UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

                       For the period ended June 30, 1998

                                       OR

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     EXCHANGE ACT OF 1934

                     For the transition period from __ to __

                           Commission File No. 0-22744


                           VIKING CAPITAL GROUP, INC.
                   -------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Utah                                         87-0442090
            ----                                         ----------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

        Two Lincoln Centre, Suite 300, 5420 LBJ FWY, Dallas, Texas 75240
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (972) 386-9996
                                 --------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

As of June 30,  1998,  approximately  23,665,487  shares of Common  Stock of the
issuer were outstanding.  As of June 30, 1998,  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>               <C>    

PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements

         Consolidated Balance Sheets - June 30, 1998 and December 31, 1997                         3

         Consolidated  Statements of Operations - For the three months ended June
         30, 1998 and 1997, and for the period from inception
         (November 12, 1986) to June 30, 1998                                                      5

         Consolidated  Statements  of Operations - For the six months ended June
         30, 1998 and 1997, and for the period from inception
         (November 12, 1986) to June 30, 1998                                                      6

         Consolidated  Statements  of Cash Flows - For the six months ended June
         30, 1998 and 1997, and for the period from inception
         (November 12, 1986) to June 30, 1998                                                      7

         Notes to Consolidated Condensed Financial Statements                                      9


      Item 2. Management's Discussion and Analysis or Plan of Operations.                         11


PART II - OTHER INFORMATION

      Item 5. Other Information                                                                   12
      Item 6.  Exhibits                                                                           13


SIGNATURES                                                                                        14
EXHIBITS                                                                                          15

</TABLE>



                                        2


<PAGE>

<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS

                                                                 June 30,  December 31,
                                                                  1998       1997
                                                                 --------   --------
<S>                                                              <C>        <C>     

CURRENT ASSETS 
  Cash                                                           $ 11,430   $123,454
  Accounts receivable                                               8,298     65,372
  Notes and other accounts receivable and accrued interest        131,315    104,338
  Prepaid expense                                                    --         --
                                                                 --------   --------
     Total current assets                                         151,043    293,164
                                                                 --------   --------

Office furniture, equipment, software and capitalized software
development costs, net                                            341,445     93,727

INVESTMENT IN SUBSIDIARY                                           34,800     34,800

OTHER ASSETS                                                       85,027     86,377
                                                                 --------   --------

TOTAL ASSETS                                                     $612,315   $508,068
                                                                 ========   ========


</TABLE>
















                                        3

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


<PAGE>

<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' DEFICIT


                                                                    June 30,      December 31,
                                                                       1998          1997
                                                                   -----------    -----------
<S>                                                                <C>            <C>     

CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $   325,756    $   133,060
  Accrued officer's payroll                                            401,963        416,367
  Lease obligation, current portion                                     29,451         27,324
  Note payable and accrued interest                                    118,131        254,135
                                                                   -----------    -----------
     Total current liabilities                                         875,301        830,886
                                                                   -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                42,711         58,134
                                                                   -----------    -----------
     Total liabilities                                                 918,012        889,020
                                                                   -----------    -----------
                                                                                     
STOCKHOLDERS' DEFICIT
  Common stock $0.001 par value;  150,000,000 shares authorized;
     23,665,487 and 21,555,161 issued and outstanding as of June
     30, 1998 and December 31, 1997, respectively                       23,665         21,555
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                            100            100
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     no shares issued and outstanding                                     --             --
Paid-in capital                                                      6,280,622      5,447,351
  Deficits accumulated in the development stage                     (6,227,622)    (5,541,630)
                                                                   -----------    -----------
                                                                        76,765        (72,624)
                                                                   -----------    -----------

  Less treasury stock - 25,625 shares at cost                           (6,406)        (6,406)
                                                                   -----------    -----------
  Less stock issued for notes receivable                              (376,056)      (301,922)
                                                                   -----------    -----------

     Total stockholders' deficit                                      (305,697)      (380,952)
                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   612,315    $   508,068
                                                                   ===========    ===========

</TABLE>









                                        4

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


<PAGE>


<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  Three months ended June 30, 1998 and 1997 and
           Period from November 12, 1986 (inception) to June 30, 1998



                                                 Three months ended           Period from
                                                      June 30,              November 12, 1986
                                                1998             1997        to June 30, 1998
                                             ------------    ------------   -----------------
<S>                                                                          <C>     


Revenue                                      $       --      $       --      $    441,382
Cost of Revenue                                      --              --            68,119
                                             ------------    ------------    ------------
Gross Profit                                         --              --           373,263
                                             ------------    ------------    ------------

Cost and expenses
   Depreciation and amortization                    8,336           7,653          59,913
   General and administrative expenses            327,344         258,394       6,326,271
                                             ------------    ------------    ------------
       Total cost and expenses                    335,680         266,047       6,386,184
                                             ------------    ------------    ------------

   Loss from operations                          (335,680)       (266,047)     (6,012,921)

Other income(expenses)
   Interest income                                 12,206           2,568          50,003
   Interest and penalty expense                    (5,367)        (23,809)       (196,222)
   Other                                             --              --           (37,260)
                                             ------------    ------------    ------------
       Total other income(expense)                  6,839         (21,241)       (183,479)
                                             ------------    ------------    ------------

Loss before income taxes                         (328,841)       (287,288)     (6,196,400)

Income tax provision                                 --              --               (32)
                                             ------------    ------------    ------------

Net loss                                     $   (328,841)   $   (287,288)   $ (6,196,432)
                                             ============    ============    ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                       $(.014)         $(.020)


Weighted average common shares outstanding     23,017,450


</TABLE>








                                       5

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


<PAGE>


<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                   Six months ended June 30, 1998 and 1997 and
           Period from November 12, 1986 (inception) to June 30, 1998



                                                             
                                             Six  months ended         Period from
                                                  June 30,           November 12, 1986
                                           1998             1997      to June 30, 1998
                                         -----------    -----------   ----------------
<S>                                                                    <C>    


Revenue                                  $      --      $      --      $   441,382
Cost of Revenue                                 --             --           68,119
                                         -----------    -----------    -----------
Gross Profit                                    --             --          373,263
                                         -----------    -----------    -----------

Cost and expenses
   Depreciation and amortization              15,989         14,783         59,913
   General and administrative expenses       675,039        543,221      6,326,271
                                         -----------    -----------    -----------
       Total cost and expenses               691,028        558,004      6,386,184
                                         -----------    -----------    -----------

   Loss from operations                     (691,028)      (558,004)    (6,012,921)

Other income(expenses)
   Interest income                            21,977          5,168         50,003
   Interest and penalty expense              (16,941)       (41,189)      (196,222)
   Other                                        --             --          (37,260)
                                         -----------    -----------    -----------
       Total other income(expense)             5,036        (36,021)      (183,479)
                                         -----------    -----------    -----------

Loss before income taxes                    (685,992)      (594,025)    (6,196,400)

Income tax provision                            --             --              (32)
                                         -----------    -----------    -----------

Net loss                                 $  (685,992)   $  (594,025)   $(6,196,432)
                                         ===========    ===========    ===========

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                  $(.030)        $(.041)

Weighted average common shares 
outstanding                               23,017,450



</TABLE>










                                        6

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


<PAGE>


<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                   Six months ended June 30, 1998 and 1997 and
           Period from November 12, 1986 (inception) to June 30, 1998


                                                                           
                                                          Six months ended            Period from
                                                              June 30,             November 12, 1986
                                                         1998           1997        to June 30, 1998
                                                      -----------    -----------    ----------------
<S>                                                                  <C>            <C>     


Cash flows from operating activities
   Net loss                                           $  (685,992)   $  (594,025)   $(6,196,432)
   Non-cash charges included in operations
     Depreciation and amortization                         15,989         14,783         59,913
     Common stock issued for services and interest        232,048         28,696      1,889,323
   Common B stock issued for services                        --              100
     Note payable issued for services                        --             --            6,860
     Common stock issued for services and
       accrued expenses                                      --             --           30,434
     Provision for doubtful notes receivable                 --             --           52,754
     Common stock issued for interest payable                --             --             --
     Loss on assets                                          --             --           15,000
     Advances to stockholder expensed to consulting          --             --           57,706
   Changes in assets and liabilities
     (Increase)Decrease in accounts receivable             57,074         99,703         (8,298)
     Prepaid expenses                                        --          (21,487)          --
     Accrued interest receivable                          (21,977)          --          (41,253)
     (Increase) in deposits                                  --             --          (31,767)
     (Increase) in other assets                             3,477           --          (50,548)
     Accounts payable and accrued expenses                169,097        (29,452)       340,241
     Accrued payroll and payroll taxes                     (2,974)        42,435        411,603
                                                      -----------    -----------    -----------
       Net cash used for operating activities            (233,258)      (459,347)    (3,464,364)

Cash flows from investing activities
   Capital expenditures                                  (238,707)          --         (260,121)
   Loans made                                              (5,000)        (4,756)      (229,708)
   Loan repayments                                           --             --           15,500
   Other                                                     --             --          (15,050)
                                                      -----------    -----------    -----------
       Net cash used for investing activities            (243,707)        (4,756)      (489,379)

Cash flows from financing activities
   Stock sale expenses                                       --             --          (11,716)
   Proceeds from sale of common stock                     276,699          7,500      2,522,119
   Proceeds from notes payable                            120,315        573,900      2,056,201
   Principal repayments of notes payable                  (16,650)      (115,385)      (566,682)
   Principal payments on capital lease obligations        (15,423)          --          (37,596)
   Proceeds from preferred stock sale                        --             --           20,000
   Repurchase of preferred stock                             --             --          (11,319)
   Preferred dividends paid                                  --             --           (5,834)
                                                      -----------    -----------    -----------
       Net cash provided by financing activities          364,941        466,015      3,965,173

Increase (decrease) in cash                              (112,024)         1,912         11,430

</TABLE>


                                  - continued -
                                        7
The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                     Six months ended June 30, 1998 and 1997
         and Period from November 12, 1986 (inception) to June 30, 1998


                                                                                  
                                                          Six months ended       Period from
                                                            June 30,            November 12, 1986
                                                          1998         1997      to June 30, 1998
                                                       ----------   ----------   ----------------
<S>                                                                              <C>        


Cash at beginning of period                               123,454        9,920         --
                                                       ----------   ----------   ----------
Cash at end of period                                  $   11,430   $   11,832   $   11,430
                                                       ==========   ==========   ==========

Cash flow information:
   Interest paid                                       $     --     $     --     $   55,309
   Income taxes paid                                   $     --     $     --     $       32

Non-cash investing activities:
   Common stock issued for:
     Acquisition of Triple A                           $     --     $     --     $   34,800
     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                                   $  209,185   $   28,696   $1,614,331
   Repayment of notes payable                          $  227,500   $   11,207    1,189,617
   Payment of interest                                 $   22,864   $     --        124,726
   Payment of accounts payable and exp reimbursement   $     --     $     --         27,055
   Conversion of preferred stock                       $     --     $     --        100,000
   Payment of preferred stock dividend                 $     --     $     --         25,556
   Notes Receivable                                    $   74,134   $     --        376,056
   Equipment                                           $   25,000   $     --         25,000

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

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

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

Additions to equipment under capital leases            $     --     $   10,378   $  107,631


</TABLE>



                                        8
   The accompanying notes are an integral part of these financial statements.

<PAGE>

                           
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    BASIS OF PRESENTATION

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

The consolidated interim financial statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted  accounting  principals  ("GAAP") have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.  It  is  suggested  that  these  financial  statements  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's  Form 10-KSB as of and for the year ended December 31,
1997.

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



2.    UNCONSOLIDATED SUBSIDIARY

Pursuant to a  reorganization  agreement  dated  September 4, 1997,  the Company
acquired all of the outstanding stock of Triple A Annuity  Marketing,  Inc.. Due
to  provisions  in  the  agreement,  the  subsidiary  is  accounted  for  as  an
unconsolidated  subsidiary under the equity method.  Revenues and net income for
the  period  ended  June 30,  1998 for  Triple A Annuity  Marketing,  Inc.  were
approximately $35,437 and zero respectively.



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.  During  the period  ended June 30,  1998,  the  Company  had
incurred $235,919 of costs associated with such initiatives.  Subsequent to June
30, 1998, the Company incurred $71,700 in cost. The Company has capitalized such
costs as software  development costs.  Amortization of the asset will begin when
placed in to service which is expected to be in the fourth quarter of 1998.

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

                                        9


<PAGE>



                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)






5.    OPTIONS ISSUED

During the current quarter,  the Company granted 995,500 options  exercisable at
rates from $0.50 to $1.00 per share.  This  includes  options for five years for
410,000 shares of common  restricted stock  exercisable at 25% per year at $1.00
per share and for 585,500 shares  exercisable  and expiring within one year at a
weighted average exercise price of $0.64 per share.


6.    OTHER

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

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


7.    EVENTS SUBSEQUENT TO JUNE 30, 1998

Subsequent  to  June  30,  1998,  the  Company   incurred  $71,700  in  software
development cost (see footnote 3).






                                       10


<PAGE>



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


Material Changes in Results of Operations

         During  the  three  month  period  ended  June 30,  1998,  the  Company
(website: www.vcgi.com) continued in its efforts to secure capital and implement
its  proposed  plan of  business.  In the course of its  efforts to fulfill  its
strategic  plan of operation it concluded  the  negotiations  of a Joint Network
Services  Agreement  with  New-York-based  IXNET  (website:   www.ixnet.com),  a
subsidiary of IPC Information  Systems,  Inc.  (NASDAQ:IPCX).  The two companies
will create a high-performance, private ATM (asynchronous transfer mode) network
to launch its eCommerce insurance system, Universal IP(TM). The Company has also
continued in its efforts to build the robust technical architecture required for
Universal IP (TM) with its strategic partner  Transaction  Information  Systems,
Inc.  (TIS)  (website  www.tisny.com)  of New York.  The Company refers to these
strategic relationships as the "Viking Systems Business Enterprise".  During the
quarter  ended June 30,  1998,  the  Company had  incurred  costs of $135,919 in
efforts to build the technical  robust  architecture  required for the Universal
IP(TM) system.  Additional  costs of similar or greater size are  anticipated in
this effort.

         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$675,039 and reported net losses of $685,992 for the six month period ended June
30, 1998.

Material Changes in Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $11,430 at June 30, 1998.  During the
second  quarter of 1998,  the Company  raised  $54,500 via short term loans from
unrelated  parties,  $12,315  via short term loans from  related  parties and an
additional $96,970 through the private sale of stock.

         Even after the  receipt of  $163,785  from these  sources,  the Company
lacks  adequate  financing to implement  its full plan of business or to sustain
its operations beyond the following twelve months.  Management  believes that to
support the first  stage of the  Company's  plan of  operations,  involving  the
supporting of the operations of its  subsidiaries;  Viking  Insurance  Services,
Inc.,  Viking  Financial  Services,  Inc.,  Viking  Administrator,   Inc.,  NIAI
Insurance Administrators,  Inc. and Viking Systems Inc., will require additional
capital over the next twelve months.  Triple A Annuity  Marketing,  Inc. is self
sufficient and will not require  specific  additional  funds in the  foreseeable
future. The Company is currently  evaluating various options to raise additional
capital,  including  possible  placements  of  debt  and  equity.  There  is  no
assurance,  however,  that the Company will be successful in securing additional
financing and,  therefore,  there is no assurance that the Company can implement
its full plan of operations.  If the Company is successful in  implementing  its
plan of operations,  the Company will be required to lease, acquire or construct
significant  additional facilities and equipment and hire substantial additional
employees to carry out such operations.




                                       11




<PAGE>

                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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

         Attention  is  directed  to the  financial  information  related to the
efforts to build the technical robust architecture  required by the Registrant's
Universal  IP(TM)  eCommerce  insurance  software  systems  as  noted  in Part I
Financial Statements and footnote 3 and, in Management's Discussion and Analysis
or Plan of Operations and such information is incorporated herein by reference.





Item 6.  Exhibits and Reports

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




















                                       12


<PAGE>


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


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


 2.1

21.1                  List of Subsidiaries of the Registrant
27.1                  Financial Data Schedule

















                                       13


<PAGE>


                                   SIGNATURES



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



                                                  VIKING CAPITAL GROUP, INC.

Dated: August 11,  1998                          By: \s\  William J. Fossen
                                                    -------------------------
                                                    William J. Fossen, President


Dated: August 11,  1998                           By: \s\  Matthew W. Fossen
                                                    --------------------------
                                                    Matthew W. Fossen
                                                    Chief Financial Officer

















                                       14


<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 Financial Services, Inc.                                      Texas
Viking Insurance Services, Inc.                                      Texas
Viking Systems, Inc.                                                 Texas
Viking Administrators, Inc.                                          Texas
NIAI Insurance Administrators, Inc.                             California
Triple A Annuity Marketing, Inc.                                   Arizona














                                       15