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, 1998

                                       OR

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

                     For the transition period from __ to __

                           Commission File No. 0-22744


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


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

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

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


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

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

As of March 31,  1998,  approximately  23,091,737  shares of Common Stock of the
issuer were outstanding.  As of March 31, 1998, 100,000 shares of Class B Common
Stock of the issuer were outstanding.





<PAGE>


<TABLE>
<CAPTION>
                           VIKING CAPITAL GROUP, INC.



                                      INDEX


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


PART I - FINANCIAL INFORMATION

      Item 1. Financial Statements

         Consolidated Balance Sheets - March 31, 1997 and December 31, 1997             3

         Consolidated  Statements  of  Operations  - For the three  months ended
         March 31, 1998 and 1997, and for the period from inception
         (November 12, 1986) to March 31, 1998                                          5

         Consolidated  Statements  of Cash  Flows - For the three  months  ended
         March 31, 1998 and 1997, and for the period from inception
         (November 12, 1986) to March 31, 1998                                          6

         Notes to Consolidated Condensed Financial Statements                           8


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


PART II - OTHER INFORMATION

      Item 5. Other Information                                                        11
      Item 6.  Exhibits                                                                12


SIGNATURES                                                                             13
EXHIBITS                                                                               14

</TABLE>

                                        -2-


<PAGE>

<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS
                                     ------
                                                                  March 31,  December 31,
                                                                    1998        1997
                                                               -----------   -----------
<S>                                                                             <C>     

CURRENT ASSETS

  Cash                                                           $  2,328     $123,454
  Accounts receivable                                               8,298       65,372
  Notes and other accounts receivable and accrued interest        119,109      104,338
  Prepaid expense                                                    --           --
                                                                 --------     --------
     Total current assets                                         129,735      293,164
                                                                 --------     --------

Office furniture, equipment, software and capitalized software
development costs, net                                            188,862       93,727

INVESTMENT IN SUBSIDIARY                                           34,800       34,800

OTHER ASSETS                                                       86,377       86,377
                                                                 --------     --------

TOTAL ASSETS                                                     $439,774     $508,068
                                                                 ========     ========

</TABLE>





                                       -3-

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


<PAGE>

<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



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

                                                                                     March 31,    December 31,
                                                                                       1998          1997
                                                                                   -----------    ------------
<S>                                                                                <C>            <C>   

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                            $   127,789    $   133,060
  Accrued payroll and payroll taxes                                                    401,878        416,367
  Lease obligation, current portion                                                     28,368         27,324
  Note payable and accrued interest                                                     80,561        254,135
                                                                                   -----------    -----------
     Total current liabilities                                                         638,596        830,886
                                                                                   -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                                50,604         58,134
                                                                                   -----------    -----------
     Total liabilities                                                                 689,200        889,020
                                                                                   -----------    -----------
                                                                                                      

STOCKHOLDERS' DEFICIT
  Common stock $0.001 par value;  150,000,000 shares authorized; 
     23,091,737 and 21,555,161 issued and outstanding as of March
     31, 1998 and December 31, 1997, respectively                                       23,092         21,555
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                                            100            100
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     no shares issued and outstanding                                                     --             --
Paid-in capital                                                                      6,008,625      5,447,351
  Deficits accumulated in the development stage                                     (5,898,781)    (5,541,630)
                                                                                   -----------    -----------
                                                                                       133,036        (72,624)
                                                                                   -----------    -----------

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

     Total stockholders' deficit                                                      (256,426)      (380,952)
                                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                        $   439,774    $   508,068
                                                                                   ===========    ===========


</TABLE>












                                       -4-

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


<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 Three months ended March 31, 1998 and 1997 and
           Period from November 12, 1986 (inception) to March 31, 1998
                                    



                                               Three months ended            Period from
                                                   March 31,               November 12, 1986
                                                1998            1997       to March 31, 1998
                                             -----------    ------------   -----------------
<S>                                                                          <C>      

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

Cost and expenses
   Depreciation and amortization                   9,459           7,130            51,577
   General and administrative expenses           345,889         284,827         5,998,926
                                            ------------    ------------      ------------
       Total cost and expenses                   355,348         291,957         6,050,503
                                            ------------    ------------      ------------

   Loss from operations                         (355,348)       (291,957)       (5,677,240)

Other income(expenses)
   Interest income                                 9,771           2,600            37,797
   Interest and penalty expense                  (11,574)        (17,380)         (190,855)
   Other                                            --              --             (37,260)
                                            ------------    ------------      ------------
       Total other income(expense)                (1,803)        (14,780)         (190,318)
                                            ------------    ------------      ------------

Loss before income taxes                        (357,151)       (306,737)       (5,867,558)

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

Net loss                                    $   (357,151)   $   (306,737)     $ (5,867,590)
                                            ============    ============      ============

Loss per common share attributable to
   common stockholders
     Basic                                  $      (.016)   $      (.022)


Weighted average common share outstanding     22,527,650      14,016,052
     Basic

</TABLE>










                                       -5-

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


<PAGE>

<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                 Three months ended March 31, 1998 and 1997 and
           Period from November 12, 1986 (inception) to March 31, 1998


                                                          Three months ended       Period from
                                                             March 31,           November 12, 1986
                                                         1998             1997   to March 31, 1998
                                                       --------        --------- -----------------
<S>                                                                                 <C>  

Cash flows from operating activities
   Net loss                                           $  (357,151)   $  (306,737)   $(5,867,591)
   Non-cash charges included in operations
     Depreciation and amortization                          7,653          7,130         51,577
     Common stock issued for services and interest        101,448          1,207      1,758,723
     Common B stock issued for services                      --              100
     Note payable issued for services                        --             --            6,860
     Common stock issued for services and
       accrued expenses                                      --             --           30,434
     Provision for doubtful notes receivable                 --             --           52,754
     Common stock issued for interest payable                --             --                0
     Loss on assets                                          --             --           15,000
   Changes in assets and liabilities
     Accounts receivable                                   57,704         99,703         (8,298)
     Prepaid expenses                                        --
     Accrued interest receivable                           (9,771)        (3,100)       (29,047)
     (Increase) in deposits                                  --             --          (31,767)
     (Increase) in other assets                             1,044            193        (52,981)
     Accounts payable and accrued expenses                (28,259)       (13,728)       142,885
     Accrued payroll and payroll taxes                     (3,275)          --          411,302
     Advances to stockholder expensed to consulting          --             --           57,706
                                                      -----------    -----------    -----------
       Net cash used for operating activities            (231,237)      (215,332)    (3,462,343)

Cash flows from investing activities
   Capital expenditures                                  (102,788)          --         (124,202)
   Loans made                                              (5,000)          --         (229,708)
   Loan repayments                                           --             --           15,500
   Other                                                     --             --          (15,050)
                                                      -----------    -----------    -----------
       Net cash used for investing activities            (107,788)          --         (353,460)

Cash flows from financing activities
   Stock sale expenses                                       --             --          (11,716)
   Proceeds from sale of common stock                     179,729          7,500      2,425,149
   Proceeds from notes payable                             53,500        318,400      1,989,386
   Principal repayments of notes payable                   (7,800)      (114,500)      (557,832)
   Principal payments on capital lease obligations         (7,530)          --          (29,703)
   Proceeds from preferred stock sale                        --             --           20,000
   Repurchase of preferred stock                             --             --          (11,319)
   Preferred dividends paid                                  --             --           (5,834)
                                                      -----------    -----------    -----------
       Net cash provided by financing activities          217,899        211,400      3,818,131

Increase (decrease) in cash                              (121,126)        (3,932)         2,328

</TABLE>


                                  - continued -

                                       -6-

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


<PAGE>

<TABLE>
<CAPTION>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                   Three months ended March 31, 1998 and 1997
         and Period from November 12, 1986 (inception) to March 31, 1998


                                                          Three months ended      Period from
                                                                March 31,       November 12, 1986
                                                          1998         1997     to March 31, 1998
                                                       ----------   ----------  -----------------
<S>                                                                                <C>    

Cash at beginning of period                               123,454        9,920           --
                                                       ----------   ----------     ----------
Cash at end of period                                  $    2,328   $    5,988     $    2,328
                                                       ==========   ==========     ==========

Cash flow information:
   Interest paid                                       $     --     $    4,841     $   55,309
   Income taxes paid                                   $     --     $     --       $       32

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

Non-cash financing activities:
   Preferred stock issued for:
     Note payable-related party                        $     --     $     --       $   60,000
     Accrued interest-related party                    $     --     $     --       $   12,417
     Accrued expenses-related party                    $     --     $     --       $   26,073

Common stock issued for:
   Services and fees                                   $   81,184   $              $1,486,330
   Repayment of notes payable                             207,500       10,000      1,169,617
   Payment of interest                                     20,264        1,207        122,126
   Payment of accounts payable and exp reimbursement         --           --           27,055
   Conversion of preferred stock                             --           --          100,000
   Payment of preferred stock dividend                       --           --           25,556
   Notes Receivable                                        74,134         --          376,056

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

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

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

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



</TABLE>


                                       -7-

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

<PAGE>


                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.    BASIS OF PRESENTATION

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

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

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



2.    UNCONSOLIDATED SUBSIDIARY

Pursuant to a  reorganization  agreement  dated  September 4, 1997,  the Company
acquired all of the outstanding stock of Triple A Annuity  Marketing,  Inc.. Due
to  provisions  in  the  agreement,  the  subsidiary  is  accounted  for  as  an
unconsolidated  subsidiary under the equity method.  Revenues and net income for
the period  ended  March 31,  1998 for  Triple A Annuity  Marketing,  Inc.  were
approximately $30,428 and zero respectively.



3.    SOFTWARE DEVELOPMENT COSTS

During  January of 1998,  the Company  formed a  strategic  joint  venture  with
Transaction  Information  Systems,  Inc.  (TIS) for the  building of a technical
robust  architecture  capable of supporting  the Company's  long term  strategic
initiatives  of creating an  interactive  enterprise  insurance  and  retirement
services  website.  During the period  ended  March 31,  1998,  the  company had
incurred  $100,000 of costs  associated with such  initiatives.  The Company has
capitalized such costs as software development costs.  Amortization of the asset
will  begin  when  placed in to service  which is  expected  to be in the fourth
quarter of 1998.

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


       




                                -8-


<PAGE>



                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)






5.    OPTIONS ISSUED

During the current quarter,  the Company granted 834,348 options  exercisable at
rates from $0.35 to $1.00 per share.  The weighted average exercise price of the
options granted was $0.52. All of these options are exercisable  within one year
and expire within one year.


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, 1998

Subsequent to March 31, 1998,  approximately 138,750 shares of common stock were
issued for  services,  20,000  shares  were issued for cash,  and  approximately
62,500 shares of common stock were issued for computer equipment.






                                       -9-






<PAGE>



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


Material Changes in Results of Operations

         During  the three  month  period  ended  March 31,  1998,  the  Company
continued in its efforts to secure  capital and  implement  its proposed plan of
business.  In the  course  of its  efforts  to  fulfill  its  strategic  plan of
operation  it  concluded  the  negotiations  of a Strategic  Joint  Venture with
Transaction  Information Systems,  Inc. (TIS). The agreement was signed in early
1998 with TIS for the  building of a technical  robust  architecture  capable of
supporting  the  Company's  long  term  strategic  initiatives  of  creating  an
interactive  enterprise  insurance and  retirement  services  website.  To date,
expenditures on such efforts with TIS are $100,000.

         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$357,348  and  reported  net losses of $359,151 for the three month period ended
March 31, 1998.

Material Changes in Financial Condition, Liquidity and Capital Resources

         The Company had a cash balance of $2,328 at March 31, 1998.  During the
first  quarter of 1998,  the  Company  raised  $53,500 via short term loans from
unrelated  parties and an additional  $179,729 through private sale of stock and
exercise of options.

         Even after the  receipt of  $233,229  from these  sources,  the Company
lacks  adequate  financing to implement  its full plan of business or to sustain
its operations beyond the following twelve months.  Management  believes that to
support the first  stage of the  Company's  plan of  operations,  involving  the
supporting of the operations of its  subsidiaries;  Viking  Insurance  Services,
Inc.,  Viking  Financial  Services,  Inc.,  Viking  Administrator,   Inc.,  NIAI
Insurance Administrators,  Inc. and Viking Systems Inc., will require additional
capital over the next twelve months.  Triple A Annuity  Marketing,  Inc. is self
sufficient and will not require  specific  additional  funds in the  foreseeable
future. The Company is currently  evaluating various options to raise additional
capital,  including  possible  placements  of  debt  and  equity.  There  is  no
assurance,  however,  that the Company will be successful in securing additional
financing and,  therefore,  there is no assurance that the Company can implement
its full plan of operations.  If the Company is successful in  implementing  its
plan of operations,  the Company will be required to lease, acquire or construct
significant  additional facilities and equipment and hire substantial additional
employees to carry out such operations.




                                      -10-








<PAGE>


                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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







Item 6.  Exhibits and Reports

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









                                      -11-


<PAGE>


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


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


 2.1

21.1                    List of Subsidiaries of the Registrant
27.1                    Financial Data Schedule

















                                      -12-


<PAGE>


                                   SIGNATURES



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



                                                   VIKING CAPITAL GROUP, INC.

Dated: May 8,  1998                             By:  \s\  William J. Fossen
                                                 -------------------------------
                                                  William J. Fossen, President


Dated: May 8, 1998                              By: \s\  Matthew W. Fossen
                                                 -------------------------------
                                                 Matthew W. Fossen
                                                 Chief Financial Officer



















                                      -13-

<PAGE>



                                      EX-21
                         Subsidiaries of the Registrant



                                  EXHIBIT 21.1


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

The following are current subsidiaries of Registrant.

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

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














                                      -14-