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 March 31, 1999

                                       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 March 31,  1999,  approximately  29,032,009  shares of Common Stock of the
issuer were outstanding.  As of March 31, 1999, 100,000 shares of Class B Common
Stock of the issuer were outstanding.

<PAGE>


<TABLE>

<CAPTION>

                                                                  

                           VIKING CAPITAL GROUP, INC.



                                      INDEX


                                                                                        Page
                                                                                       Number
                                                                                       ------
<S>                                                                                       <C>    

PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements

          Consolidated Balance Sheets - March 31, 1999 and December 31, 1998               3

          Consolidated  Statements  of  Operations  - For the three months ended
          March 31, 1999 and 1998, and for the period from  inception  (November
          12, 1986) to March 31, 1999                                                      5

          Consolidated  Statements  of Cash Flows - For the three  months  ended
          March 31, 1999 and 1998, and for the period from  inception  (November
          12, 1986) to March 31, 1999                                                      6

          Notes to Consolidated Condensed Financial Statements                             8


      Item 2. Management's Discussion and Analysis or Plan of Operation.                  10


PART II - OTHER INFORMATION

      Item 5. Other Information                                                           11

      Item 6. Exhibits                                                                    12


SIGNATURES                                                                                13
EXHIBITS                                                                                  14

</TABLE>


                                      -2-


<PAGE>

<TABLE>

<CAPTION>



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

                           CONSOLIDATED BALANCE SHEETS
                                                               


                                     ASSETS
                                     ------
                                                                (Unaudited)
                                                                      
                                                                 March 31,    December 31,
                                                                    1999         1998     
                                                                 ----------   ----------
<S>                                                              <C>          <C>   

CURRENT ASSETS

  Cash                                                           $   74,343   $   47,506
  Accounts receivable                                                 5,000        5,193
  Notes and other accounts receivable and accrued interest          116,778       53,695
                                                                 ----------   ----------
     Total current assets                                           196,121      106,394
                                                                 ----------   ----------

OFFICE FURNITURE, EQUIPMENT, SOFTWARE AND CAPITALIZED SOFTWARE
DEVELOPMENT COSTS, NET                                              748,466      708,949

OTHER ASSETS                                                        109,904      114,929
                                                                 ----------   ----------

TOTAL ASSETS                                                     $1,054,491   $  930,272
                                                                 ==========   ==========
</TABLE>









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

                                      -3-

<PAGE>

<TABLE>

<CAPTION>


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


                           CONSOLIDATED BALANCE SHEETS
                                                                   



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                                
                                                                   (Unaudited)

                                                                    March 31,      December 31,
                                                                      1999             1998    
                                                                    -----------    -----------
<S>                                                                 <C>            <C>  

CURRENT LIABILITIES
  Accounts payable and accrued expenses                             $   198,128    $   456,003
  Accrued payroll and payroll taxes                                     638,132        649,793
  Lease obligation, current portion                                      32,745         39,940
  Note payable and accrued interest                                     206,612        314,249
                                                                    -----------    -----------
     Total current liabilities                                        1,075,617      1,459,985
                                                                    -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                 22,746         26,153
                                                                    -----------    -----------
     Total liabilities                                                1,098,363      1,486,138
                                                                    -----------    -----------

STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     no shares issued and outstanding                                      --             --
  Common stock $0.001 par value; 150,000,000 shares authorized;
     29,557,634 and 26,357,431 issued and outstanding as of March
     31, 1999 and December 31, 1998, respectively                        29,557         26,357
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                             100            100
  Paid-in capital                                                     8,277,543      7,170,190
  Deficit accumulated in the development stage                       (7,570,582)    (7,082,244)
                                                                    -----------    -----------
                                                                        736,618        114,403
                                                                    -----------    -----------

  Less treasury stock - 525,625 shares at cost                          (41,206)       (41,206)
  Less stock issued for notes receivable                               (739,284)      (629,063)
                                                                    -----------    -----------

     Total stockholders' deficit                                        (43,872)      (555,866)
                                                                    -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $ 1,054,491    $   930,272
                                                                    ===========    ===========
</TABLE>

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

                                      -4-

<PAGE>

<TABLE>

<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 Three months ended March 31, 1999 and 1998 and
           Period from November 12, 1986 (inception) to March 31, 1999



                                                 Three months ended              Period from     
                                                      March 31,               November 12, 1986  
                                                 1999            1998         to March 31, 1999  
                                            ------------    ------------      ----------------- 
<S>                                         <C>             <C>               <C>  
                        
Revenue                                     $       --      $       --          $    441,382        
Cost of Revenue                                     --              --                68,119        
                                            ------------    ------------        ------------        
Gross Profit                                        --              --               373,263        
                                            ------------    ------------        ------------        
                                                                                                    
Cost and expenses                                                                                   
   Depreciation and amortization                  10,106           9,459              90,175        
   General and administrative expenses           475,547         345,889           7,607,512        
                                            ------------    ------------        ------------        
       Total cost and expenses                   485,653         355,348           7,697,687        
                                            ------------    ------------        ------------        
                                                                                                    
   Loss from operations                         (485,653)       (355,348)         (7,324,424)       
                                                                                                    
Other income(expenses)                                                                              
   Interest income                                10,310           9,771              57,391        
   Interest and penalty expense                   (9,078)        (11,574)           (231,150)       
   Other                                          (3,917)           --               (41,177)       
                                            ------------    ------------        ------------        
       Total other income(expense)                (2,685)         (1,803)           (214,936)       
                                            ------------    ------------        ------------        
                                                                                                    
Loss before income taxes                        (488,338)       (357,151)         (7,539,360)       
                                                                                                    
Income tax provision                                --              --                   (32)       
                                            ------------    ------------        ------------        
                                                                                                    
Net loss                                    $   (488,338)   $   (357,151)       $ (7,539,392)       
                                            ============    ============        ============        
                                                                                
Loss per common share attributable to
   common stockholders
     Basic                                        $(.018)         $(.016)


Weighted average common share outstanding
     Basic                                    27,904,866      22,527,650

</TABLE>




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

                                      -5-

<PAGE>

<TABLE>

<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                 Three months ended March 31, 1999 and 1998 and
           Period from November 12, 1986 (inception) to March 31, 1999


                                                               Three months ended                  Period from
                                                                     March 31,                  November 12, 1986
                                                               1999             1998            to March 31, 1999
                                                             --------        ---------          -----------------
<S>                                                     <C>               <C>                   <C>   

Cash flows from operating activities
   Net loss                                             $     (488,338)   $    (357,151)        $   (7,539,392)
   Non-cash charges included in operations
     Allowance for doubtful accounts                                 -                -                 56,000
     Depreciation and amortization                              10,106            7,653                 90,175
     Common stock issued for services and interest             187,551          101,448              2,200,238
     Common B stock issued for services                              -                -                      -
     Note payable issued for services                                -                -                  6,860
     Common stock issued for services and
       accrued expenses                                              -                -                 30,434
     Provision for doubtful notes receivable                         -                -                 52,754
     Common stock issued for interest payable                        -                -                127,064
     Loss on assets                                                  -                -                 15,000
   Changes in assets and liabilities
     Accounts receivable                                           193           57,074                 (4,795)
     Prepaid expenses                                                -                -                      -
     Accrued interest receivable                                  (283)          (9,771)               (36,716)
     (Increase) in deposits                                          -                                 (31,767)
     (Increase) in other assets                                  5,024            1,044                (77,553)
     Accounts payable and accrued expenses                    (255,156)         (28,259)               251,650
     Accrued payroll and payroll taxes                         (11,662)          (3,275)               621,511
     Advances to stockholder expensed to consulting                  -                -                 57,706
                                                          ------------     ------------          -------------
       Net cash used for operating activities                 (552,565)        (231,237)            (4,180,831)

Cash flows from investing activities
   Capital expenditures                                        (49,623)        (102,788)              (722,404)
   Loans made                                                  (70,000)          (5,000)              (283,908)
   Loan repayments                                                   -                -                 11,900
   Other                                                             -                -                (15,050)
                                                          ------------     ------------          --------------
       Net cash used for investing activities                 (119,623)        (107,788)            (1,009,462)

Cash flows from financing activities
   Stock sale expenses                                               -                -                (11,716)
   Proceeds from sale of common stock                          706,463          179,729              3,592,707
   Proceeds from notes payable                                       -           53,500              2,327,971
   Principal repayments of notes payable                             -           (7,800)              (598,197)
   Principal payments on capital lease obligations              (7,438)          (7,530)               (48,976)
   Proceeds from preferred stock sale                                -                -                 20,000
   Repurchase of preferred stock                                     -                -                (11,319)
   Preferred dividends paid                                          -                -                 (5,834)
                                                          ------------     ------------          --------------
       Net cash provided by financing activities               699,025          217,899              5,264,636

Increase (decrease) in cash                                     26,837         (121,126)                74,343

</TABLE>

                                  - continued -

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

                                      -6-
<PAGE>

<TABLE>

<CAPTION>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                   Three months ended March 31, 1999 and 1998
         and Period from November 12, 1986 (inception) to March 31, 1999


                                                               Three months ended                Period from
                                                                     March 31,                November 12, 1986
                                                               1999             1998          to March 31, 1999
                                                             --------        ---------        -----------------
<S>                                                     <C>               <C>                   <C>  

Cash at beginning of period                                     47,506          123,454                      -
                                                          ------------     ------------          -------------
Cash at end of period                                   $       74,343    $       2,328         $       74,343
                                                         =============     ============          =============

Cash flow information:
   Interest paid                                           $     9,010      $         -            $   102,075
   Income taxes paid                                       $         -      $         -            $        32

Non-cash investing activities:
   Repayment of note receivable - non cash method          $         -      $         -            $    21,000
   Common stock issued for:
     Acquisition of Triple A                               $         -      $         -            $         -
     Acquisition of NIAI                                   $         -      $         -            $    10,000
     Acquisition of VISI                                   $         -      $         -            $       434
     Oil lease                                             $         -      $         -            $    40,000

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

Common stock issued for:
   Services and fees                                       $   180,679      $    81,184            $ 2,055,052
   Repayment of notes payable                              $   106,318      $   207,500              1,345,735
   Payment of interest                                     $     6,872      $    20,264                133,937
   Payment of accounts payable and exp reimbursement       $         -      $         -                 15,000
   Conversion of preferred stock                           $         -      $         -                100,000
   Payment of preferred stock dividend                     $         -      $         -                 25,556
   Notes Receivable                                        $   110,222      $    74,134                739,284

Note payable issued for services                           $         -      $         -            $     6,860
Assignment of oil lease in payment of note payable         $         -      $         -            $    40,000

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

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

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

</TABLE>


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

                                      -7-

<PAGE>


                           VIKING CAPITAL GROUP, INC.
                                                                -
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.       BASIS OF PRESENTATION

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

The consolidated interim financial statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted  accounting  principals  ("GAAP") have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.  It  is  suggested  that  these  financial  statements  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's  Form 10-KSB as of and for the year ended December 31,
1998.

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

2.       UNCONSOLIDATED SUBSIDIARY

Pursuant to a  reorganization  agreement  dated  September 4, 1997,  the Company
acquired  all of the  outstanding  stock of  Triple A  Annuity  Marketing,  Inc.
("Triple A"). Due to provisions in the  agreement,  the subsidiary was accounted
for as an unconsolidated  subsidiary under the equity method. Under the terms of
the  contingent  provision,  the Triple A  acquisition  agreement  was rescinded
during 1998.

3.       SOFTWARE DEVELOPMENT COSTS

During  January of 1998,  the Company  formed a  strategic  joint  venture  with
Transaction  Information  Systems,  Inc.  (TIS) for the  building of a technical
robust  architecture  capable of supporting  the Company's  long term  strategic
initiatives  of creating an  interactive  enterprise  insurance  and  retirement
services website. The Company has capitalized such costs as software development
costs.  During the  periods  ended March 31,  1999 and 1998,  the  company  paid
$250,000 and $100,000,  respectively, of costs associated with such initiatives.
Total costs incurred to date is $666,767; of which, $600,000 is paid.

Financial  Accounting  Standard  No. 86,  "Accounting  for the Cost of  Computer
Software  to  be  Sold,  Leased,  or  Otherwise  Marketed",   provides  for  the
capitalization  of certain costs  related to  development  of computer  software
products.   Capitalized   computer   software   costs   include   direct  labor,
labor-related  overhead costs and interest.  The software will be amortized over
its  expected  useful life of 3 years after it is placed in service.  Management
periodically  evaluates  the  recoverability,   valuation  and  amortization  of
capitalized  software  cost.  As part of this review,  management  considers the
undiscounted  projected  future net  earnings.  If the  undiscounted  future net
earnings is less than the stated value,  software  costs will be written down to
fair value.


4.       RELATED PARTY TRANSACTIONS

During  the  quarter a note  receivable  from a  related  party of  $50,000  was
executed. The term of the note is one year and the interest rate is 8%.



                                      -8-
<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

5.       OPTIONS ISSUED

During the current quarter,  the Company granted 273,953 options  exercisable at
rates from $0.20 to $1.00 per share.  The weighted average exercise price of the
options granted was $0.61. All of these options are exercisable  within one year
and expire within one year;  except for 120,000 options which are vested 25% per
year and expire within five years.

6.       OTHER

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

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

7.       EVENTS SUBSEQUENT TO MARCH 31, 1999

Subsequent to March 31, 1999,  approximately  85,000 shares of common stock were
issued for services,  102,000 shares were issued for  cash/notes  receivable and
53,573  shares were issued for note  conversion.  Also  subsequent  to March 31,
1999,  146,788  options were issued with a weighted  average  exercise  price of
$0.90 per share. All options expire within one year.






                                      -9-

<PAGE>


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


Material Changes in Results of Operations

         During  the three  month  period  ended  March 31,  1999,  the  Company
continued in its efforts to secure  capital and  implement  its proposed plan of
business.  In the  course  of its  efforts  to  fulfill  its  strategic  plan of
operation  it  concluded  the  negotiations  of a Strategic  Joint  Venture with
Transaction  Information Systems,  Inc. (TIS). The agreement was signed in early
1998 with TIS for the  building of a technical  robust  architecture  capable of
supporting  the  Company's  long  term  strategic  initiatives  of  creating  an
interactive  enterprise  insurance and retirement  services website.  During the
periods  ended March 31, 1999 and 1998,  the company paid $250,000 and $100,000,
respectively, of costs associated with such initiatives. Total costs incurred to
date  is   $666,767;   of  which,   $600,000   is  paid.   In  addition  to  its
telecommunications  alliance  previously  announced with iXnet of New York which
provides  the ATM  backbone  for Viking  Capital  Financial  Network(VCFN),  the
Company has signed  additional  alliances  during the first quarter of 1999. The
Company signed a strategic alliance with Pearse EFT, Inc. of Malta, NY for their
Internet based remote banking  software.  The alliance  allows Viking to provide
remote banking software as a service on the Company's  private network for banks
wishing to provide their customers with remote or virtual banking services. This
service is called IP Banker. The agreement also lead the way to a service bureau
business  model for remote  banking which is named  (Viking  System) VS Banker's
Service  Bureau.  The Company also signed two agreements for products to be made
available which the Company believes will enhance customer  satisfaction and use
of its network.  The first agreement is with Netnote  International,  Ltd. which
will  provide  for the sale and  distribution  of a family  of  products  called
Webnote(TM) which is a sub-notebook size device with touch screen, color display
and  keyboard.  The complete  unit weighs about 2 lbs. The  Webnote(TM)  is also
equipped with smart card technology to provide additional security which acts as
a "web access key" providing a unique  identifier.  The second agreement is with
MaxPC Technologies,  Inc. of Dallas, TX. The agreement gives Viking the right to
sell all MaxPC  products via the Internet.  The MaxPC product is a computer card
with a processor  operating at 3.6 billion  operations  per second and takes the
burden of video processing away from the CPU. The technology offers full-motion,
2-way  video  communications  over IP  based  connections  (Internet,  Extranet,
Intranet) and is compliant with MPEG and streaming video/DVD standards. The card
is  capable of  transforming  most PCs into video  communication  stations.  The
Company  anticipates  using this  technology  in  conjunction  with its employee
benefits  administration services and making this technology available to others
as a video conferencing tool.


         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$475,547  and  reported  net losses of $488,338 for the three month period ended
March 31, 1999.

Material Changes in Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $74,343 at March 31, 1999. During the
first quarter of 1999, the Company raised $706,463 through private sale of stock
and exercise of options.

         With the receipt of $706,463 from these sources and expected additional
funding , the Company believes it has sufficient funds to continue  pursuing its
plan of operations  for the next twelve months,  exclusive of insurance  company
acquisitions  which  constitutes  the full plan of  operations.  The  Company is
currently  evaluating  various options to raise  additional  capital,  including
possible  placements  of debt and equity for the  purpose of  insurance  company
acquisitions.  There  is  no  assurance,  however,  that  the  Company  will  be
successful  in  securing  additional  financing  and,  therefore,  there  is  no
assurance  that the Company can  implement its full plan of  operations.  If the
Company is successful in implementing  its plan of operations,  the Company will
be required to lease, acquire or construct significant additional facilities and
equipment  and  hire  substantial   additional   employees  to  carry  out  such
operations.



                                      -10-

<PAGE>



                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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







Item 6.  Exhibits and Reports

                  Exhibit 21.1      List of subsidiaries of the Registrant
                  Exhibit 27.1      Financial Data Schedule











                                      -11-

<PAGE>


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


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


2.1

21.1                     List of Subsidiaries of the Registrant
27.1                     Financial Data Schedule













                                      -12-

<PAGE>


                                   SIGNATURES



         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                     VIKING CAPITAL GROUP, INC.

Dated: May 12,  1999                       By:  \s\  William J. Fossen
                                           -----------------------------
                                           William J. Fossen, President


Dated: May 12, 1999                        By: \s\  Matthew W. Fossen
                                           -----------------------------
                                           Matthew W. Fossen
                                           Chief Financial Officer







                                      -13-

<PAGE>



                                      EX-21
                         Subsidiaries of the Registrant



                                  EXHIBIT 21.1


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

The following are current subsidiaries of Registrant.

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

Viking Capital Financial Services, Inc.                                 Texas
Viking Insurance Services, Inc.                                         Texas
Viking Systems, Inc.                                                    Texas
Viking Administrators, Inc.                                             Texas
NIAI Insurance Administrators, Inc.                                California








                                      -14-