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


                                   FORM 10-QSB

(Mark One)

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

                     For the period ended September 30, 1998

                                       OR

[ ] TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
    EXCHANGE ACT OF 1934
                     For the transition period from __ to __

                           Commission File No. 0-22744


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


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

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

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

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

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

As of September 30, 1998, approximately 23,424,573 net shares of Common Stock of
the issuer were outstanding. As of September 30, 1998, 100,000 shares of Class B
Common Stock of the issuer were outstanding.


                          

<PAGE>

<TABLE>

<CAPTION>
                         
                                      INDEX


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

PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements

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

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

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

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

         Notes to Consolidated Condensed Financial Statements                                      9


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


PART II - OTHER INFORMATION

      Item 5. Other Information                                                                   12
      Item 6.  Exhibits                                                                           13


SIGNATURES                                                                                        14
EXHIBITS                                                                                          15

</TABLE>

                                        2


<PAGE>


<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS
                                     ------

                                                               September 30,    December 31,
                                                                  1998             1997
                                                               -------------    ------------
<S>                                                              <C>              <C>     
CURRENT ASSETS

  Cash                                                           $  4,170         $123,454
  Accounts receivable                                               2,000           65,372
  Notes and other accounts receivable and accrued interest        146,354          104,338
  Prepaid expense                                                    --               --
                                                                 --------         --------
     Total current assets                                         152,524          293,164
                                                                 --------         --------

Office furniture, equipment, software and capitalized software
development costs, net                                            643,673           93,727

INVESTMENT IN SUBSIDIARY                                             --             34,800

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

TOTAL ASSETS                                                     $881,224         $508,068
                                                                 ========         ========



</TABLE>













                                       3

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


<PAGE>


<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------


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

CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $   651,493    $   133,060
  Accrued officer's payroll                                            401,963        416,367
  Lease obligation, current portion                                     30,575         27,324
  Note payable and accrued interest                                    237,806        254,135
                                                                   -----------    -----------
     Total current liabilities                                       1,321,837        830,886
                                                                   -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                34,639         58,134
                                                                   -----------    -----------
     Total liabilities                                               1,356,476        889,020
                                                                   -----------    -----------

STOCKHOLDERS' DEFICIT
  Common stock $0.001 par value; 150,000,000 shares authorized;
     23,950,198 and 21,555,161 issued as of September
     30, 1998 and December 31, 1997, respectively                       23,950         21,555
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                            100            100
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     no shares issued and outstanding                                     --             --
  Paid-in capital                                                    6,354,782      5,447,351
  Deficits accumulated in the development stage                     (6,436,822)    (5,541,630)
                                                                   -----------    -----------
                                                                       (57,990)       (72,624)
                                                                   -----------    -----------

  Less treasury stock - 525,625 and 25,625 shares at cost 
     respectively                                                      (41,206)        (6,406)
                                                                   -----------    -----------
  Less stock issued for notes receivable                              (376,056)      (301,922)
                                                                   -----------    -----------

     Total stockholders' deficit                                      (475,252)      (380,952)
                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   881,224    $   508,068
                                                                   ===========    ===========


</TABLE>












                                        4

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


<PAGE>


<TABLE>

<CAPTION>

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

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



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

Revenue                                      $       --      $     50,000    $    441,382
Cost of Revenue                                      --              --            68,119
                                             ------------    ------------    ------------
Gross Profit                                         --            50,000         373,263
                                             ------------    ------------    ------------

Cost and expenses
   Depreciation and amortization                   10,079           7,653          69,991
   General and administrative expenses            192,928         458,805       6,519,201
                                             ------------    ------------    ------------
       Total cost and expenses                    203,007         466,458       6,589,192
                                             ------------    ------------    ------------

   Loss from operations                          (203,007)       (416,458)     (6,215,929)

Other income(expenses)
   Interest income                                 11,439           2,585          61,442
   Interest and penalty expense                   (17,632)        (27,514)       (213,853)
   Other                                                             --           (37,260)
                                             ------------    ------------    ------------
       Total other income(expense)                 (6,193)        (24,929)       (189,671)
                                             ------------    ------------    ------------

Loss before income taxes                         (209,200)       (441,387)     (6,405,600)

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

Net loss                                     $   (209,200)   $   (441,387)   $ (6,405,632)
                                             ============    ============    ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.009)   $      (.028)


Weighted average common shares outstanding     23,213,781


</TABLE>








                                        5

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



<PAGE>


<TABLE>

<CAPTION>
                       
                       

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



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


Revenue                                      $       --      $     50,000    $    441,382
Cost of Revenue                                      --              --            68,119
                                             ------------    ------------    ------------
Gross Profit                                         --            50,000         373,263
                                             ------------    ------------    ------------

Cost and expenses
   Depreciation and amortization                   26,067          22,436          69,991
   General and administrative expenses            867,969       1,002,027       6,519,201
                                             ------------    ------------    ------------
       Total cost and expenses                    894,036       1,024,463       6,589,192
                                             ------------    ------------    ------------

   Loss from operations                          (894,036)       (974,463)     (6,215,929)

Other income(expenses)
   Interest income                                 33,416           7,753          61,442
   Interest and penalty expense                   (34,572)        (68,703)       (213,853)
   Other                                                             --           (37,260)
                                             ------------    ------------    ------------
       Total other income(expense)                 (1,156)      (60,950))        (189,671)
                                             ------------    ------------    ------------

Loss before income taxes                         (895,192)     (1,035,413)     (6,405,600)

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

Net loss                                     $   (895,192)   $ (1,035,413)   $ (6,405,632)
                                             ============    ============    ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.039)   $      (.070)


Weighted average common shares outstanding     23,213,781


</TABLE>











                                        6

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


<PAGE>

<TABLE>

<CAPTION>

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

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


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


Cash flows from operating activities
   Net loss                                           $  (895,192)   $(1,035,413)   $(6,405,632)
   Non-cash charges included in operations
     Depreciation and amortization                         26,067         22,456         69,991
     Common stock issued for services and interest        266,493        346,952      1,923,768
Common B stock issued for services                                          --              100
     Note payable issued for services                        --             --            6,860
     Common stock issued for services and
       accrued expenses                                      --             --           30,434
     Provision for doubtful notes receivable                 --             --           52,754
     Common stock issued for interest payable                --             --             --
     Loss on assets                                          --             --           15,000
     Advances to stockholder expensed to consulting          --             --           57,706
   Changes in assets and liabilities
     (Increase)Decrease in accounts receivable             59,772         49,703         (5,600)
     Prepaid expenses                                        --              588           --
     Accrued interest receivable                          (33,416)          --          (52,692)
     (Increase) in deposits                                  --              400        (31,767)
     (Increase) in other assets                             4,601           --          (49,424)
     Accounts payable and accrued expenses                498,816        (31,397)       669,960
     Accrued payroll and payroll taxes                     (3,549)        23,124        411,028
                                                      -----------    -----------    -----------
       Net cash used for operating activities             (76,408)      (623,587)    (3,307,514)

Cash flows from investing activities
   Capital expenditures                                  (551,012)       (10,377)      (572,426)
   Loans made                                              (5,000)       (10,541)      (229,708)
   Loan repayments                                           --            2,000         15,500
   Other                                                     --             --          (15,050)
                                                      -----------    -----------    -----------
       Net cash used for investing activities            (556,012)       (18,918)      (801,684)

Cash flows from financing activities
   Stock sale expenses                                       --             --          (11,716)
   Proceeds from sale of common stock                     296,699         52,500      2,542,119
   Proceeds from notes payable                            267,467        706,612      2,203,353
   Principal repayments of notes payable                  (27,535)      (116,747)      (577,567)
   Principal payments on capital lease obligations        (23,495)        (6,724)       (45,668)
   Proceeds from preferred stock sale                        --             --           20,000
   Repurchase of preferred stock                             --             --          (11,319)
   Preferred dividends paid                                  --             --           (5,834)
                                                      -----------    -----------    -----------
       Net cash provided by financing activities          513,136        635,641      4,113,368

Increase (decrease) in cash                              (119,284)        (6,884)         4,170

</TABLE>

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


<PAGE>

<TABLE>

<CAPTION>

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

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


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


Cash at beginning of period                               123,454       10,000               --
                                                       ----------   ----------         ----------
Cash at end of period                                  $    4,170   $    3,136         $    4,170
                                                       ==========   ==========         ==========

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

Non-cash investing activities:
   Common stock issued for:
     Acquisition of Triple A                           $     --     $   34,800         $   34,800
     Acquisition of NIAI                               $     --     $   10,000         $   10,000
     Acquisition of VISI                               $     --     $     --           $      434
     Oil lease                                         $     --     $     --           $   40,000

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

Common stock issued for:
   Services and fees                                   $  242,337   $  345,092         $1,647,483
   Repayment of notes payable                          $  247,500   $   27,207          1,209,617
   Payment of interest                                 $   24,156   $    1,860            126,617
   Payment of accounts payable and exp reimbursement   $     --     $     --               27,055
   Conversion of preferred stock                       $     --     $     --              100,000
   Payment of preferred stock dividend                 $     --     $     --               25,556
Notes Receivable                                       $   74,134   $     --              376,056
   Equipment                                           $   25,000   $     --               25,000

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

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

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

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


</TABLE>



                                        8

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


<PAGE>


                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    BASIS OF PRESENTATION

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

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

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


2.    UNCONSOLIDATED SUBSIDIARY

Pursuant to an agreement  dated  September 4, 1997, the Company  acquired all of
the outstanding stock of Triple A Annuity Marketing, Inc. in exchange for common
restricted shares. Due to certain  contingent  provisions in the agreement,  the
transaction  was accounted for as the purchase of an  unconsolidated  subsidiary
under the equity method as it was unclear if control of the subsidiary  would be
permanent.  The investment was recorded at $34,800, the net book value of Triple
A Annuity  Marketing,  Inc. In the third quarter of 1998, Triple A exercised its
option under the provisions of the agreement to rescind the purchase. The equity
investment  of $34,800 was  reclassified  to  treasury  stock  representing  the
500,000 shares of common restricted stock which were returned Viking.


3.    SOFTWARE DEVELOPMENT COSTS

During January of 1998, the Company  formed a strategic  joint venture  alliance
with Transaction Information Systems, Inc. (TIS) for the building of a technical
robust  architecture  capable of supporting  the Company's  long term  strategic
initiatives  of creating an  interactive  enterprise  insurance  and  retirement
services  website.  During the period ended  September 30, 1998, the Company had
incurred  $548,225 of costs  associated  with such  initiatives.  Subsequent  to
September  30,  1998,  the  Company  incurred  $75,353 in cost.  The Company has
capitalized such costs as software development costs.  Amortization of the asset
will  begin  when  placed in to service  which is  expected  to be in the fourth
quarter of 1998.

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


                                        9


<PAGE>



                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)






5.    OPTIONS ISSUED

During the current  quarter,  the Company granted  options  exercisable at rates
from $0.25 to $1.00 per share.  This includes options for five years for 121,413
shares of common restricted stock exercisable at 25% per year at $0.75 per share
and  options  for five  years for  300,000  shares of  common  restricted  stock
exercisable  at 25%  per  year  at  $1.00  per  share  and  for  143,649  shares
exercisable and expiring within one year at a weighted average exercise price of
$0.42 per share.


6.    OTHER

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

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


7.    EVENTS SUBSEQUENT TO SEPTEMBER 30, 1998

Subsequent  to September  30,  1998,  the Company  incurred  $75,353 in software
development  cost (see  footnote 3). In  addition,  the Company  issued  148,000
shares of common  restricted  stock  and  granted  options  for  406,000  shares
exercisable and expiring within one year at an exercise price of $0.30 per share
and 408,000 shares exercisable within one year at an exercise price of $0.50 per
share.







                                       10







<PAGE>



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


Material Changes in Results of Operations

         During the three month period  ended  September  30, 1998,  the Company
(website: www.vcgi.com) continued in its efforts to secure capital and implement
its  proposed  plan of  business.  In the course of its  efforts to fulfill  its
strategic  plan of operation it concluded  the  negotiations  of a Joint Network
Services  Agreement  with  New-York-based  IXNET  (website:   www.ixnet.com),  a
subsidiary of IPC Information  Systems,  Inc.  (NASDAQ:IPCX).  The two companies
will create a high-performance, private ATM (asynchronous transfer mode) network
to launch its eCommerce insurance system, Universal IP(TM). The Company has also
continued in its efforts to build the robust technical architecture required for
Universal IP (TM) with its strategic partner  Transaction  Information  Systems,
Inc.  (TIS)  (website  www.tisny.com)  of New York.  The Company refers to these
strategic relationships as the "Viking Systems Business Enterprise".  During the
quarter ended  September 30, 1998, the Company had incurred costs of $312,306 in
efforts to build the technical  robust  architecture  required for the Universal
IP(TM) system.  Additional  costs of similar or greater size are  anticipated in
this effort.

         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$867,036  and  reported  net losses of $895,192  for the nine month period ended
September 30, 1998.

Material Changes in Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $4,170 at September 30, 1998.  During
the third quarter of 1998, the Company raised $145,800 via short term loans from
unrelated  parties,  $1,352 via short term loans  from  related  parties  and an
additional $20,000 through the private sale of stock.

         Even after the  receipt of  $167,152  from these  sources,  the Company
lacks  adequate  financing to implement  its full plan of business or to sustain
its operations beyond the following twelve months.  Management  believes that to
support the first  stage of the  Company's  plan of  operations,  involving  the
supporting of the operations of its  subsidiaries;  Viking  Insurance  Services,
Inc.,  Viking  Financial  Services,  Inc.,  Viking  Administrator,   Inc.,  NIAI
Insurance Administrators,  Inc. and Viking Systems Inc., will require additional
capital over the next twelve months. The Company is currently evaluating various
options to raise additional  capital,  including possible placements of debt and
equity. There is no assurance,  however,  that the Company will be successful in
securing  additional  financing and,  therefore,  there is no assurance that the
Company can implement its full plan of operations.  If the Company is successful
in implementing  its plan of operations,  the Company will be required to lease,
acquire or construct  significant  additional  facilities and equipment and hire
substantial additional employees to carry out such operations.













                                       11



<PAGE>




                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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

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

         Pursuant to an agreement dated September 4, 1997, the Company  acquired
all of the outstanding stock of Triple A Annuity Marketing, Inc. in exchange for
common restricted shares. Due to certain contingent provisions in the agreement,
the  transaction  was  accounted  for  as  the  purchase  of  an  unconsolidated
subsidiary  under  the  equity  method  as it  was  unclear  if  control  of the
subsidiary would be permanent.  The investment was recorded at $34,800,  the net
book value of Triple A Annuity  Marketing,  Inc.  In the third  quarter of 1998,
Triple A exercised  its option under the  provisions of the agreement to rescind
the  purchase.  Management  believes  the  dollar  amount is  immaterial  to the
company's  financial  position  (see  footnote 2).  Relations  with Triple A are
favorable.





Item 6.  Exhibits and Reports

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









                                       12


<PAGE>


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


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


 2.1

21.1             List of Subsidiaries of the Registrant
27.1             Financial Data Schedule

















                                       13


<PAGE>


                                   SIGNATURES



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



                                        VIKING CAPITAL GROUP, INC.

Dated: November 13, 1998                By:  \s\  William J. Fossen
                                             ----------------------
                                                  William J. Fossen, President


Dated: November 13, 1998                 By: \s\  Matthew W. Fossen
                                             ----------------------
                                                  Matthew W. Fossen
                                                  Chief Financial Officer



















                                       14