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, 2001

                                       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,  2001,  approximately  36,142,063  shares of Common Stock of the
issuer were outstanding.  As of March 31, 2001, 100,000 shares of Class B Common
Stock of the issuer were outstanding.

<PAGE>

                           VIKING CAPITAL GROUP, INC.



                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

     Consolidated Balance Sheets - March 31, 2001 and December 31, 2000        3

     Consolidated Statements of Operations - For the three months ended
     March 31, 2001 and 2000, and for the period from inception
     (November 12, 1986) to March 31, 2001                                     5

     Consolidated Statements of Cash Flows - For the three months ended
     March 31, 2001 and 2000, and for the period from inception
     (November 12, 1986) to March 31, 2001                                     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 2. Changes in Securities                                               12

  Item 5. Other Information                                                   12

  Item 6. Exhibits                                                            12


SIGNATURES                                                                    14
EXHIBITS                                                                      15


                                      -2-

<PAGE>
<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------
                                                                   (Unaudited)
                                                                    March 31,     December 31,
                                                                        2001            2000
                                                                  ------------   ------------
<S>                                                               <C>            <C>
CURRENT ASSETS

  Cash & Equivalents                                              $        972   $     13,193
  Marketable securities                                                  8,977           --
  Notes receivable and accrued interest                                 74,586         81,164
                                                                  ------------   ------------
     Total current assets                                               84,535         94,357
                                                                  ------------   ------------

  Office furniture, equipment, software and capitalized software
  development costs, net                                               567,588        649,808

OTHER ASSETS                                                            59,998         85,027
                                                                  ------------   ------------

TOTAL ASSETS                                                      $    712,121   $    829,192
                                                                  ============   ============

</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,
                                                                        2001            2000
                                                                   ------------    ------------
<S>                                                                <C>             <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $    218,916    $    248,473
  Accrued payroll and payroll taxes                                   1,529,980       1,430,042
  Lease obligation, current portion                                      10,330          13,448
  Notes payable and accrued interest                                    411,821         287,015
                                                                   ------------    ------------
     Total current liabilities                                        2,171,047       1,978,978
                                                                   ------------    ------------

LONG-TERM DEBT                                                             --              --
                                                                   ------------    ------------
     Total liabilities                                                2,171,047       1,978,978
                                                                   ------------    ------------


STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     Series A Preferred Stock $1.00 par value; 2,500,000 shares
        authorized, no shares issued and outstanding                       --              --
     Series AA Preferred Stock $1.00 par value; 6,000,000 shares
        authorized, no shares issued and outstanding                       --              --
  Common stock $0.001 par value; 150,000,000 shares authorized;
     36,667,688 and 36,581,463 issued as of
     March 31, 2001 and December 31, 2000, respectively                  36,668          36,581
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                             100             100
  Paid-in capital                                                     9,639,820       9,514,125
  Deficit accumulated in the development stage                      (11,094,308)    (10,659,386)
                                                                   ------------    ------------
                                                                     (1,417,720)      1,108,580

  Less treasury stock - 525,625 shares at cost                          (41,206)        (41,206)
                                                                   ------------    ------------
     Total stockholders' deficit                                     (1,458,926)     (1,149,786)
                                                                   ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $    712,121    $    829,192
                                                                   ============    ============

</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, 2001 and 2000 and
           Period from November 12, 1986 (inception) to March 31, 2001



                                                   Three months ended           Period from
                                                        March 31,            November 12, 1986
                                                  2001            2000       to March 31, 2001
                                             ------------    ------------    -----------------
<S>                                          <C>             <C>             <C>
Revenue                                      $       --      $     12,393       $    474,376
Cost of Revenue                                      --            10,914             91,324
                                             ------------    ------------       ------------
Gross Profit                                         --             1,479            383,052
                                             ------------    ------------       ------------

Cost and expenses
   Depreciation and amortization                   82,250          15,360            386,618
General and administrative expenses               342,607         428,412         10,898,657
                                             ------------    ------------       ------------
       Total cost and expenses                    424,857         443,772         11,285,275
                                             ------------    ------------       ------------

   Loss from operations                          (424,857)       (442,293)       (10,902,223)

Other income(expenses)
   Interest income                                  2,023           9,691            108,038
   Interest and penalty expense                   (11,687)         (7,338)          (295,837)
   Other                                             (400)         (3,065)            26,937
                                             ------------    ------------       ------------
       Total other income(expense)                (10,064)           (712)          (160,862)
                                             ------------    ------------       ------------

Loss before income taxes                         (434,921)       (443,005)       (11,063,085)

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

Net loss                                     $   (434,921)   $   (443,005)      $(11,063,117)
                                             ============    ============       ============

Loss per common share attributable to
   common stockholders
     Basic and diluted                       $     (0.012)   $     (0.014)


Weighted average common shares outstanding
     Basic and diluted                         36,219,517      32,670,373

</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, 2001 and 2000 and
           Period from November 12, 1986 (inception) to March 31, 2001


                                                                         Three months ended           Period from
                                                                              March 31,            November 12, 1986
                                                                        2001            2000       to March 31, 2001
                                                                   ------------    ------------    -----------------
<S>                                                                <C>             <C>             <C>
Cash flows from operating activities
   Net loss                                                        $   (434,921)   $   (443,005)     $(11,063,117)
   Non-cash charges included in operations
     Allowance for doubtful accounts                                       --              --              72,562
     Depreciation and amortization                                       82,250          15,360           386,618
     Common stock issued for services and interest                       27,909         145,879         2,799,934
     Stock options issued for services                                   47,623            --             114,162
     Note payable issued for services                                      --              --               3,200
     Note payable issued for interest expense                              --              --               3,660
     Common stock issued for accrued expenses,
        expense reimb., fees, other                                        --              --             187,988
     Provision for doubtful notes receivable                               --              --              52,754
     Loss on assets                                                        --              --              15,000
     Advances to stockholder expensed to consulting                        --              --              57,706
   Changes in assets and liabilities
     (Increase) decrease in accounts receivable                            --             5,174               205
     (Increase) decrease in interest receivable                          (2,023)         (3,711)           (4,168)
     (Increase) in deposits                                                --              --             (31,767)
     (Increase) decrease in other assets, receivables                    55,000          (6,636)            2,325
     Increase in accounts payable and accrued expenses                  (28,243)       (117,099)          362,770
     Increase in interest payable                                         8,030            --               8,030
     Increase in accrued payroll and payroll taxes                       99,771         131,161         1,421,280
                                                                   ------------    ------------      ------------
           Net cash used for operating activities                      (144,604)       (272,877)       (5,610,858)

Cash flows from investing activities
   Capital expenditures including software development                     --              --            (837,940)
   Loans made                                                           (21,400)           --            (416,227)
   Loan repayments                                                         --              --             114,500
   Other                                                                   --              --             (15,050)
                                                                   ------------    ------------      ------------
       Net cash used for investing activities                           (21,400)           --          (1,154,717)

Cash flows from financing activities
   Stock sale expenses                                                     --              --             (11,716)
   Proceeds from sale of common stock                                    45,000         363,250         4,858,089
   Proceeds from notes payable                                          123,501          40,000         2,771,554
   Principal repayments of notes payable                                (11,600)        (84,800)         (756,919)
   Principal payments on capital lease obligations                       (3,118)           --             (97,308)
   Proceeds from preferred stock sale                                      --              --              20,000
   Repurchase of preferred stock                                           --              --             (11,319)
   Preferred dividends paid                                                --              --              (5,834)
                                                                   ------------    ------------      ------------
       Net cash provided by financing activities                        153,783         318,450         6,766,547

Increase (decrease) in cash                                             (12,221)         45,573               972

</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, 2001 and 2000
         and Period from November 12, 1986 (inception) to March 31, 2001


                                                          Three months ended        Period from
                                                              March 31,          November 12, 1986
                                                          2001         2000      to March 31, 2001
                                                       ----------   ----------   -----------------
<S>                                                    <C>          <C>          <C>
Cash at beginning of period                                13,193        8,434             --
                                                       ----------   ----------       ----------
Cash at end of period                                  $      972   $   54,007       $      972
                                                       ==========   ==========       ==========

Cash flow information:
   Interest paid                                       $      760   $    7,338       $  122,079
   Income taxes paid                                   $     --     $     --         $       32

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

   Marketable securities acquired for note payable     $    8,977   $     --         $    8,977

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

Common stock issued for:
   Repayment of notes payable                          $    5,000   $     --          1,444,234
   Payment of interest                                 $      159   $     --            148,329
   Payment of accounts payable and exp reimbursement   $     --     $     --             15,000
   Conversion of preferred stock                       $     --     $     --            100,000
   Payment of preferred stock dividend                 $     --     $     --             25,556
   Notes Receivable                                    $     --     $   19,000          832,032

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                                     $   60,000   $     --         $   65,600

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,
2000.

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.       MARKETABLE SECURITIES

Marketable  securities  consist of an  investment  in an equity  security and is
classified as available for sale.  Unrealized  gains and losses will be adjusted
directly stockholder deficits.  There were no unrealized gains or losses through
March 31, 2001.

3.       SOFTWARE DEVELOPMENT COSTS

Software development costs have been capitalized in accordance with Statement of
Financial  Accounting  Standards No. 86,  "Accounting  for the Costs of Computer
Software to be Sold,  Leased or Otherwise  Marketed" ("SFAS 86"). Under SFAS 86,
capitalization  of software  development  costs begins upon the establishment of
technological  feasibility  and ends when a product  is  available  for  general
release to  customers.  During the first  quarter of 2001 and for the year ended
December 31, 2000 the Company  amortized $63,644 and $143,448 of software costs,
respectively, using an estimated useful life of three years.

Management periodically evaluates the recoverability, valuation and amortization
of capitalized  software cost. As part of this review,  management considers the
undiscounted  projected  future net  earnings.  If the  undiscounted  future net
earnings are less than the stated value,  software costs will be written down to
fair value.


4.       RELATED PARTY TRANSACTIONS

During the current quarter, the Company entered into $16,000 of promissory notes
payables  with  related  parties.  At March 31,  2001,  there  were  $55,000  in
promissory notes payable with related parties.  During the current quarter,  the
Company  entered  into  $21,400 of  promissory  notes  receivable  with  related
parties.  At March 31, 2001, there were $40,479 of promissory notes with related
parties.


5.       OPTIONS ISSUED

During  the  current   quarter,   the  Company  granted  166,667  share  options
exercisable at $0.50 per share in connection  with the purchase of common shares
for cash and 33,991  share  options  exercisable  at $0.25 per share  which were
issued in connection with the conversion of debt to common shares.  All of these
options are exercisable within one year and expire within one year.


                                      -8-

<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)



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, 2001

Subsequent  to March 31, 2001,  approximately  333,334  share options for common
restricted  stock were  granted.  These options are  exercisable  at the rate of
$0.30 per share and are  exercisable and expire within one year. Also subsequent
to March 31, 2001, the Company issued 400,000 common  restricted shares for cash
at $0.15 per share  100,000  common  restricted  shares and 100,000 free trading
common  shares under the employee  benefit plan in payment of services  rendered
valued at $20,000.





                                      -9-

<PAGE>

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

This  Quarterly  Report  on  Form  10-QSB  contains  certain   "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and information  relating to the Company and its  subsidiaries  that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this  report,  the  words  "anticipate,"  "believe,"  "estimate,"  "expect"  and
"intend" and words or phrases of similar  import,  as they relate to the Company
or  its   subsidiaries   or  Company   management,   are  intended  to  identify
forward-looking   statements.   Such  statements   reflect  the  current  risks,
uncertainties  and  assumptions  related to certain factors  including,  without
limitations,   changes  or  anticipated  changes  in  regulatory   environments,
competitive   factors,   general  economic   conditions,   customer   relations,
relationships  with  vendors,   the  interest  rate  environment,   governmental
regulation  and  supervision,   seasonality,   distribution  networks,   product
introductions  and  acceptance,   technological  change,   changes  in  industry
practices,  one-time  events  and other  factors  described  herein and in other
filings made by the company with the Securities and Exchange  Commission.  Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize,  or should  any  underlying  assumptions  prove  incorrect,  actual
results  may  vary  materially  from  those  described  herein  as  anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

The Company has been engaged in preparing the necessary  business  alliances and
relationships  to fulfill  its full plan of  operations  including  both  growth
through  building of technology  based revenue streams  through  non-acquisition
methods and growth through  acquisitions of insurance  companies.  The company's
plan for  non-acquisition  revenue  growth has focused on its business  model of
being an application service provider (ASP),  formerly referred to as a "service
bureau  environment",  in fee and transaction fee generating areas.  These areas
consist of internet based banking (IP Banker),  securities  trading (IP Trader),
human   resource/benefit   plan   information   (Benefits  IP),  life  insurance
information  relevant  to  policyholders  and agents  (Universal  IP) and direct
marketing  organizations  (IP Marketer).  To this end, the Company has developed
software  capabilities  encompassing  various aspects of each of these functions
and will focus on pursuing bank clients  first.  The Company has also  developed
strategic  partners  to  handle  secure   communications  and  bandwidth  needs,
implementation requirements, and ongoing maintenance, upgrade and training needs
and handle  aspects not  performed  by the  Company's  software.  The  Company's
marketing  niche is small to medium  sized  banks,  credit  unions,  S&L's  etc.
focusing on their desire to retain their  current  customer base and enhance fee
income in the face of sweeping  regulatory  changes and increased services based
competition  primarily  from larger  institutions.  Each service  provided by or
proposed to be  provided by the Company to a bank is added to the basic  on-line
banking service and marketed  through/with  our bank client.  Our business model
generates  additional fee income for our clients by sharing fee income generated
through the bank depositors' use of different  services.  The business model has
been well  received in the  marketplace  and the Company  intends to continue to
pursue these customers.

The company has, however,  encountered difficulty in two areas both centering on
cash. The first area is that insurance  company targets have almost  exclusively
desired a cash  purchase  and the  Company has not been able to move fast enough
before a  competitor  buys our target.  The second area is that without a larger
cash  balance,  bank  customers  are not eager to sign  contracts for reasons of
stability. While a lack of cash has hindered the company's progress,  management
does not believe that it will ultimately prevent the Company from moving forward
as described below.  Management is actively  considering options for the Company
including  acquisitions of revenue  producing  technology  companies that fit or
complement  our  business  model.   Other  companies,   companies  that  do  not
necessarily  fit our business  model,  may be considered if management  believes
that its assets or contracts  would  enhance the  Company's  ability to generate
revenues  and raise  additional  capital  for  further  growth.  Management  has
expanded the scope of its search to include  companies outside the United States
and  considers  this a significant  addition to its  strategy.  During the first
quarter 2001, the Company solidified its foreign based  opportunities by signing
an agreement with a Chinese privatization authority. The agreement calls for the
Company to act as intermediary  for individuals or companies in the Americas who
wish to buy  privatized  Chinese assets and the Company will generate fees based
upon such transactions.  This agreement was announced in February 2001. While no
fees have been  generated to date from such  arrangement,  the Company does have
several acquisition  targets that it is actively reviewing in China.  Management
believes,   based  upon  discussions  with  potential  targets,   that  a  stock
acquisition of another  company that is currently  producing  revenue and/or has
significant  assets is viable.  This  method of growth is  acceptable  to Viking
management. The Company is actively reviewing acquisition candidates as the most
expedient way to move the Company  forward.  The Company is also considering the
spin-off of one or more of its  subsidiaries  and joint  ventures  as  potential
tactical methods for growth of shareholder value and the company as a whole. The
Company is and intends to continue to pursue its business plan in other areas.

                                      -10-

<PAGE>

On the insurance  acquisition front, the Company continues to be solicited,  and
continues to entertain such solicitations, by various state and local government
entities to place future acquired insurance company administrative operations in
their state or local area. To facilitate these  communications and negotiations,
the Company  retained US  Consults in December  2000.  US Consults is a New York
based consulting firm  specializing in government  incentive  negotiations.  The
Company is  seeking  economic  incentive  packages  in excess of $58  million in
incentives  and  grants  from  such  entities.   It  is  anticipated  that  this
administrative business will employ between 1,200 and 1,450 people for purchased
insurance company  operations and 1,200 to 1,400 people for the ASP business and
insurance  administration  business for third parties. The Company has also been
solicited  by various  money  managers  to manage our future  insurance  company
portfolios.  The Company has currently  required that soliciting  money managers
must also be willing to take an equity position in the Company. Such discussions
are  ongoing.  If  the  Company  is  successful  in  implementing  its  plan  of
operations,  the  Company  will be  required  to lease,  acquire,  or  construct
significant  additional facilities and equipment and hire substantial additional
employees to carry out such operations.

For the  quarters  ended March 31, 2001 and 200,  net losses were  $434,921  and
$443,005  respectively.  While  the  reported  loss  is very  close  for the two
quarters,  the  cash  components  for  the  two  quarters  are  very  different.
Depreciation  and  amortization  charges  increased  $66,890 from $15,360 in the
first quarter 2000 to $82,250 in the first quarter 2001. At March 31, 2001,  the
Company had cash and cash equivalents on hand of $972, current assets of $84,535
including  cash,  total assets of $712,121  and  liabilities  totaling  $727,748
excluding  accrued  officer's  salary of  $1,443,299.  The Company  also retired
400,000  common shares in repayment of a note  receivable.  After March 31, 2001
the Company  received  additional cash in the amount of $60,000 via private sale
of restricted common stock and $10,000 via promissory notes, all expiring within
one year.  The Company also paid for $20,000 in services with common stock.  The
Company  anticipates that the funds on hand will not sustain current  operations
beyond the first six  months  and are not  sufficient  to  implement  any of the
Company's full plan of operations.  Accordingly,  in order to sustain operations
past such period and to implement the  Company's  full plan of  operations,  the
Company must secure additional funds.



                                      -11-

<PAGE>

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities

During the quarter  ended March 31,  2001,  the Company  sold common  restricted
shares (Class A Common) in private  placements under exemption from registration
under the Securities Act pursuant to Section 4(2) and/or Regulation D, Rule 506.
Sales have been made to accredited  investors  only. In summary;  168,500 common
shares were issued for services  valued at $27,750,  34,391  common  shares were
issued for payment of  promissory  notes and interest due valued at $5,159,  and
283,334 common shares were issued for cash value of $45,000.


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.

         Effective March 1, 2001, the board of directors named Matthew W. Fossen
         as  President.  William J. Fossen,  who formerly  held the title,  will
         remain as  Chairman  and CEO.  Matthew W.  Fossen  will also retain his
         duties as secretary,  treasurer and CFO. The announcement was made in a
         press release dated March 5, 2001.





Item 6.  Exhibits and Reports

                  Exhibit 21.1      List of subsidiaries of the Registrant



                                      -12-

<PAGE>


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


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


2.1

21.1                       List of Subsidiaries of the Registrant







                                      -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: May 15,  2001                              By:  /s/ William J. Fossen
                                                  ------------------------------
                                                  William J. Fossen, CEO


Dated: May 15, 2001                               By: /s/ Matthew W. Fossen
                                                  ------------------------------
                                                  Matthew W. Fossen
                                                  Chief Financial Officer
                                                  President






                                      -14-