
the Company's  stock has been well accepted in China and is expected to continue
to be well accepted. The Company expects,  however, that it will need additional
cash during the next twelve months for  acquisitions  and therefore  desires and
expects to raise significant amounts of capital to pursue  acquisitions,  during
that period of time. The Company does not have committed capital sources at this
time.  The Company may also use  companies  or assets it already  owns as all or
part of the purchase price of future acquisitions.

     Capital raised will be for additional acquisitions,  repurchase of existing
outstanding  preferred  stock,  fees and  costs  associated  with  acquisitions,
working capital and potential debt reduction.  Part of the Company's strategy in
any acquisition is management's  belief that a significant  amount of debt at an
acquisition  candidate may be negotiated and settled at a significant  discount.
It is also  management's  belief that after the preferred  stock is  repurchased
(which was used to purchase a portion of Fei Yun Viking ), an additional  40% of
Golden  Horse may be available  for purchase  under very  favorable  terms.  The
Company  currently  owns 60% of Golden  Horse via Fei Yun Viking and  expects to
pursue the remaining 40%.

     The Company has in the past been  dependent  upon  raising  capital for its
U.S.  administrative and management operations (Parent Operations).  The Company
has been successful in the past in meeting its Parent Operations cash needs from
private  investors and will  continue to raise  capital for these  purposes from
qualified private investors for the foreseeable future.  During the three months
ended September 30, 2002, the Company raised approximately  $223,300 to meet the
needs of its Parent  Operations.  Potential  increases to the  Company's  Parent
Operations cash needs include hiring  additional  employees in the financial and
administrative   departments  and  potential   increases  in  professional  fees
associated  with  acquisitions  and  related  audits.  Operations  in China will
continue  to manage  their own cash needs  except for  acquisitions.  Management
believes that it can continue to raise funds from private investors for its cash
needs in the U.S..  The  Company  is  expecting  to raise  significantly  larger
amounts of capital for the purposes described above,  including working capital.
However,  there can be no degree of  assurance  that the Company can continue to
raise  capital from private  investors or that it can raise funds from any other
sources in large or small amounts.

     Consolidated  liabilities  at September 30, 2002 were $94.8 million  versus
$96.0  million at December  31,  2001 and are almost  entirely  associated  with
Golden  Horse.  These  liabilities  are expected to be repaid  through  sales of
condominiums,  rental/lease  income,  and  negotiated  settlements.  Part of the
negotiated  settlements  may  include the payment of a lump sum of money that is
less than the full amount due to a creditor. Such funds may come from additional
investments made into Viking.  Other negotiated  settlements may not require any
cash and will be settled  through an  agreement  for  release of the  liability.
Approximately  $6 million of  liabilities  were settled in December  2001 due to
Viking  management's  negotiation  efforts.  There can be no degree of assurance
given that  management  will  continue  to be  successful  in  negotiating  such
settlements.


Discussion of Operations

     For the nine  months  ended  September  30,  2001,  the  Company was in the
development  stage  and  did  not  generate  any  revenues.  The  Company  began
generating revenues from its acquisitions that were effective in December 2001.

     Pursuant to a purchase  agreement dated August 1, 2001 the Company acquired
25% of Fei Yun Viking,  a Chinese  holding  company  with two  subsidiaries,  an
equity accounted investment and other assets. Subsequently the Company purchased
an additional 71% of Fei Yun Viking  bringing its total  ownership to 96%. These
transactions  were  effective in December 2001.  Separately,  25% of Wuxi Viking
Garments Company, Ltd. (Wuxi) was purchased late in 2001.



                                                                              17
<PAGE>

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002

Revenues

     The Company currently generates revenues from Golden Horse (Sunshine Plaza)
operations only.  Golden Horse is a subsidiary of Fei Yun Viking.  There are two
types of revenue;  rental  income and property  sales.  Rental income is derived
from  retail  stores,  apartments/condominiums,  and office  space.  The largest
tenants are Pretty Mall, a retail shopping center that is primarily clothing and
Wonderful Mart, a groceries and sundries store.  Rent from these two entities is
primarily based upon a percentage of sales made by the tenant.  Rental income is
also derived from other retail  stores such as  restaurants.  The second type of
income is from the sale of condominiums and office space.

     Total  revenues for the three month period  ended  September  30, 2002 were
$556,000  versus $0 for the  comparable  period in 2001.  The increase is due to
rental income derived from the acquisition of Fei Yun Viking and its subsidiary,
Golden Horse, effective in December 2001.

     Rental  income for the three months ended  September 30, 2002 was $556,000.
Rental income for the three month periods ended March 31, 2002 and June 30, 2002
were  $551,000 and $805,000,  respectively.  Sales  increased  during the second
quarter of 2002  versus the first  quarter of 2002 due to the  Chinese  holidays
that caused the stores to be closed in the first quarter. Sales decreased in the
third  quarter  compared to the second  quarter due  primarily to Pretty  Mall's
management's decision to change a portion of the mall's area from clothing sales
to furniture sales.  Furniture sales are expected to begin in the fourth quarter
of 2002.

     There were no  condominium  sales for the three months ended  September 30,
2002.  Condominium  sales for the three month  periods  ended March 31, 2002 and
June 30, 2002 were $148,000(net of sales tax) and $0 respectively.

     There were no  office-space  sales during the three months ended  September
30, 2002. Office-space sales during the three month periods ended March 31, 2002
and June 30, 2002 were $0 and  $170,000(net of sales tax)  respectively.  Please
see the  discussion of  Office-space  sales in the Nine Month Period  comparison
portion for further important information regarding Office-space sales.

     Beijing Fei Yun Viking  Chemical  Trading Co., Ltd.  (Chemical  Co.) is not
actively  brokering/trading  chemicals at this time.  The Chemical Co.  requires
proper  capitalization for extending credit terms to its customers.  No revenues
were  generated  during the three months ended  September 30, 2002.  Significant
revenues  are not expected  from this entity  until it is properly  capitalized.
There are no imminent plans to capitalize this entity.

Equity Accounted Investments

     During the third quarter of 2002,  Viking's equity accounted  investment in
Wuxi Viking Garments Company, Ltd. generated approximately $36,000 of net income
versus a net loss of $24,000 during the second quarter and $14,000 of net income
during the first  quarter of 2002.  Wuxi Viking was  acquired  during the fourth
quarter of 2001 and  accordingly no activity prior to this point is reflected in
the financial statements.

     During  the  third  quarter  of 2002,  Fei Yun  Viking's  equity  accounted
investment in Lianyugang East Sea Highway  Development  and Management  Company,
Ltd.  (Tollway)  generated  a $51,000  loss versus a loss of $73,000 and $19,000
during the second and first quarters, respectively.  Construction of the highway
has not been completed as of September 30, 2002.  Further funding of the project
through the central  government  is not expected to be  forthcoming  until local
government authorities make contributions to the cost of the project. Until such
contributions are made, the project will be "on hold".


                                                                              18
<PAGE>

General and Administrative Expenses

     Consolidated  G&A costs for the three months ended September 30, 2002, were
$1,049,000  versus  $396,000 for the  comparable  period in 2001.  For the three
months ended  September 30, 2002, the  depreciation/amortization  portion of G&A
cost was  $578,000  versus  $67,000  for the  comparable  period in 2001.  These
increases   are   primarily   attributable   to  the   additional   general  and
administrative  costs of Fei Yun Viking,  including  Golden  Horse,  acquired in
December 2001.

Interest Expense

     Consolidated  interest  expense for the three months  ending  September 30,
2002 was $780,000 versus $12,000 for the comparable period in 2001. The increase
is  directly  attributable  to  the  acquisition  of  Fei  Yun  Viking  and  its
subsidiaries  and their  associated  debts.  Included in this debt is a past due
note that is being  renegotiated and consequently no interest payments have been
made on this note, although interest is being accrued. See further discussion in
the liquidity section below regarding loans.  Consolidated  interest expense for
the three month periods ended March 31, 2002 and June 30, 2002 were $845,000 and
$636,000 respectively.


FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002

Revenues

     The Company currently generates revenues from Golden Horse (Sunshine Plaza)
operations only.  Golden Horse is a subsidiary of Fei Yun Viking.  There are two
types of revenue;  rental  income and property  sales.  Rental income is derived
from  retail  stores,  apartments/condominiums,  and office  space.  The largest
tenants are Pretty  Mall,  a retail  shopping  center,  primarily  clothing  and
Wonderful Mart, a groceries and sundries store.  Rent from these two entities is
primarily  based upon a percentage of sales made by the tenant.  The second type
of income is from the sale of condominiums and office space.

     Total revenue for the nine months ended  September 30, 2002 was  $2,244,000
versus $0 for the  comparable  period  in 2001.  The  increase  is due to rental
income and real estate sales derived from the  acquisition of Fei Yun Viking and
its subsidiary, Golden Horse, effective in December 2001.

     Rental income for the nine months ended  September 30, 2002 was  $1,912,000
Versus $0 for the  comparable  period in 2001.  The increase in rental income is
directly  attributed  to  the  acquisition  of Fei  Yun  Viking  and  one of its
subsidiaries, Golden Horse in December 2001.

     Condominium  sales were  $148,000  (net of sales  tax) for the nine  months
ended  September  30, 2002 versus $0 during the same period in 2001.  During the
three month period ended March 31,  2002,  approximately  $430,000 of sales from
before 1997 were  reversed and returned to property  held for sale  (inventory).
The profit portion of the transaction  reduced profits for the nine month period
by $139,000.  Properties may be returned to inventory when full payments are not
received if local laws and procedures are followed.

     Office-space  sales  during the nine months ended  September  30, 2002 were
$170,000(net  of sales tax)  versus $0 for the  comparable  period in 2001.  The
increase is directly  attributed to the acquisition of Fei Yun Viking and one of
its  subsidiaries,  Golden Horse, in December 2001. During the nine months ended
September  30, 2002,  a decrease to the carrying  value of office space held for
sale had a significant negative impact to cost of revenues and net loss, but did
not affect cash flows from  operations.  This write down cost is due to the fact
that  certain  office  space was sold  below book  value and  consequently,  all
remaining  office  space held for sale (not  condominium  space) was  reduced in
value to reflect the new lower current  selling  price.  This non-cash  expense,
recorded within the cost of revenue heading on the income statement, is required
to reflect inventory values at the lower of cost or market(recent  sales).  This
non-cash  adjustment  reduced  net  income by  $1,118,000  during the nine month
period ended September 30, 2002.


                                                                              19
<PAGE>

     Beijing Fei Yun Viking  Chemical  Trading Co., Ltd.  (Chemical  Co.) is not
actively  brokering/trading  chemicals at this time.  The Chemical Co.  requires
proper capitalization for extending credit terms to its customers. There were no
revenues during the nine months ended September 30, 2002.  Significant  revenues
are not expected from this entity until it is properly capitalized. There are no
imminent plans to capitalize this entity.


Equity Accounted Investments

     Viking's equity accounted investment in Wuxi Viking Garments Company, Ltd.,
generated   approximately  a  $27,000  profit  on  the  Company's  statement  of
operations  for the nine  months  ended  September  30,  2002  versus $0 for the
comparable  period  in  2001.  The  increase  is  directly   attributed  to  the
acquisition of Wuxi Viking during the fourth quarter of 2001.

     Fei Yun Viking's equity accounted investment in Lianyugang East Sea Highway
Development  and Management  Company,  Ltd.  (Tollway)  incurred a $144,000 loss
during the nine months ended September 30, 2002. Construction of the highway has
not been  completed as of September  30,  2002.  Further  funding of the project
through the central  government  is not expected to be  forthcoming  until local
government authorities make contributions to the cost of the project. Until such
contributions are made, the project will be "on hold"

General and Administrative Expenses

     Consolidated  G&A costs for the nine months ended  September  30, 2002 were
$3,475,000  versus $1,139,000 for the comparable period in 2001. The increase is
primarily  attributable  to the  additional  general  and  administrative  costs
associated with the acquisition of Fei Yun Viking,  including  Golden Horse. For
the nine month period ended  September 30, 2002,  the  depreciation/amortization
portion of G&A cost is $1,628,000  versus $221,000 for the comparable  period in
2001.

Interest Expense

     Consolidated  interest expense for the nine months ended September 30, 2002
were $2,261,000  versus $35,000 for the comparable  period in 2001. The increase
in  interest  expense  is due to the  acquisition  of Fei  Yun  Viking  and  its
associated debts completed in December of 2001.  Included in this debt is a past
due note that is being  renegotiated and consequently no interest  payments have
been  made on this  note,  although  interest  is  being  accrued.  See  further
discussion in liquidity and capital  resources  section below regarding this and
other loans.


Liquidity and Capital Resources

     Cash needs for general and  administrative  expenses at the Parent  Company
Level (Viking Capital Group, Inc. U.S. administrative and management level) have
been satisfied in the past by new promissory notes and the sale of common stock.
The Parent Company Level will continue to rely upon raising  additional  capital
for its cash  needs at least for the  immediate  future  and  believes  that its
current  methods will be  sufficient  to satisfy its general and  administrative
needs barring any unexpected or significant  changes in such costs.  The Company
will need to raise substantial  additional capital for future acquisitions.  The
Company does not have any binding  agreements  to supply such cash at this time.
The Company  continues to seek debt  financing  and equity  financing on a large
scale for future  acquisitions and growth. Cash requirements at all other levels
have been satisfied by cash  generated from  operations and short term borrowing
in the normal course of operations.


                                                                              20
<PAGE>

     Golden Horse, a subsidiary of Fei Yun Viking,  has an outstanding loan with
a balance of  approximately  $18 million  that is currently  due on demand.  The
original loan maturity  date was extended to September  2000.  The loan was also
amended,  effective  December 31, 2001, to carry a higher interest rate of 7.56%
per annum and unpaid and overdue interest balances were to be charged a "penalty
rate"  of  8.93%  per  annum.   Management  is  currently   working   towards  a
re-negotiated  loan  document so that this loan would no longer be due on demand
and adjust other terms.  If the bank  demanded  repayment of the loan,  it would
have a significant  negative  impact on liquidity of the Company if we could not
refinance the loan through other loan  sources.  Management  does not believe or
expect that its current working relationship with the lender will change.

     Golden Horse also has a loan totaling  approximately $1.45 million that, as
of October 31, 2002 and through the date of this report is in technical  default
until current negotiations  conclude and new loan terms are contractually agreed
upon.  The current  negotiations  have  resulted in the lending  bank and Golden
Horse  reaching a tentative  verbal  agreement  only in which  Golden Horse will
repay   approximately   $145,000   monthly  for  the  next  three  months  while
negotiations  continue.  Management  does not believe or expect that its current
working relationship with the lender will change.

     Net cash provided by operating  activities  for the nine month period ended
September  30, 2002 was $485,000  compared to $424,000 of cash used in operating
activities during the comparable period in 2001.  Positive cash flow provided by
operating  activities in 2002 is due directly to the operations of Golden Horse.
Positive  cash flow from  operating  activities  in 2002 are due  primarily to a
decrease  in real  estate  held for sale of  $1,305,000,  a decrease in mortgage
loans  receivable of $1,968,000  and an increase in  depreciation  of $1,628,000
offset by net losses of $2,904,000 attributable to the Company and net losses of
$1,646,000 attributable to non-controlling interests.

     Net cash used in  investing  activities  for the nine  month  period  ended
September 30, 2002 was $564,000  compared to $83,000 in the comparable period in
2001.  The increase in cash used in investing  activities is due directly to the
operations  of Golden  Horse.  Cash used in investing  activities  is due almost
entirely to transactions in which Golden Horse is advanced funds from a specific
related  party  company and then repays such funds  advanced when cash flow from
operations are available. During the current nine month period, Golden Horse has
made payments in excess of their borrowings from this entity totaling $426,650.

     Net cash provided by financing  activities  for the nine month period ended
September 30, 2002 was $268,000  versus  $644,000 for the  comparable  period in
2001. Cash provided by financing activities in 2002 was comprised of $761,000 of
capital  contributions  to Chinese  entities,  $287,000  from the sale of common
stock, $312,000 of new debts offset by repayments of $879,000 to related parties
and $213,000 in repayments of other debts. In the comparable period of the prior
year,  cash provided by financing  activities was comprised of $500,000 from the
sale of common stock and $184,000  from notes  payable and was offset by $30,000
of promissory note repayments and $10,000 of long term lease payments.

International Currency Fluctuation

     Since the majority of assets, liabilities, revenues and costs are in China,
the Company has been subject,  like its competitors,  to international  currency
fluctuations  since its  acquisition  of Chinese  companies  beginning  in 2001.
Management does not believe that the fluctuation in currency  presents a serious
threat to its operations at this time.


                                                                              21
<PAGE>

Item 3.  Controls and Procedures

     Within 90 days prior to the filing date of this report,  we, the  principal
executive  officer/principal  financial officer carried out an evaluation of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on this evaluation, the principal executive officer/principal
financial  officer  concluded  that our  disclosure  controls and procedures are
effective in ensuring that material  information is timely communicated to us to
enable us to evaluate  information and determine the information  required to be
included in our periodic SEC reports.  It should be noted that the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions,
regardless of how remote.

In  addition,  we  reviewed  our  internal  controls,  and  there  have  been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.


PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

In early 1995, Golden Horse entered into a sales and purchase  agreement through
a sales agent, King Fair International  ("King Fair") to sell properties with an
area of approximately  90,400 square feet at Sunshine Plaza for US$13,942,000 to
Jindu Qiaoye ("Jindu").

In  December  1995,  this sales and  purchase  agreement  was  pledged by Hainan
Huaqiao  Investment  Co.,  Ltd.  ("Hainan"),  the holding  company of Jindu,  as
security to Zhongguo Great Wall Industrial Co., Ltd. ("ZGWI") (a third party) in
a transaction in which Hainan borrowed US$10,000,000 from ZGWI.

As King Fair was also a debtor of Hainan  under  separate  loan(s)  totaling  at
least  $10,000,000 in August 1996,  King Fair agreed to repay  US$10,000,000  to
ZGWI to offset its debt due to Hainan.  As ZGWI did not  receive  any funds from
King Fair nor Hainan  subsequently,  ZGWI  undertook  legal  action  against the
parties  involved,  namely  Hainan,  Jindu and Golden  Horse in 2000.  Jindu and
Golden Horse were  involved in this case because the original loan from ZGWI was
secured by the sales and purchase agreement signed by these two parties.

In December  2000,  it was held by the Court that Hainan was liable to repay the
amounts to ZGWI.  Golden  Horse was held not liable to release  the title of the
pledged  properties to Hainan,  Jindu and ZGWI as the court  considered that the
security of the loan is not  affected  and there had been no  agreement  entered
into between Golden Horse and ZGWI.

In 2002, Hainan undertook legal action against King Fair, as a debtor of Hainan,
and Golden  Horse for the  amounts of  US$10,000,000  and  accrued  interest  of
US$1,940,000.

In July 2002,  the court held that King Fair is liable to repay the  balance due
to Hainan.  The court held that after King Fair  repays the debts due to Hainan,
Golden Horse has joint and several responsibilities to transfer the title of the
properties that were the subject of the original sales and purchase agreement to
King Fair. In the event that King Fair fails to make the repayment, Golden Horse
is liable to transfer  the title of the  properties  to Hainan.  Golden Horse is
currently  involved  in  another  legal  action  with King Fair  where King Fair
allegedly did not remit to Golden Horse funds it received for the sale of Golden
Horse's condominium properties.  The properties related to the original purchase
and sale agreement in this case have subsequently been sold to other parties.


                                                                              22
<PAGE>

The Company  represents  that they disagree with the court's  decision and after
having  obtained legal advice,  lodged an appeal  application in August 2002. At
this time, the Company is unable to estimate its liability,  if any,  related to
this matter and  accordingly has not accrued any liability at September 30, 2002
related to this judgement.

A separate case involving King Fair, as follows,  was previously  disclosed.  In
prior periods,  Golden Horse entered into a sales agent agreement with King Fair
International ("King Fair").  Subsequently,  King Fair entered into an agreement
to sell a block of Golden  Horse  apartments  for  $20,000,000  to Bao Li.  This
amount was paid by Bao Li to King Fair.  As King Fair  failed to pay this amount
to Golden  Horse,  Golden Horse did not transfer the title of the  apartments to
Bao Li.

In 2000,  Bao Li undertook  legal action  against Golden Horse and King Fair for
the  return  of  $20,000,000  together  with  accrued  interest  of  $2,000,000.
Subsequently,  the court  ordered  King Fair and  Golden  Horse,  with joint and
several  responsibilities,  to repay the  $20,000,000  and  accrued  interest of
$8,000,000 to Bao Li.

In connection with this case, it is the Company's  understanding  that the court
has frozen certain properties of King Fair in the Beijing  Celebrities  Building
and  27%  of the  equity  interest  in  the  company  that  holds(owns)  Beijing
Celebrities  Building.  No assets of Golden Horse have been frozen. The value of
the King Fair and  related  assets  believed  to be frozen by the court have not
been  determined.  Additionally,  if Bao Li should  accept  these assets in full
payment, the judgement would be satisfied in full and no shortfall in satisfying
this judgement  would occur with no liability to Golden Horse. In the event that
a shortfall occurs,  Golden Horse may initiate  additional legal actions against
King Fair with the intent that they should be responsible for any shortfalls. At
this time, the Company is unable to estimate its liability,  if any,  related to
this matter and accordingly has not accrued any liability at September 30, 2002.
Golden Horse is a  consolidated  60% owned  subsidiary of Beijing Fei Yun Viking
Enterprises,  Ltd. (Fei Yun Viking). Fei Yun Viking is a 96% owned subsidiary of
Viking Capital Group, Inc.


Item 2. Changes in Securities

     During the three month period ended  September 30, 2002, the Company issued
common  restricted  shares  (Class  A  Common)  in  private  transactions  under
exemption  from  registration  under the Securities Act pursuant to Section 4(2)
and/or  Regulation  D, Rule 506.  Sales have been made to  accredited  investors
only. In summary; 108,667 common shares were issued for $16,300 cash and 210,000
common  shares were issued for  services  valued at  $21,500.  The Company  also
issued 400,000 common shares for services valued at $52,000 that were registered
under Form S-8.


Item 5. Other Information

General

     The Company's common stock trades on the OTC Electronic Bulletin Board. Its
symbol  is  "VGCP".  Company  information  can be  found  on  its  web  site  at
www.vcgi.com.


                                                                              23
<PAGE>

Risk Factors

     The Company faces  substantial  risks at all times. Some of these risks are
listed here. This list is not intended to be an exhaustive description of risks,
but as a reminder that there are substantial risks involved in investing in this
stock or any stock.  Persons  inclined  to invest in the  Company or any company
should do so only after  personal due  diligence  and a personal  assessment  of
their risk  tolerance.  We  encourage  you to review  this entire  document  and
perform other information gathering of your own.

     1)   Substantially  all of our assets and  revenues are  currently  derived
          from businesses in China.  Additional risks pertaining to operating in
          a foreign country must be considered.

          The  Chinese  government  could  change its  policies  toward  private
          enterprise or even  nationalize or expropriate  it, which could result
          in the total loss of our investment in that country.

                  Our  businesses  are  subject  to  significant  political  and
              economic uncertainties and may be adversely affected by political,
              economic and social  developments in China.  Over the past several
              years, the Chinese government has pursued economic reform policies
              including  the  encouragement  of private  economic  activity  and
              greater economic decentralization.  The Chinese government may not
              continue to pursue these policies or may significantly  alter them
              to our  detriment  from time to time with  little,  if any,  prior
              notice.

                  Changes  in  policies,   laws  and  regulations  or  in  their
              interpretation,   or  the  imposition  of  confiscatory  taxation,
              restrictions on currency conversion,  restrictions or prohibitions
              on dividend payments to stockholders,  devaluations of currency or
              the nationalization or other expropriation of private enterprises,
              could  have  a  material   adverse   effect  on  our   businesses.
              Nationalization  or  expropriation  could even result in the total
              loss of our  investment  in China  and in the  total  loss of your
              investment.

          A lack of adequate  remedies and impartiality  under the Chinese legal
          system may adversely  impact our ability to do business and to enforce
          the agreements to which the Company is a party.

                  We  and  our  subsidiaries  regularly  enter  into  agreements
              governed  by  Chinese  law in the course of our  Chinese  business
              operations.   Our  business  would  be  materially  and  adversely
              affected if the other parties to the lease or our other agreements
              do not honor them. In the event of a dispute, enforcement of these
              agreements  in China  could be  extremely  difficult.  Unlike  the
              United  States,  China has a civil  law  system  based on  written
              statutes in which  judicial  decisions  have  little  precedential
              value.   The  Chinese   government   has  enacted  some  laws  and
              regulations  dealing with  matters such as corporate  organization
              and governance, foreign investment,  commerce, taxation and trade.
              However, the government's experience in implementing, interpreting
              and  enforcing  these laws and  regulations  is  limited,  and our
              ability to  enforce  commercial  claims or to  resolve  commercial
              disputes is uncertain.  Furthermore,  enforcement  of the laws and
              regulations  may  be  subject  to  the  exercise  of  considerable
              discretion  by  agencies  of the  Chinese  government,  and forces
              unrelated to the legal  merits of a  particular  matter or dispute
              may influence their determination. These uncertainties could limit
              the protections that are available to us.

          If  relations  between the United  States and China  deteriorate,  our
          stock price may decrease  and we may have  difficulty  accessing  U.S.
          capital markets.


                                                                              24
<PAGE>

                  At various times during  recent  years,  the United States and
              China  have  had  significant  disagreements  over  political  and
              economic  issues.  Controversies  may arise in the future  between
              these two countries.  Any political or trade controversies between
              the United  States and China,  whether or not directly  related to
              our  business,  could  adversely  affect the  market  price of our
              common stock and our ability to access U.S. capital markets.

          Our business licenses may not be renewed.

                  Our activities in China require business licenses from various
              Chinese  governmental  entities.  The  licenses  that we hold  are
              subject to periodic  review and approval.  We are not certain that
              the Chinese government will continue to renew our licenses or that
              it will not revoke our licenses with little, if any, prior notice.

          Our  business  is  susceptible  to the  risk  of  manmade  or  natural
          disasters that may result in damage not covered by insurance.

                  Because our largest  asset is our interest in Sunshine  Plaza,
              our  business  could be severely  affected if a natural or manmade
              disaster damages the site or the structures situated upon it. Fire
              fighting and disaster  relief and assistance in China are not well
              developed by Western standards.  Damaged  residential,  office and
              retail  space,  losses from the  interruption  of our business and
              negative  publicity  resulting from a natural or manmade  disaster
              would  adversely  affect  our  business.  We do not have  business
              interruption  insurance.  Although Golden Horse maintains property
              damage  insurance,  the insurance policy may not be enforceable in
              every instance, or sufficient to cover all losses that result from
              manmade or natural disasters.

     2)   Our  ability  to acquire  other  companies  is subject to  substantial
          obstacles.  Our  failure  to  overcome  any  of  these  obstacles  may
          materially and adversely affect our planned growth.

          One key element of our  strategy is to acquire  additional  companies.
          The success of our acquisitions will depend on our ability to overcome
          substantial  obstacles,   such  as  the  availability  of  acquisition
          candidates,  our ability to compete  successfully with other potential
          acquirors  seeking  similar or the same  acquisition  candidates,  the
          availability of funds to finance  acquisitions and the availability of
          management  resources to oversee the operation of acquired businesses.
          The Company has limited  resources and we can offer no assurance  that
          we will succeed in consummating any additional acquisitions or that we
          will be able to integrate and manage any acquisitions successfully.

     3)   The business is currently  dependent upon a single business,  Sunshine
          Plaza, for its revenues.

          Sunshine  Plaza,  owned  by  Golden  Horse,  has two  primary  revenue
          sources:  The sale of condominiums and offices, and rental income from
          retail space. The revenues generated from condominium and office sales
          are highly  volatile,  being  influenced  by a number of factors it is
          impossible  to control  or  predict.  Consequently,  the income of the
          Company can vary  significantly from one period to the next. As a case
          in point, there were no revenues from sales of condominiums during the
          third quarter of 2002.  The rental income from retail space is largely
          dependent upon its two major tenants,  Pretty Mall and Wonderful Mart,
          which  are  controlled  by one  entity.  The loss of  either  of these
          tenants would  materially and adversely  affect results of operations.
          Pretty Mall and Wonderful  Mart lease 67% of the  commercial  leasable
          area at Sunshine Plaza. The leases with Pretty Mall and Wonderful Mart
          are 20-year leases expiring in 2021. Management of these tenants has a
          good  reputation,  and the Company does not anticipate any significant
          change in the good standing of the tenants, but no degree of assurance
          can be made as to future events.


                                                                              25
<PAGE>

     4)   Golden  Horse could fail to continue to implement  its debt  reduction
          plan at Sunshine Plaza.

          The  Company  has  adopted  a plan to cut  debts  associated  with the
          operation of Golden Horse and Sunshine Plaza. This  comprehensive debt
          reduction  program  included  plans to negotiate  for debt relief from
          banks,  vendors,  associated  individuals and companies,  and taxation
          authorities in China.  While this plan has already generated  millions
          of  dollars  of debt  reductions,  we have not yet  realized  the full
          effects  of  this  program  and we may  not be  able  to  continue  to
          negotiate debt settlements and therefore the expected benefits may not
          materialize.  In addition,  our debt  reduction  measures are based on
          current  conditions  and do not take into effect future debt increases
          that may result from changes in our industry or  operations or actions
          in law,  including new  developments  in  regulations  regarding  debt
          relief.  Our failure to implement  these planned debt reduction  plans
          successfully  or the potential that these efforts may not generate the
          level of debt  reduction we expect  going  forward,  could  negatively
          impact  our  expected   financial  results  as  well  as  our  ongoing
          operations.


     5)   A  substantial  portion  of our  outstanding  common  stock is  freely
          tradable and may be sold into the market at any time.

          Of the  Company's  outstanding  common  stock,  19,772,972  shares are
          currently freely trading shares,  and an additional  39,705,754 common
          restricted   shares   will  be   eligible   for  removal  of  transfer
          restrictions  within  one  year.  Nevertheless,  trading  activity  in
          Company stock is relatively thin,  making the shares subject to sudden
          drops in price if one or more shareholders  chose to sell their shares
          at or about the same time.  This could  cause the market  price of our
          common stock to drop significantly, even if our business is growing.

     6)   Our share price has been and may continue to be volatile.

          Our common  stock has  experienced  in the past,  and is  expected  to
          experience  in the future,  significant  price and volume  volatility,
          which substantially increases the risk of loss to shareholders.

     7)   We depend heavily on key personnel, and would be adversely affected if
          we ceased to employ these key personnel.

          Our performance would be severely adversely affected by the departure,
          disability  or  death  of one or more of our  directors  or  executive
          officers.  In particular,  our Chairman and Chief  Executive  Officer,
          William J.  Fossen,  has spent  years  developing  relationships  with
          powerful individuals in China and learning the culture in China. These
          have been significant  factors in the Company's ability to learn about
          and acquire its subsidiary  companies in China.  Moreover,  we benefit
          from and rely on the substantial  experience of all our executives and
          the  executives  of our  subsidiaries  in the real  estate and garment
          industries  in China.  We compete for qualified  employees.  If we are
          unable to  recruit  and  retain  qualified  employees  at  competitive
          salaries, our business will be adversely affected.

     8)   Bank loans from Chinese banks benefiting operations in China might not
          be extended or renewed.

          Golden  Horse  is  in  technical  default  on  certain  loans.   While
          negotiations  are  expected to result in the renewal or  extension  of
          these loans, the Company would be materially  adversely  affected if a
          renewal or extension  were not granted.  Please refer to Footnote 2 to
          the financial  statements  concerning  Notes Payable for more detailed
          information.


                                                                              26
<PAGE>

     9)   Our  business has  substantial  cash  requirements  and we may require
          additional  sources of funds if our current sources are unavailable or
          insufficient to satisfy these  requirements,  and we cannot assure you
          that these additional  sources of funds will be available or available
          on reasonable terms.

          We  have  substantial   cash   requirements  in  connection  with  our
          operations,  capital expenditure and debt service obligations.  If the
          cash we generate from our  operations or that we can access from other
          sources is not available when needed or is insufficient to satisfy our
          requirements, we may require additional sources of funds, including by
          way of possible  asset sales.  We cannot  assure you that any required
          additional  sources  of  funds  would be  available  or  available  on
          reasonable  terms,  particularly in light of our existing debt levels,
          or that we would  be able to  dispose  of  assets  to raise  cash in a
          timely  manner or for fair  value.  If we do not  generate  sufficient
          amounts of capital to support our  operations and service our debt, or
          we do not generate  sufficient  amounts of capital at the times needed
          and on  reasonable  terms,  our  business  will  likely  be  adversely
          affected.

     10)  Our garment  manufacturing  business operates in a highly  competitive
          market,  and its profitability  will be affected if we are not able to
          compete effectively.

          The markets for our garment  products are highly  competitive in terms
          of pricing and  product  quality.  We face  intense  competition  from
          significant   competitors.   Our   competitors   may   implement   new
          technologies  before we do,  allowing them to offer more  attractively
          priced or enhanced  products than we provide.  Some of our competitors
          may have greater  resources in certain business segments or geographic
          markets. We may also encounter  increased  competition from new market
          entrants  or  alternative  technologies.   Our  garment  manufacturing
          business  operating  results  depend  to a  significant  extent on our
          ability to compete in this market environment.



Item 6.  Exhibits and Reports on Form  8-K

a)       Exhibits

Exhibit
Number          Description of Exhibit
------         ----------------------

99.1           Certification Of Chief Executive Officer Re:  Sarbanes-Oxley  Act
               Of 2002
99.2           Certification Of Chief Financial Officer Re:  Sarbanes-Oxley  Act
               Of 2002

b)       Reports on Form 8-K

         None



                                                                              27
<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 14,  2002                   By:  /s/ William J. Fossen
                                            ------------------------------
                                            William J. Fossen, CEO



Dated: November  14, 2002                   By: /s/ Matthew W. Fossen
                                            ------------------------------
                                            Matthew W. Fossen
                                            Chief Financial Officer
                                            President









                                                                              28
<PAGE>

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, William J. Fossen, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Viking  Capital
Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):
         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002


/s/  William J. Fossen.
------------------------------
William J. Fossen
Chief Executive Officer


                                                                              29
<PAGE>

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, Matthew W. Fossen, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Viking  Capital
Group, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):
         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002


/s/  Matthew W. Fossen
-----------------------------
Matthew W. Fossen
Chief Financial Officer

                                                                              30