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, 2004

                                       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 November 15, 2004,  approximately 61,520,584 shares of Common Stock (Class
A Common) of the issuer were  outstanding.  As of  November  15,  2004,  100,000
shares of Class B Common Stock of the issuer were outstanding.

<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES


                                    CONTENTS




                                                                            PAGE

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

     Consolidated Balance Sheets at September 30, 2004 (Unaudited) and
         December 31, 2003....................................................3

     Consolidated Statements of Operations (Unaudited) for the three
         months ended September 30, 2004 and 2003.............................5

     Consolidated Statements of Operations (Unaudited) for the nine
         months ended September 30, 2004 and 2003.............................6

     Consolidated Statements of Cash Flows (Unaudited) for the nine
         months ended September 30, 2004 and 2003.............................7

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

Item 2. Management's Discussion and Analysis or Plan of Operations............15

Item 3. Controls and Procedures...............................................18


PART II - OTHER INFORMATION

Item 2.  Changes in Securities................................................19

Item 5. Other Information.....................................................19

Item 6.  Exhibits.............................................................22

SIGNATURES....................................................................23

EXHIBITS......................................................................24

<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------
                                                                        (unaudited)
                                                                       September 30,     December 31,
                                                                            2004             2003
                                                                       -------------    -------------
                                                                               (in thousands)
<S>                                                                    <C>              <C>
CURRENT ASSETS
   Cash and cash equivalents                                           $          19    $           4
   Prepaid expenses                                                             --                 41
   Notes receivable and accrued interest, (including related party
     amounts of  $127 and $121 at September 30, 2004
      (unaudited) and December 31, 2003, respectively) net of
     allowance of $191 at September 30, 2004 (unaudited)
     and December 31, 2003                                                       127              121
                                                                       -------------    -------------

        Total current assets                                                     146              166

PROPERTY AND EQUIPMENT
   Computer equipment                                                            157              157
   Furniture and office equipment                                                 21               21
                                                                       -------------    -------------
                                                                                 178              178

   Accumulated depreciation and amortization                                    (175)            (174)
                                                                       -------------    -------------

             Net property and equipment                                            3                4

CAPITALIZED SOFTWARE                                                            --                 50

LONG TERM NOTE RECEIVABLE, net of allowance
   of $6,500 at September 30, 2004 (unaudited) and December 31, 2003            --               --

OTHER ASSETS                                                                       4                4
                                                                       -------------    -------------

TOTAL ASSETS                                                           $         153    $         224
                                                                       =============    =============

</TABLE>

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

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS - Continued


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                                        (unaudited)
                                                                                       September 30,     December 31,
                                                                                            2004              2003
                                                                                      --------------    --------------
                                                                                    (in thousands, except share amounts)
<S>                                                                                   <C>               <C>
CURRENT LIABILITIES
  Current  maturities of long-term debt and other current debts
     (including $307 and $219 due to related parties at
     September 30, 2004 (unaudited) and December 31, 2003, respectively)              $          728    $          810
  Accounts payable                                                                               141                75
  Accrued officers' salaryand payroll taxes                                                    1,589             1,588
  Other accrued expenses (including $76 and $39 due to related
     parties at September 30, 2004 (unaudited) and December 31, 2003, respectively)              101                75
                                                                                      --------------    --------------

             Total current liabilities                                                         2,559             2,548

LONG-TERM DEBT, related party, less current portion                                              700               500
                                                                                      --------------    --------------

             Total liabilities                                                                 3,259             3,048

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized:
     Series 2001 Callable Preferred Stock $1.00 par value; 5,000,000
        shares authorized, -0- shares issued and outstanding
        at September 30, 2004 (unaudited) and December 31, 2003                                 --                --
  Common stock Class A $0.001 par value; 150,000,000 shares authorized,
     61,520,584 and 58,762,251 shares issued and outstanding at
     September 30, 2004 (unaudited) and December 31, 2003, respectively                           62                59
  Common stock Class B $0.001 par value; 100,000 shares authorized,
     issued and outstanding                                                                     --                --
  Additional paid-in capital                                                                  33,992            33,880
  Accumulated deficit                                                                        (37,160)          (36,763)
                                                                                      --------------    --------------

             Total stockholders' deficit                                                      (3,106)           (2,824)
                                                                                      --------------    --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                           $          153    $          224
                                                                                      ==============    ==============

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

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                      Three Months Ended
                                                                                      ------------------
                                                                                 September 30,   September 30,
                                                                                     2004             2003
                                                                                 ------------    ------------
                                                                             (in thousands, except loss per share)
<S>                                                                              <C>             <C>
REVENUES                                                                         $       --      $       --

GENERAL AND ADMINISTRATIVE EXPENSES                                                       (71)           (111)
                                                                                 ------------    ------------
Loss from operations                                                                      (71)           (111)

OTHER INCOME (EXPENSE)
     Interest income (including $2 and $45 from related parties, respectively)              2              67
     Interest expense (including $25 and $10 to related parties, respectively)            (40)            (44)
     Other income (expense)                                                              --               (11)
                                                                                 ------------    ------------

         Total other income (expense), net                                                (38)             12
                                                                                 ------------    ------------

Loss before provision for income taxes                                                   (109)            (99)

         Income tax expense                                                              --              --
                                                                                 ------------    ------------

NET LOSS                                                                         $       (109)   $        (99)
                                                                                 ============    ============

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING - BASIC AND DILUTED                                                   61,104          57,558
                                                                                 ============    ============

</TABLE>




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

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                       Nine Months Ended
                                                                                       ------------------
                                                                                 September 30,   September 30
                                                                                      2004            2003
                                                                                 ------------    ------------
                                                                             (in thousands, except loss per share)
<S>                                                                              <C>             <C>
REVENUES
     Rental income                                                               $       --      $        286

COST OF REVENUE
     Selling expenses                                                                    --                (7)
                                                                                 ------------    ------------

GROSS PROFIT                                                                             --               279

GENERAL AND ADMINISTRATIVE EXPENSES                                                      (233)           (737)
IMPAIRMENT OF CAPITALIZED SOFTWARE                                                        (50)           --
                                                                                 ------------    ------------

Loss from operations                                                                     (283)           (458)

OTHER INCOME (EXPENSE)
     Interest income (including $6 and $45 from related parties, respectively)              6             217
     Interest expense (including $70 and $40 to related parties, respectively)           (119)           (356)
     Loss from equity accounted affiliates                                               --                (5)
     Other income                                                                        --                 8
                                                                                 ------------    ------------

         Total other income (expense), net                                               (113)           (152)
                                                                                 ------------    ------------

Loss before provision for income taxes                                                   (396)           (610)

         Income tax benefit                                                              --                34
                                                                                 ------------    ------------

NET LOSS                                                                         $       (396)   $       (576)
                                                                                 ============    ============

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

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
     OUTSTANDING - BASIC AND DILUTED                                                   60,194          56,458
                                                                                 ============    ============

</TABLE>


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

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                                Nine Months Ended
                                                                                                -----------------
                                                                                            Sept 30,        Sept 30,
                                                                                              2004            2003
                                                                                          ------------    ------------
                                                                                                 (in thousands)
<S>                                                                                       <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                             $       (396)   $       (576)
     Non-cash charges included in operations
         Bad debt expense                                                                         --                 2
         Depreciation and amortization                                                               1             176
         Amortization of debt discount                                                            --                20
         Other payables paid with promissory note                                                 --                 7
         Common stock issued for services                                                            2               6
         Accounts payable paid in common stock                                                    --                31
         Expenses paid with promissory note                                                       --                43
         Stock options issued for services                                                           2               3
         Loss from equity accounted  affiliates                                                   --                 5
         Impairment of capitalized software                                                         50            --
     Changes in assets and liabilities (net of effect of divestiture of Fei Yun Viking)
         Decrease in mortgage loans receivable                                                    --                84
         Increase in accrued interest receivable                                                    (6)           (218)
         (Increase) decrease in other assets, receivables and prepaid expenses                      41             (56)
         Increase (decrease) in accounts payable                                                    66            (174)
         Increase (decrease) in accrued officers' salary and
            payroll taxes                                                                            1             (17)
         Increase in other accrued expenses and payables                                          --               135
            including interest payable                                                              56            (122)
                                                                                          ------------    ------------

Net cash used in operating activities                                                             (183)           (651)

CASH FLOWS FROM INVESTING ACTIVITIES
     Net advances to related parties                                                              --               (44)
     Decrease in cash balances due to divestiture of Fei Yun  Viking                              --            (1,379)
                                                                                          ------------    ------------

Net cash used in investing activities                                                             --            (1,423)


                                  - Continued -


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

                                                                               7
<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited))
                                                                                                Nine Months Ended
                                                                                                -----------------
                                                                                          September 30,   September 30,
                                                                                              2004            2003
                                                                                          ------------    ------------
                                                                                                 (in thousands)

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from notes payable                                                          $         38    $        263
     Proceeds from notes payable and advances - related party                                      300             519
     Repayments of notes payable                                                                  (235)           (269)
     Repayments of notes payable - related party                                                   (13)             (0)
     Proceeds from sale of common stock                                                            108             171
                                                                                          ------------    ------------

Net cash provided by financing activities                                                          198             684
                                                                                          ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                15          (1,390)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                     4           1,423
                                                                                          ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $         19    $         33
                                                                                          ============    ============

SUPPLEMENTAL DISCLOSURES

     Cash flow information:

         Interest paid                                                                    $         34    $        180

     Non-cash financing activities:
         Common stock issued for:
             Repayment of notes payable and accrued interest                                         3              28
             Payment of services                                                                     2               6
             Payment of accounts payable                                                          --                31

         Common stock received for divestiture of Fei Yun Viking (7.0 million shares)             --              (236)
         Common stock received for divestiture of Wuxi Viking (1.4 million shares)                --               604

         Preferred stock received for divestiture of Fei Yun Viking (1.8 million shares)          --             1,800

         Long-term note receivable received in connection
              with divestiture of Fei Yun Viking                                                  --             6,500

         Notes payable issued for:
              Payment of expenses                                                                 --                43
              Payment of accrued interest                                                           31              18
              Stock options issued for services                                                      2               3

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

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - UNAUDITED INTERIM BASIS OF PRESENTATION

The consolidated  interim  financial  statements  include the accounts of Viking
Capital  Group,  Inc.,  its  consolidated  subsidiaries,  and  equity  accounted
investments, if any (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  accounting  principles  generally  accepted in the United States 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,
2003.

In the opinion of  management,  the  unaudited  interim  consolidated  financial
statements of the Company contain all adjustments, consisting only of those of a
normal  recurring  nature,  necessary to present fairly the Company's  financial
position  and the  results  of its  operations  and cash  flows for the  periods
presented. The preparation of financial statements in accordance with accounting
principles  generally accepted in the United States 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.

NOTE B - STOCK-BASED COMPENSATION

The Company accounts for stock-based  employee  compensation using the intrinsic
value-based  method  prescribed by Accounting  Principles  Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations. As such,
compensation  expense is recorded on the date of grant of a stock  option to the
extent the  current  market  price of the  underlying  stock  exceeds the option
exercise price. The Company did not record any  compensation  expense related to
stock options granted to employees during the three or nine-month  periods ended
September 30, 2004 and 2003. Had the Company  determined  compensation  based on
the fair  value at the  grant  date for its stock  options  under  Statement  of
Financial  Accounting  Standards  ("SFAS")  No.123,  "Accounting for Stock-Based
Compensation,"  as  amended  by  SFAS  No.  148,  "Accounting  For  Stock  Based
Compensation - Transition and  Disclosures - and Amendment of FASB Statement No.
123," net loss and loss per share  would  have  increased  as shown in the table
below.

                                                                     Three Months Ended           Nine Months Ended
                                                                    --------------------        --------------------
                                                                    Sept 30,    Sept 30,        Sept 30,    Sept 30,
                                                                      2004        2003            2004        2003
                                                                      ----        ----            ----        ----
                                                                       (in thousands)              (in thousands)
<S>                                                                 <C>         <C>             <C>         <C>

Net loss attributable to common stockholders, as reported           $  (109)    $   (99)        $  (396)    $  (576)
Add:  Stock  based  employee  compensation  expense  included in
reported net loss attributable to common stockholders                     -           -               -           -
Deduct:  Stock-based  employee  compensation  expense determined
under fair value based method                                          (202)        (14)           (230)        (55)
                                                                    --------    --------        --------    --------
Proforma net loss attributable to common stockholders               $  (311)    $  (113)        $  (626)    $  (631)
                                                                    ========    ========        ========    ========
Weighted average common shares, basic and diluted                     61,104      57,558          60,194      56,458
Net loss per common share as reported                               $ (0.00)    $ (0.00)        $ (0.00)    $ (0.01)
                                                                    ========    ========        ========    ========
Proforma net loss per common share, basic and diluted               $ (0.01)    $ (0.00)        $ (0.01)    $ (0.01)
                                                                    ========    ========        ========    ========
</TABLE>

NOTE C - OPERATIONS DISPOSED OF

Effective  January  31,  2003,  pursuant  to a Stock  and  Note  Receivable  For
Ownership  Agreement  dated January 31, 2003, the Company sold its 96% ownership
of Beijing Fei Yun Viking Enterprises Company,  Ltd. (Fei Yun Viking) to Beijing
Fei Yun Property Development Company, Ltd. (Fei Yun Property).  Among the assets
included in Fei Yun Viking is a 60% ownership of a  commercial/residential  real
estate  company  (Golden  Horse/Sunshine  Plaza),  40%  ownership  of a toll-way
construction  and operating  company,  100% of the operations  and  distribution
system of a


                                                                               9
<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


NOTE C - OPERATIONS DISPOSED OF (Continued)

chemical  exchange company,  and two notes receivable plus accrued interest.  In
exchange for the 96% ownership of Fei Yun Viking,  Viking  Capital  Group,  Inc.
received  1.8  million  shares of its  Series  2001  Callable  Preferred  Shares
(originally  issued and recorded at $18 million),  7,000,000  common  restricted
shares of Viking Capital Group, Inc. and a $6.5 million note receivable due from
Hebei Kangshun  Feiyun Organic Waste  Processing  Company,  Ltd.  (Organic Waste
Company).  The  note  is  collateralized  by,  and is  convertible  into,  a 40%
ownership  interest in Organic Waste Company.  During the year 2003, the Company
recorded a $6.5 million  allowance  for doubtful note  receivable  pertaining to
this note.  See Note J for more  information.  The  Company  also  received  7.5
million  common  shares of the Company that were held as treasury  shares at Fei
Yun Viking.

Effective March 28, 2003, the Company sold its 25% equity ownership  position in
Wuxi Viking Garment Co., Ltd. (Wuxi).  Viking Capital Group,  Inc.  received 1.4
million common  restricted  shares of Viking Capital Group, Inc. in exchange for
its 25% equity ownership position in Wuxi.

Unaudited  pro-forma  financial  information for the nine months ended September
30,  2003,  as though the  dispositions  of Beijing  Fei Yun Viking  Enterprises
Company,  Ltd. and Wuxi Viking Garments Company, Ltd. had occurred on January 1,
2003 is as follows (in thousands):

                                               Nine Months Ended
                                                 September 30,
                                                     2003

     Revenues                                    $           -
                                                 =============
     Net loss                                    $        (446)
                                                 =============

     Net loss per share:
       Basic and diluted                         $      (0.01)
                                                 ============

NOTE D - SHORT TERM PROMISSORY NOTES PAYABLE

During the quarter ended  September 30, 2004, the Company entered into new notes
or renewed  existing notes,  some of which are convertible to common  restricted
stock, totaling $254,610. The total consists of $3,000 of new notes, $242,758 of
renewed notes and $8,852 of accrued  interest  that was added to principal.  All
outstanding  short term promissory notes at September 30, 2004 mature within one
year or on demand,  bear  interest at rates  ranging from 10% to 12% (except for
$43,000 of notes that bear no  interest)  and are  secured by the assets and net
worth of the  Company.  Interest  payments  on these  notes  are due  quarterly,
semi-annually, annually or at the end of the term of the note.

During the quarter  ended  September  30, 2004,  promissory  note  principal and
accrued  interest  cash  repayments  were made  totaling  $220,861  and $23,231,
respectively. Of these amounts, $11,405 in principal and $5,608 in interest were
paid to related parties.

During the quarter  ended June 30, 2004,  the Company  entered into new notes or
renewed  existing  notes,  some of which are  convertible  to common  restricted
stock,  totaling $60,797. The total consists of $19,000 of new notes, $40,455 of
renewed notes and $1,342 of accrued  interest  that was added to principal.  All
outstanding  short term promissory notes at June 30, 2004 mature within one year
or on  demand,  bear  interest  at rates  ranging  from 10% to 12%  (except  for
$100,000 of notes that bear no  interest)  and are secured by the assets and net
worth of the  Company.  Interest  payments  on these  notes  are due  quarterly,
semi-annually, annually or at the end of the term of the note.

During the quarter ended June 30, 2004,  promissory  note  principal and accrued
interest cash repayments were made totaling $1,100 and $4,285, respectively.  Of
these  amounts,  $1,100 in principal  and $385 in interest  were paid to related
parties.  During  this same  quarter,  $2,700 of  principal  and $300 of accrued
interest were repaid with Class A common restricted stock.


                                                                              10
<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS



NOTE D - SHORT TERM PROMISSORY NOTES PAYABLE (Continued)

During the quarter ended March 31, 2004,  the Company  entered into new notes or
renewed  existing  notes,  some of which are  convertible  to common  restricted
stock,  totaling $421,095.  The total consists of $65,700 of new notes, $334,542
of renewed notes and $20,853 of accrued interest that was added to principal.

During the quarter ended March 31, 2004,  promissory  note principal and accrued
interest cash  repayments were made totaling  $26,000 and $6,402,  respectively.
None of these amounts were paid to related parties.

NOTE E - LONG-TERM PROMISSORY NOTE PAYABLE

During the quarter ended September 30, 2004, the Company entered into a $250,000
long-term  promissory  note  payable  with an existing  shareholder  and related
party.  Principal  payments of $50,000 are to be made upon each anniversary date
over a  five-year  period.  Interest  payments  at 10% per  annum are to be paid
semi-annually.  The note is  collateralized  by the  assets and net worth of the
Company. At September 30, 2004, $50,000 of the long-term debt is classified as a
current maturity of long-term debt in the accompanying financial statements.

During the quarter  ended June 30,  2003,  the Company  entered  into a $500,000
long-term  promissory  note  payable  with an existing  shareholder  and related
party.  The note  bears  interest  at 12% per annum and  matures  in ten  years.
Interest payments are to be made semi-annually except the first year's interest,
which is paid in advance.  Five equal principal payments of $100,000 each are to
be paid annually  beginning on the sixth  anniversary date of the note. The note
is collateralized by the assets and net worth of the Company.

NOTE F - RELATED PARTY TRANSACTIONS

During the  quarter  ended  September  30,  2004,  there were no new  short-term
promissory notes, other than renewed notes, with related parties and the Company
repaid  $11,405  of  principal  and  $5,608  in  interest  to  related  parties.
Short-term  promissory  notes payable with related parties at September 30, 2004
totaled  $256,500  plus  accrued  interest  of  $56,348.  All of these notes are
secured by the assets and net worth of the Company.

During the quarter ended September 30, 2004,  there were no new notes receivable
with related parties and no repayments were received.  As of September 30, 2004,
the balance of notes  receivable  from related parties was $103,821 plus accrued
interest of $22,742.

During the quarter ended  September 30, 2004, the Company  entered into a set of
transactions with a related party for a five-year $250,000 long-term  promissory
note and the sale of 1,250,000 Class A Common restricted shares for $50,000. The
stock sale included the grant of two sets of options to purchase  Class A Common
Restricted Stock totaling  10,000,000 shares.  Principal payments of $50,000 are
to be made upon each  anniversary  date of the long-term  promissory note over a
five-year  period.  Interest  accumulates  at the  rate  of 10% per  annum  with
interest  to be  paid  semi-annually.  The two  stock  options  are as  follows:
7,500,000 common restricted shares  exercisable at $0.04 per share after 60 days
and 2,500,000 common restricted shares  exercisable at $0.04 per share after six
months. Both options expire in five years. As of September 30, 2004, the balance
of  long-term   promissory  notes  payable  to  related  parties  was  $750,000,
(including  $50,000 that is classified as current  maturities of long-term debt)
plus accrued interest of $19,918.

During the quarter  ended June 30, 2004,  the Company did not enter into any new
short-term  promissory notes with related parties and repaid $1,100 of principal
and $385 in interest to a related  party.  Short-term  promissory  notes payable
with related parties at June 30, 2004 totaled  $267,905 plus accrued interest of
$53,948.  All of these  notes are  secured  by the  assets  and net worth of the
Company.

During the quarter ended June 30, 2004,  there were no new notes receivable with
related  parties and no  repayments  were  received.  As of June 30,  2004,  the
balance of notes  receivable  from  related  parties was  $103,821  plus accrued
interest of $20,790.

During the quarter ended June 30, 2004, the Company  granted stock options for a
total of 19,250,000  common  restricted  shares to officers and directors of the
Company.  The options are exercisable after twelve months,  expire in five years
and are exercisable at the rate of $0.06 per share.

                                                                              11
<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


NOTE F - RELATED PARTY TRANSACTIONS (Continued)

During the quarter ended March 31, 2004, the Company entered into $50,000 of new
short term promissory  notes with a related party.  The notes are due within one
year and bear  interest at 12% per year.  The Company  also renewed a short-term
promissory note with a related party totaling $50,000.

During the quarter  ended March 31,  2004,  a related  party  purchased  625,000
common restricted shares of the Company for $25,000 or $0.04 per share.

NOTE G - SHAREHOLDERS' EQUITY AND STOCK OPTIONS

During the quarter  ended  September  30,  2004,  the Company  issued a total of
1,250,000 common restricted shares for cash of $50,000 to a related party.

During the quarter ended  September 30, 2004, the Company granted stock purchase
options for a total of 10,100,000 common restricted shares of the Company,  with
10,000,000  of those granted to a related  party in  association  with the stock
sale  discussed  above.  Options  for  7,500,000  shares to a related  party are
exercisable  after 60 days at the rate of $0.04 per share and expire  after five
years. Options for 2,500,000 shares to a related party are exercisable after six
months at the rate of $0.04 per share and expire  after five years.  Options for
100,000 shares,  granted to a non-related  party,  are exercisable at $0.04 per,
are immediately exercisable, and expire in twelve months.

During the quarter  ended June 30, 2004,  the Company  issued a total of 333,333
common restricted shares as follows:  208,333 shares for cash of $10,000; 50,000
shares for services  valued at $2,000;  and 75,000 shares in repayment of $2,700
promissory note principal plus $300 interest.

During the quarter  ended June 30,  2004,  the Company  granted  stock  purchase
options for a total of  19,250,000  common  restricted  shares to  officers  and
directors  of the Company.  The options are  exercisable  after  twelve  months,
expire in five years and are exercisable at the rate of $0.06 per share.

During the quarter ended March 31, 2004, the Company issued  1,175,000 shares of
common  restricted  stock  for cash of  $47,500  including  625,000  shares to a
related party for cash of $25,000.

NOTE H - GOING CONCERN AND OTHER INFORMATION

The consolidated  financial statements have been prepared on the assumption that
the Company  will  continue  as a going  concern.  The  Company has  experienced
recurring  losses from operations and negative cash flows from operations  since
its  inception.  Additionally,  as  further  described  in Note C,  the  Company
disposed of its primary revenue  generating  assets effective during the quarter
ended March 31,  2003.  Lastly,  at  September  30, 2004 the  Company's  current
liabilities  significantly  exceeded its current liquid assets. These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

The  Company  continues  to  incur  expenses  relating  to  corporate  overhead,
considering acquisitions and other business opportunities.  As further described
in Note C, the Company  disposed of its foreign  operations  on January 31, 2003
and March 28, 2003. These disposals significantly reduced the corporate overhead
expenses of the  Company;  however,  the Company  has been and  continues  to be
dependent  upon outside  financing in the form of debt and equity to perform its
business  development  activities and cover current overhead expenses.  Although
the Company has been  successful at raising capital in the past, the Company may
not be able to continue to raise capital,  and if the Company is unable to raise
capital,  it may be  required  to sell  assets or may be unable to  continue  in
business.  Such actions  would have a material  adverse  effect on the Company's
business and operations.

The  Company  also  intends  to  obtain  additional  funds in order to  complete
acquisitions and to develop other businesses in the U.S and abroad. This capital
may come from additional debt or equity issuances.  The Company currently has no
material financing commitments.

The consolidated  financial statements do not include any adjustments to reflect
the  possible  effects on the  recoverability  and  classification  of assets or
classification  of liabilities that may result from the inability of the Company
to continue as a going concern.

                                                                              12
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


NOTE I - SEGMENTS

During the quarter ended March 31, 2003,  the Company sold all of its reportable
segments but did recognize revenue and expenses for such segments prior to their
sale. The Company's  operations were  classified into four principal  reportable
segments  for  the  first  quarter  of  2003;   real  estate,   chemical  sales,
construction,  and  garment  manufacturing.  All  businesses  were  located  and
operated in the People's  Republic of China.  The real estate  segment owned and
operated a commercial and residential property.  The chemical segment traded and
transported  chemical  products.  The  construction  segment was  constructing a
highway  in the  Jiangsu  Province  of  the  People's  Republic  of  China.  The
garment-manufacturing  segment manufactured  clothing  specifically  focusing on
export garments.

The following  table presents  information  about the four segments  through the
dates of disposition (in thousands):

                                         Chemical                      Garment
                           Real Estate     Sales     Construction   Manufacturing   Adjustment   Consolidated
                           -----------     -----     ------------   -------------   ----------   ------------
<S>                        <C>           <C>         <C>            <C>             <C>          <C>
 Revenues from
  external customers       $       286   $     -     $         -    $          -    $       -    $       286
 Interest income                     -         -               -               -           83             83
 Interest expense                 (240)        -               -               -          (28)          (268)
 Depreciation and
  amortization                    (176)        -               -               -            -           (176)
 Income (loss) from
  equity accounted
  investment                         -         -             (16)             11            -             (5)
 Income tax benefit                 34         -               -               -            -             34
 Net income (loss)                (128)       (1)            (16)             11         (171)          (305)

</TABLE>

The real estate, chemical sales, construction and garment manufacturing segments
represent  the  foreign  operations  in the  People's  Republic  of  China.  The
adjustments  represent the corporate  expenses to reconcile  segment  amounts to
consolidated balances for the quarter ended March 31, 2003.

NOTE J - LONG-TERM NOTE RECEIVABLE AND RELATED ALLOWANCE

As part of the disposition of Fei Yun on January 31, 2003, the Company  received
a $6.5  million  note  receivable  from  Hebei  Kangshun  Feiyun  Organic  Waste
Processing Company,  Ltd. ("Organic Waste Company").  This note receivable bears
interest at 4% to be received annually. One-half of the principal balance of the
note is due five years from the date of the note with the remaining  one-half of
the receivable due ten years from the date of the note. This note is effectively
collateralized  by a 40% ownership  interest in the Organic Waste  Company.  The
Company  did not  receive  the  first  annual  interest  payment  on this  note.
Accordingly,  bad debt expense of $237,000 was recorded during the quarter ended
December  31, 2003 to provide for the  potential  non-receipt  of this  interest
income recognized during 2003.  Additionally,  at December 31, 2003, the Company
recorded  an  allowance  for  doubtful  receivables  of  $6,500,000  due  to the
uncertainty of its ability to collect the amount due or to obtain its collateral
interest in the underlying operating company.  Since the Company did not collect
the interest  payment on the long-term  note  receivable as required by the note
agreement,  no further  interest income will be recognized  related to this note
receivable after December 31, 2003, unless received.

NOTE K - IMPAIRMENT OF CAPITALIZED SOFTWARE

During the quarter ended June 30, 2004,  the Company  determined  that it is not
likely in the foreseeable future to receive any cash flows from or in connection
with the capitalized software.  Accordingly,  the asset was written down to zero
and an impairment loss of $50,000 was recognized.


                                                                              13
<PAGE>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS



NOTE L - PREPAID EXPENSES

The  Company  prepaid  one year of  interest  totaling  $60,000 on the  $500,000
long-term  promissory note payable with a related party during the quarter ended
June 30, 2003. This balance was reduced by the accrued  interest  expense on the
note each quarter and  consequently  has been reduced to zero during the quarter
ended June 30, 2004.




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                                                                              14
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This  report  contains  certain  "forward-looking"  statements  as such  term is
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating  to  Viking  Capital  Group,  Inc.  (Viking  or 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",  "desire",  "intent" and "intend" and words or phrases of
similar  import,  as they relate to the Company or its  subsidiaries  or Company
management, are intended to identify forward-looking statements. Such statements
reflect the current  risks,  uncertainties  and  assumptions  related to certain
factors  including,  without  limitations,  both  inside and  outside  the U.S.,
changes or anticipated changes in regulatory environments,  competitive factors,
general economic  conditions,  capital market  conditions,  customer  relations,
relationships  with vendors,  Viking Capital Group,  Inc. and its  subsidiaries'
ability to recruit and retain skilled personnel,  the interest rate environment,
governmental  regulation and supervision,  international  relations  between the
U.S.    and   foreign    countries,    seasonality,    distribution    networks,
telecommunication networks, product introductions and acceptance,  technological
change,  changes  in  industry  practices,   timely  completion  and  successful
integration of acquisitions,  economic,  social and political  conditions in the
countries in which  Viking,  its customers or its  suppliers  operate  including
security risks,  possible  disruptions in the communication  and  transportation
networks and  fluctuations in foreign currency  exchange rates,  one-time events
and other factors described herein and in other filings made by the Company with
the Securities and Exchange Commission.  Based upon changing conditions,  should
any one or more of these  risks or  uncertainties  materialize,  or  should  any
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended.   The  Company  does  not  intend  to  update  these   forward-looking
statements.

Introduction

The following  discussions  should be read in conjunction  with the consolidated
financial  statements and related notes and other  information  included in this
report. The Company's report on Form 10-KSB for the year ended December 31, 2003
should also be read in conjunction with this current report.

The discussions below include both a Plan Of Operations section and a Discussion
Of  Operations  section.  This is due to the  fact  that  the  Company  sold its
operating  entities  in  China  during  the  first  quarter  of 2003  and is not
currently generating  revenues.  The Company's current activities are focused on
securing  funding for the acquisition of Texamerican  Food Marketing,  Inc. that
was previously announced,  selecting additional  acquisition targets in the food
and beverage  industry and securing funding for these  subsequent  acquisitions,
working capital and debt service.  The Plan Of Operations section is intended to
give insight into the current and future actions of the Company.  The Discussion
Of Operations  section is intended to convey  current and  historical  financial
information.

Plan Of Operations

The Company  previously  had all of its  operations in China (with  consolidated
assets of $112  million at  December  31,  2002) that were sold during the first
quarter of 2003. The Company is currently  seeking  acquisition  targets and fee
income clients in the United States.  While the Company may pursue opportunistic
acquisitions  in any industry,  the  Company's  current focus is on the food and
beverage  industry and fee income areas such as property  development.  Property
development is an area whereby the Company can in some cases,  purchase  various
properties  with the  Company's  stock and  Seller  financing.  The  market  for
financing  property  development in growing areas is much more readily available
than for the  acquisition  of companies with limited assets but strong cash flow
and profits.  Thus, the Company is also focusing on this income stream potential
which may also  allow the  Company  to  accomplish  the  financing  of its first
acquisitions into the Food and Beverage Industry. One of the reasons the Company
is focusing on the food and beverage industry is because of expertise  available
through  two  directors  who  each  have  over 30 years  experience  in the food
industry.  The Company's  interest in this market is also due to expected growth
opportunities  within new product niches to accommodate the "low-carb" trend and
expected  consistent  future  cash flows due to the  expectation  of  multi-year
production  contracts  already in place at  targets,  or  multi-year  production
contracts that are  anticipated to be negotiated  after the purchase of targets.
More  specifically,  the Company is selecting  targets primarily in the cookie &
cracker and breading & batter niches. Generally speaking, the Company intends to
stay in the "dry ingredient blending" market space, which may include pet food,


                                                                              15
<PAGE>

and is not intending to focus on fresh  produce,  meat, or dairy  products.  The
food  industry  is a mature  industry  and is highly  competitive.  The  Company
desires to become the dominant independent source of production capacity for its
product types in the United  States.  The Company  announced its intent to enter
into the food and  beverage  industry in its third  quarter  2003 report on Form
10-QSB and on  December 5, 2003 issued a press  release  disclosing  a letter of
intent to purchase  Texamerican Food Marketing,  Inc.  (Texamerican),  a company
owned and operated by Robin M. Sandifer and his wife. Mr. Sandifer is a director
of the Company.  Texamerican  creates and markets breading and batter solutions.
The acquisition is active and pending financing.

The Company continues to also explore,  but is not focusing upon,  opportunities
to bring potential fee based clients to Viking. Such clients and fees would most
likely be related to business  opportunities in China or with Chinese  companies
or related to life insurance company operations or acquisitions.

Funding for acquisitions is expected to come from  institutional  lenders and/or
institutional  equity  investors,  other assets the Company owns, and the assets
and/or  cash  flow of  targeted  companies.  Targets  will be  considered  based
primarily  upon their sales and profits with little  weight given to asset size.
Therefore,  no industry  will be excluded in the  Company's  efforts to increase
shareholder  wealth.  Capital  raised will be for  acquisitions,  fees and costs
associated with acquisitions, working capital and potential debt reduction.

Potential  increases to Viking  Capital  Group,  Inc.  U.S.  administrative  and
management level (Parent  Operations or Parent Company Level) cash needs include
hiring  additional  employees in the financial and  administrative  departments,
wage increases for existing employees,  hiring additional  executives associated
with  acquisitions,  potential  increases in  professional  fees associated with
normal recurring audits and reviews and costs associated with the acquisition of
targeted  companies  including,  but not  limited  to,  legal  and  audit  fees,
investment banker and advisor fees and other related  professional or consulting
fees.  Increasing debt levels and potential  requirements for interest  payments
and/or  principal  repayments may also increase cash needs at the Parent Company
Level. Based upon its historical results, management believes that it is getting
more  difficult,  but still  possible,  to continue to raise funds from  private
investors for its Parent  Operations  cash needs.  The Company  expects to raise
significantly  larger  amounts  of capital  for the  purposes  described  above,
including working capital. However, there can be no degree of assurance that the
Company can  continue to raise  capital  from  private  investors or that it can
raise  funds  from any other  sources  in large or small  amounts.  See also the
Liquidity and Capital Resources section below.

Discussion of Operations

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements  and related notes and the other  information  included in
this  report.  It  should  be noted  that the  Company's  assets  and all of its
revenues  relating to China were sold during the first quarter of 2003.  Fei Yun
Viking  and  Wuxi  Viking,  including  any  subsidiaries,  may  be  referred  to
collectively as the operations in China, Chinese Operations or China Operations.
Due to the sale of the  Chinese  Operations  in the first  quarter of 2003,  the
periods presented below may not be comparable.

FOR THE THREE MONTHS ENDED September 30, 2004 and 2003

Revenues

There were no revenues for the third quarter of 2004 and 2003.

General and Administrative Expenses

Consolidated general and administrative costs for the third quarter of 2004 were
$71  thousand  versus  $111  thousand  for the  comparable  period in 2003.  The
reduction in the current  period can be attributed  primarily to reduced  audit,
legal and consulting  fees.  These costs tend to rise and fall with increased or
decreased activity related to acquisitions and dispositions of assets.

Interest Expense

Consolidated  interest  expense for the third quarter of 2004 was  approximately
$40 thousand versus $44 thousand for the comparable  period in 2003. The figures
reflect the level of long-term and  short-term  promissory  notes payable during
the period.


                                                                              16
<PAGE>

Net Loss

Consolidated  net loss for the third quarter of 2004 was $109 thousand  versus a
net loss of $99  thousand for the  comparable  period in 2003.  This  difference
generally  reflects  increases in expenses while the Company  continued  without
substantial  revenue from operations or any other substantial  income from other
sources.

FOR THE NINE MONTHS ENDED September 30, 2004 and 2003

Revenues

For the nine months ended  September  30, 2004,  revenues were $ -0- compared to
$286 thousand in the comparable  period in 2003. The $286 thousand of revenue in
the prior  period was due  entirely  to rental  income at Golden  Horse/Sunshine
Plaza during the month of January  2003 before Fei Yun Viking was sold.  Fei Yun
Viking and its subsidiaries were sold effective January 31, 2003.

General and Administrative Expenses

Consolidated  general and  administrative  costs for the nine-month period ended
September 30, 2004 were approximately $233 thousand versus $737 thousand for the
comparable period in 2003. The reduction can be primarily attributed to the sale
of the China Operations during the first quarter of 2003.

Interest Expense

Consolidated interest expense for the nine-month period ended September 30, 2004
was  approximately  $119 thousand versus $356 thousand for the comparable period
in 2003.  The  decrease  is due to the  divestiture  of Fei Yun  Viking  and its
associated  debts  effective  January 31, 2003,  thus  relieving  the company of
accruing interest costs on the associated debts.

Net Loss

Consolidated  net loss for the  nine-month  period ended  September 30, 2004 was
approximately  $396  thousand  versus  a net  loss  of  $576  thousand  for  the
comparable  period  in 2003.  The  change  can be  primarily  attributed  to the
divestiture of Fei Yun Viking during the first quarter of 2003 and the resulting
reduction in expenses associated with its operations.

Liquidity and Capital Resources

Cash needs for  general  and  administrative  expenses  and debt  service at the
Parent  Company  Level have been  satisfied  in the past by the  issuance of new
promissory notes and the sale of common stock to private investors.  Renewals of
existing  notes,  although not a cash  source,  have also been a resource to the
Company.  The Parent Company Level will continue to rely upon raising additional
capital for its cash needs and believes that current methods of raising capital,
although  becoming more  difficult,  may be  sufficient  to satisfy  general and
administrative  and debt service needs as they arise,  barring any unexpected or
significant changes in such costs. There can be no degree of assurance, however,
that the Company  will  continue  to be able to raise large or small  amounts of
cash as needs arise.  Current liabilities far exceed current assets. The Company
does not have  sufficient cash on hand to operate for the next twelve months and
the  Company  will  need to raise  substantial  additional  capital  for  future
acquisitions.  Further,  the Company does not have any binding  agreements  upon
which the  Company  can rely to  supply  such cash at this  time.  However,  the
Company is seeking  debt  financing  and equity  financing  on a large scale for
future  acquisitions and growth  including,  but not limited to, funding for the
acquisition of Texamerican  Food  Marketing,  Inc. that was previously  publicly
announced. The Company expects that it may be able to augment institutional debt
or equity investments  through the use of its tax loss carryforward,  the use of
other assets it already  owns,  and/or the assets and cash flows from  companies
targeted for acquisition.

Consolidated liabilities at September 30, 2004 were $3,259,000 versus $3,048,000
at December 31, 2003.  The debts at September 30, 2004 are comprised as follows:
long-term  debt of  $700,000  in the  form two  promissory  notes,  one  being a
$500,000 10 year note to be repaid in five annual  installments of $100,000 each
beginning on its sixth  anniversary,  another being a $250,000 five year note to
be repaid  in five  annual  installments  commencing  on the  first  anniversary
($50,000 of this note is classified as a current  maturity of long-term  debt in
the  accompanying  financial  statements),  several notes payable due within one
year or on demand  totaling  $728,000;  $101,000  of accrued  interest  payable;



                                                                              17
<PAGE>

$141,000 of accounts payable;  and $1,587,000 of accrued officers'  salaries and
$2,000 of payroll  taxes.  It should be noted that the long-term and  short-term
promissory  notes  are due to  private  investors  and not  banks  or  financial
institutions.  The Company had $19,000 cash at September  30, 2004;  $127,000 of
notes receivable and accrued interest,  $3,000 of property and equipment,  and a
$6.5 million  note  receivable  due from a Chinese  entity that has been written
down to zero.  Interest  receivable  of  $260,000  was due on January  31,  2004
relating to the $6.5 million note but has not yet been  collected.  Accordingly,
the Company had written down the related $237,000 of accrued interest receivable
at December 31, 2003 to zero and has not accrued interest on this note from that
date forward.

The cash flow  information  provided  below is provided net of the effect of the
sale of the Chinese Operations during the first quarter of 2003.

Net cash used in operating  activities  for the nine months ended  September 30,
2004 was $183  thousand  compared  to $651  thousand  of cash used in  operating
activities during the comparable period in 2003. The reduction is due to reduced
costs  associated  with the China  Operations  that were sold  during  the first
quarter of 2003.

Net cash used in investing  activities  for the nine months ended  September 30,
2004 was $ -0- compared to $1,423  thousand used in investing  activities in the
comparable period in 2003. The prior year's use of funds is primarily due to the
divestiture  of $1,379  thousand in cash as part of the  divestiture  of Fei Yun
Viking.  The balance of $44 thousand in funds used is also due to  activities at
Fei Yun Viking prior to its sale.

Net cash provided by financing  activities  for the nine months ended  September
30, 2004 was approximately $198 thousand versus $684 thousand for the comparable
period in 2003.  Financing  activities are currently the sole source of cash for
the Company.  During 2004, all of the financing amounts relate to Parent Company
activities  including  proceeds of approximately  $108 thousand from the sale of
stock and $338  thousand  of new  promissory  notes  offset by $248  thousand of
promissory note repayments. During the same period a year ago, net cash provided
by financing  includes  $171  thousand  from the sale of stock and $782 thousand
from new promissory notes offset by $269 thousand of promissory note repayments.
Of these new promissory notes, in the current period $250,000 was long-term debt
(including $50,000 that is classified as a current maturity of long-term debt in
the accompanying financial statements) (5 years) and in the comparable period in
2003,  $500,000 was long-term debt (10 years). All other promissory note amounts
are short-term promissory notes.

International Currency Fluctuation

The Company is not exposed  directly to international  currency  fluctuations at
this time. The $6.5 million note  receivable due from a Chinese entity is a U.S.
dollar denominated note. Further, the exchange rate between the Chinese Yuan and
the U.S. Dollar currently is a fixed rate within a very narrow range.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements.

Item 3.  Controls and Procedures

An evaluation as of the end of the period covered by this report was carried out
under the supervision and with the participation of the Registrant's management,
including  its Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of  the  design  and  operation  of the  Registrant's  disclosure
controls and procedures  (as defined in Rule  13a-15(e) and 15d-15(e)  under the
Securities  Exchange  Act of  1934).  Based  upon  that  evaluation,  the  Chief
Executive  Officer and Chief Financial  Officer  concluded that those disclosure
controls and procedures were adequate to ensure that information  required to be
disclosed by the  Registrant  in the reports that it files or submits  under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified in the Commission's  rules and forms. It should be noted that
the design of any system of controls is based in part upon  certain  assumptions
about the  likelihood of future  events,  and there can be no assurance that any
design will succeed in achieving  its stated  goals under all  potential  future
conditions, regardless of how remote.



                                                                              18
<PAGE>

PART II - OTHER INFORMATION

Item 2. Unregistered Sales Of Equity Securities and Use of Proceeds

During the three month  period ended  September  30,  2004,  the Company  issued
common  restricted  shares  (Class A Common)  in private  transactions  under an
exemption  from  registration  under the Securities Act pursuant to Section 4(2)
and/or  Regulation D, Rule 506 or other applicable  exemptions.  Sales have been
made to accredited  investors  only.  In summary:  1,250,000  common  restricted
shares were issued for $50,000 in cash.

Item 5. Other Information

General
-------

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

Risk Factors
------------

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

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

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

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

     Of the Company's  61,520,584 Class A Common shares outstanding at September
     30, 2004,  22,644,572  shares are  currently  freely  trading  shares.  The
     remaining  38,876,012  common restricted shares are eligible for removal of
     some or all transfer  restrictions within one year.  Nevertheless,  trading
     activity  in Company  stock is thin,  making  the shares  subject to sudden
     drops in price if one or more  shareholders  choose to sell their shares at
     or about the same  time.  This could  cause the market  price of our common
     stock to drop significantly, even if our business is growing.

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

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

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

     Our  performance  would be severely  adversely  affected by the  departure,
     disability or death of one or more of our directors or executive  officers.
     In particular, our Chairman and Chief Executive Officer, William J. Fossen,
     has spent years developing relationships with powerful individuals in China
     and learning the culture in China.  These have been significant  factors in
     the Company's ability to learn about and do business in China. Further, his
     experience,  reputation,  contacts and  knowledge  regarding  the insurance
     industry within the U.S. cannot be overestimated in determining the success
     of any endeavors into the insurance marketplace.  Moreover, we benefit from
     and rely on the  substantial  experience of all our executives and advisors


                                                                              19
<PAGE>

     which has included Matthew W. Fossen, the Company's CFO and President,  and
     Robin M. Sandifer and Mary M. Pohlmeier,  both of whom are directors of the
     Company  and have,  among  other  valuable  knowledge,  skills and  traits,
     extensive experience and knowledge of the food industry.  However,  Matthew
     Fossen  resigned as an officer and director of the company during the third
     quarter of 2004.  Additionally,  we compete for qualified employees.  If we
     are  unable to  recruit  and  retain  qualified  employees  at  competitive
     salaries, our business will be adversely affected.

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

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

     6)   The Company has in the past and may in the future conduct  business in
          or with Chinese companies. Additional risks pertaining to operating in
          a foreign country must be considered.

              (Note:  In the  first  quarter  of  2003,  the  Company  sold  its
              interests in China. In one of the sales transactions,  the Company
              received a note  receivable  that is  collateralized  by an equity
              interest in a Chinese  company.  This note  receivable was written
              down to zero at December 31, 2003.)

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

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

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

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


                                                                              20
<PAGE>

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

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

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

         Our business licenses may not be renewed.

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

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

                  The  Company has a $6.5  million  note  receivable,  currently
              fully  reserved to a zero book value,  that is  collateralized  by
              and/or exchangeable into a 40% ownership of a Chinese company that
              makes plant fertilizer from organic waste (Organic Waste Company).
              This Organic Waste Company could be severely affected if a natural
              or manmade disaster damages the site,  structures,  raw materials,
              equipment  and finished  goods used or owned by the company.  Fire
              fighting and disaster  relief and assistance in China are not well
              developed by Western  standards.  Losses from the  interruption of
              this business and negative  publicity  resulting from a natural or
              manmade disaster would adversely affect this business and decrease
              the value of our collateral.






              (The remainder of this page is intentionally blank.)










                                                                              21
<PAGE>
<TABLE>
<CAPTION>

Item 6.  Exhibits

Exhibit
Number                     Description of Exhibit                                                         Note
------                     ----------------------                                                         ----
<S>                        <C>                                                                            <C>
  2.1    Contract for acquisition of 25% of Beijing Fei Yun Viking Enterprises Co., Ltd                   (iii)
  2.2    Contract for acquisition of additional 71% of Beijing Fei Yun Viking Enterprises Co. Ltd.        (iii)
  2.3    Contract for disposition of 96% of Beijing Fei Yun Viking Enterprises Co. Ltd.                   (v)
  3.1    Amended and Restated Articles of Incorporation of Viking Capital Group, Inc.                     (ii)
  3.2    Amendment to Amended and Restated Articles of Incorporation of Registrant                        (iv)
  3.3    Bylaws of Viking Capital Group, Inc. as amended                                                  (i)
  4.1    Specimen Common Stock Certificate                                                                (i)
  4.2    Specimen Preferred Stock Certificate                                                             (i)
 10.1    1996 Stock Option Plan of the Registrant Filed on Form 14A in 1996                               (ii)
 16.1    Notice and letter from auditor that King Griffin & Adamson P.C. resigned to allow its
         successor entity KBA Group LLP to be engaged as the Registrant's
         independent public accountants. Filed on Form 8-K March 7, 2003.                                 (viii)
 31.1    Section 302 Certification Of Chief Executive Officer
 31.2    Section 302 Certification Of Chief Financial Officer
 32.1    Section 906 Certification Of Chief Executive Officer and Chief Financial Officer
 99.1    Press Release Re: Sale of Fei YunViking Enterprises Company, Ltd. filed on Form 8-K on
         February 3, 2003 with an event date of January 31, 2003.                                         (vi)
 99.2    Press Release Re: Letter of Intent to purchase Texamerican Food Marketing, Inc.                  (vii)

</TABLE>

Note
----

(i)      Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's Form 10-SB(File No. 0-22744) effective December 27, 1993.
(ii)     Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's Form 14A (File No. 0-22744) for 1996.
(iii)    Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's  Forms  8-K filed on  12/17/01  and  1/11/02  and to their
         respective amendments filed on 2/12/02.
(iv)     Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's Form 10-KSB for the fiscal year ended December 31, 2001.
(v)      Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's  Form 8-K  filed on  February  18,  2003 with  event  date
         January 31, 2003 including amendments.
(vi)     Incorporated by reference  pursuant to Exchange Act Rule 12b-23 to such
         Form 8-K filing  filed on February 3, 2003 with event date  January 31,
         2003.
(vii)    Incorporated by reference  pursuant to Exchange Act Rule 12b-23 to such
         Form 8-K filing  filed on December 5, 2003 with event date  December 5,
         2003.
(viii)   Incorporated by reference  pursuant to Exchange Act Rule 12b-23 to such
         Form 8-K filing filed on March 7, 2003 with event date March 1, 2003.





                                                                              22
<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 15, 2004       By:  /s/ William J. Fossen
                                   -------------------------------
                                    William J. Fossen
                                    Chief Executive Officer


Dated: November 15, 2004       By:  /s/ William J. Fossen
                                   -------------------------------
                                    William J. Fossen
                                    Chief Financial Officer










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