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, 2003

                                       OR

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

                           Commission File No. 0-22744


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


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

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

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


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

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

As of September 30, 2003, approximately 58,412,251 shares of Common Stock (Class
A Common) of the issuer were  outstanding.  As of September  30,  2003,  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, 2003 (Unaudited) and
         December 31, 2002....................................................3

     Consolidated Statements of Operations (Unaudited) for the three
         months ended September 30, 2003 and 2002.............................5

     Consolidated Statements of Operations (Unaudited) for the nine
         months ended September  30, 2003 and 2002............................6

     Consolidated Statements of Cash Flows (Unaudited) for the nine
         months ended September 30, 2003 and 2002.............................7

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

Item 2. Management's Discussion and Analysis or Plan of Operations............16

Item 3. Controls and Procedures...............................................20


PART II - OTHER INFORMATION

Item 2.  Changes in Securities................................................20

Item 5. Other Information.....................................................20

Item 6.  Exhibits and Reports on Form 8-K.....................................24

SIGNATURES....................................................................25

EXHIBITS......................................................................26


<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                               (expressed in US $)

                                     ASSETS
                                     ------
                                                                      (unaudited)
                                                                     September 30,   December 31,
                                                                         2003            2002
                                                                     ------------    ------------
                                                                            (in thousands)
<S>                                                                  <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                         $         33    $      1,423
   Other receivables                                                            -             549
   Prepaid expenses                                                            79               -
   Mortgage notes receivable                                                    -          13,226
   Notes receivable and accrued interest, (including related party
     amounts of  $119 and $104 at September 30, 2003
     (unaudited) and December 31, 2002, respectively) net of
     allowance of $191 at September 30, 2003(unaudited)
     and December 31, 2002                                                    291             113
   Deposit                                                                      -           1,210
   Real estate held for sale                                                    -          45,005
                                                                     ------------    ------------

        Total current assets                                                  403          61,526

PROPERTY AND EQUIPMENT
   Building                                                                     -          37,543
   Computer equipment                                                         157             157
   Furniture and office equipment                                              21              45
   Vehicles                                                                     -               3
   Building improvements                                                        -             710
                                                                     ------------    ------------

                                                                              178          38,458

   Accumulated depreciation and amortization                                 (174)         (2,246)
                                                                     ------------    ------------

             Net property and equipment                                         4          36,212

CAPITALIZED SOFTWARE                                                           50              50

NOTES AND OTHER RECEIVABLES FROM RELATED PARTIES                                -          12,316

INVESTMENTS IN AFFILIATES                                                       -           1,948

LONG TERM NOTE RECEIVABLE                                                   6,500               -

OTHER ASSETS                                                                    4              35
                                                                     ------------    ------------

TOTAL ASSETS                                                         $      6,961    $    112,087
                                                                     ============    ============

</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
                               (expressed in US $)

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
                                                                                   (unaudited)
                                                                                  September 30,   December 31,
                                                                                      2003            2002
                                                                                  ------------    ------------
                                                                                         (in thousands)
<S>                                                                               <C>             <C>
CURRENT LIABILITIES
  Current  maturities of long-term debt and other current debts
     (including $199 and $188 due to related parties at
     September 30, 2003 (unaudited) and December 31, 2002, respectively,
     net of unamortized debt discount of $7 and $27 at September 30, 2003
     (unaudited) and December 31, 2002, respectively)                             $        772    $     20,147
  Accounts payable                                                                          74           9,851
  Accrued officers' salaryand payroll taxes                                              1,594           1,611
  Other accrued expenses                                                                    66          10,561
  Accrued litigation settlement                                                              -          15,600
  Other payables                                                                             -          12,085
  Due to related parties                                                                     -           1,523
  Deferred income tax liability                                                              -           8,152
  Current income taxes payable                                                               -             568
                                                                                  ------------    ------------

             Total current liabilities                                                   2,506          80,098

LONG-TERM DEBT, less current portion (including $500 and $ -0- due to related
  parties at September 30, 2003(unaudited) and December 31, 2002, respectively)            500          25,531
                                                                                  ------------    ------------

TOTAL LIABILITIES                                                                        3,006         105,629

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  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- and 1,800,000  shares issued and outstanding
        at September 30, 2003(unaudited) and December 31, 2002, respectively
        (liquidation preference of $18,000,000 at December 31, 2002)                         -           1,800
Common stock $0.001 par value; 150,000,000 shares authorized,
     58,412,251 and 69,864,951 shares issued at September 30, 2003
     (unaudited) and December 31, 2002, respectively                                        58              70
  Common stock Class B $0.001 par value; 100,000 shares authorized,
     issued and outstanding                                                                  -               -
  Additional paid-in capital                                                            33,866          37,022
  Accumulated deficit                                                                  (29,969)        (29,393)
                                                                                  ------------    ------------
                                                                                         3,955           9,499

  Less treasury stock; -0- and 8,025,625 shares at cost, at
     September 30, 2003(unaudited) and December 31, 2002, respectively                       -          (3,041)
                                                                                  ------------    ------------

             Total stockholders' equity                                                  3,955           6,458
                                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $      6,961    $    112,087
                                                                                  ============    ============

</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
                               (expressed in US $)
                                   (unaudited)

                                                                           Three Months Ended
                                                                           ------------------
                                                                      September 30,   September 30,
                                                                          2003            2002
                                                                      ------------    ------------
                                                               (in thousands, except earnings per share)
<S>                                                                   <C>             <C>
REVENUES
     Rental income                                                    $          -    $        556
     Sales of real estate, net of sales taxes                                    -               -
     Other                                                                       -               -
                                                                      ------------    ------------

         Total revenues                                                          -             556

COST OF REVENUE
     Cost of real estate sales                                                   -               -
     Selling expenses                                                            -             (72)
                                                                      ------------    ------------

         Total cost of revenue                                                   -             (72)
                                                                      ------------    ------------

GROSS PROFIT                                                                     -             484

GENERAL AND ADMINISTRATIVE EXPENSES                                           (111)         (1,049)
                                                                      ------------    ------------

Loss from operations                                                          (111)           (565)

OTHER INCOME (EXPENSE)
     Interest income (including $2 and $117 from related parties)               67             119
     Interest expense (including $21 and $2 to related parties)                (44)           (780)
     Loss from equity accounted affiliates                                       -             (15)
     Other income (expense)                                                    (11)             31
                                                                      ------------    ------------

         Total other income (expense), net                                      12            (645)
                                                                      ------------    ------------

Loss before provision for income taxes and non-controlling interest            (99)         (1,210)

         Income tax benefit                                                      -             844
                                                                      ------------    ------------

Loss before non-controlling interest                                           (99)           (366)

NON-CONTROLLING INTEREST                                                         -              76
                                                                      ------------    ------------

NET LOSS                                                              $        (99)   $       (290)
                                                                      ============    ============

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

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                        57,558          59,192
                                                                      ============    ============

</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
                               (expressed in US $)
                                   (unaudited)

                                                                            Nine Months Ended
                                                                            ------------------
                                                                      September 30,    September 30,
                                                                           2003             2002
                                                                      -------------    -------------
                                                                (in thousands, except earnings per share)
<S>                                                                   <C>              <C>

REVENUES
     Rental income                                                    $         286    $       1,912
     Sales of real estate, net of sales taxes                                     -              318
     Other                                                                        -               14
                                                                      -------------    -------------

         Total revenues                                                         286            2,244

COST OF REVENUE
     Cost of real estate sales                                                    -           (1,482)
     Selling expenses                                                            (7)            (153)
                                                                      -------------    -------------

         Total cost of revenue                                                   (7)          (1,635)
                                                                      -------------    -------------

GROSS PROFIT                                                                    279              609

GENERAL AND ADMINISTRATIVE EXPENSES                                            (737)          (3,475)
WRITE OFF OF MORTGAGE NOTES RECEIVABLE                                            -             (139)
                                                                      -------------    -------------

Loss from operations                                                           (458)          (3,005)

OTHER INCOME (EXPENSE)
     Interest income (including $45 and $349 from related parties)              217              354
     Interest expense (including $40 and $6 to related parties)                (356)          (2,261)
     Loss from equity accounted affiliates                                       (5)            (117)
     Other income (expense)                                                      (8)              36
                                                                      -------------    -------------

         Total other income (expense), net                                     (152)          (1,988)
                                                                      -------------    -------------

Loss before provision for income taxes and non-controlling interest            (610)          (4,993)

         Income tax benefit (expense)                                            34              758
                                                                      -------------    -------------

Loss before non-controlling interest                                           (576)          (4,235)

NON-CONTROLLING INTEREST                                                          -            1,331
                                                                      -------------    -------------

NET LOSS                                                              $        (576)   $      (2,904)
                                                                      =============    =============

BASIC AND DILUTED LOSS PER SHARE                                      $       (0.01)   $       (0.05)
                                                                      =============    =============

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                         56,458           58,180
                                                                      =============    =============

</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
                               (expressed in US $)
                                   (unaudited)

                                                                                            Nine Months Ended
                                                                                            -----------------
                                                                                      September 30,   September 30,
                                                                                          2003            2002
                                                                                      ------------    ------------
                                                                                             (in thousands)
<S>                                                                                   <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                         $       (576)   $     (2,904)
     Non-cash charges included in operations
         Bad debt expense                                                                        2               -
         Depreciation and amortization                                                         176           1,628
         Amortization of deferred financing costs                                                -              65
         Amortization of debt discount                                                          20               -
         Other payables paid with promissory note                                                7               -
         Common stock issued for services                                                        6             136
         Accounts payable paid in common stock                                                  31               -
         Expenses paid with promissory note                                                     43               -
         Stock options issued for services                                                       3              52
         Gain on disposal of asset                                                               -             (25)
         Loss from equity accounted  affiliates                                                  5             117
         Non-controlling interest                                                                -          (1,331)
         Write off of mortgage notes receivable                                                  -             139
         Write off of accounts receivable                                                        -             248
     Changes in assets and liabilities (net of effect of divestiture of Fei Yun Viking)
         Decrease in real estate held for sale                                                   -           1,305
         Decrease in mortgage loans receivable                                                  84           1,968
         Increase in accrued interest receivable                                              (218)             (5)
         Increase in other assets and receivables                                              (56)            (65)
         Decrease in accounts payable                                                         (174)           (519)
         Decrease in accrued officers' salary and
            payroll taxes                                                                      (17)              -
         Increase in other accrued expenses                                                    135           1,206
         Decrease in deferred income tax liability                                               -            (758)
         Decrease in other payables                                                           (122)           (772)
                                                                                      ------------    ------------

Net cash provided by (used in) operating activities                                           (651)            485

CASH FLOWS FROM INVESTING ACTIVITIES

     Purchases of property, plant and equipment                                                  -             (70)
     Proceeds from sale of property, plant and equipment                                         -              30
     Loans made                                                                                  -              (4)
     Loans made to shareholders                                                                  -             (42)
     Net advances to related parties                                                           (44)           (478)
     Decrease in cash balances due to divestiture of Fei Yun Viking                         (1,379)              -
                                                                                      ------------    ------------

Net cash used in investing activities                                                       (1,423)           (564)

</TABLE>

                                 - Continued -

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               7
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                               (expressed in US $)
                                   (unaudited)

                                                                                                 Nine Months Ended
                                                                                                 -----------------
                                                                                          September 30,    September 30,
                                                                                               2003            2002
                                                                                           ------------    ------------
                                                                                                  (in thousands)
<S>                                                                                        <C>             <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Capital contributions                                                                            -             761
     Proceeds from notes payable                                                                    263             312
     Advances from and (repayments to) related parties, net                                         519            (879)
     Repayments of notes payable                                                                   (269)           (213)
     Proceeds from sale of common stock                                                             171             287
                                                                                           ------------    ------------

Net cash provided by financing activities                                                           684             268
                                                                                           ------------    ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                             (1,390)            189

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                                  1,423           7,191
                                                                                           ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                 $         33    $      7,380
                                                                                           ============    ============

SUPPLEMENTAL DISCLOSURES

     Cash flow information:
         Interest paid                                                                     $        180    $        781
         Income taxes paid                                                                            -               -

     Non-cash financing activities:
         Common stock issued for:
             Repayment of notes payable                                                              23              84
             Payment of interest                                                                      5               6
             Payment of services                                                                      6               -
             Payment of accounts payable                                                             31               -

         Common stock cancelled for conversion of note receivable                                     -               1
         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                                                            18               -

         Stock option issued for services                                                             3              52
         Beneficial conversion                                                                        -              34
         Debt discount resulting from issuance of options to obtain debt financing                    -              28

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The consolidated  interim  financial  statements  include the accounts of Viking
Capital  Group,  Inc.,  its  consolidated  subsidiaries,  and  equity  accounted
investments (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,
2002.

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 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.

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 and nine month periods ended
September 30, 2003 and 2002. 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,  net loss and loss per share  would
have increased as shown in the table below.

                                                   Three Months Ended                     Nine Months Ended
                                          ------------------------------------    ---------------------------------
                                            September 30,      September 30,       September 30,    September 30,
                                                2003               2002                2003              2002
                                                ----               ----                ----              ----
                                                     (in thousands)                         (in thousands)
<S>                                         <C>                <C>                 <C>              <C>

Net loss attributable to  common
stockholders, as reported                     $   (99)           $  (290)            $  (576)          $(2,904)
Add:   Stock    based   employee
compensation expense included in
reported net loss                                   -                  -                   -                 -
Deduct:   Stock-based   employee
compensation  expense determined
under fair value based method                     (14)              (362)                (55)           (1,086)
                                              --------           --------            --------          --------
Proforma net loss                             $  (113)           $  (652)            $  (631)          $(3,990)
Weighted average shares                         57,558             59,192              56,458            58,180
Net loss per share as reported                $ (0.00)           $ (0.00)            $ (0.01)          $ (0.05)
                                              ========           ========            ========          ========
Proforma net loss per share                   $ (0.00)           $ (0.01)            $ (0.01)          $ (0.07)
                                              ========           ========            ========          ========

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                               9
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 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 effectively  collateralized
by a 40% ownership interest in Organic Waste Company.  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 and  2002,  as though  the  dispositions  of  Beijing  Fei Yun  Viking
Enterprises Company, Ltd. and Wuxi Viking Garments Company, Ltd. had occurred on
January 1, 2002 is as follows (in thousands):

                                                    Nine months ended
                                                    -----------------
                                             September 30,      September 30,
                                                  2003               2002
                                             -------------      -------------

     Revenues                                $           -      $           -
                                             =============      =============
     Net income (loss)                       $        (446)     $        (674)
                                             =============      =============

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


NOTE D - SHORT TERM PROMISSORY NOTES PAYABLE

During  the  current  quarter,  the  Company  entered  into new notes or renewed
existing  notes,  some of which  are  convertible  to common  restricted  stock,
totaling $276,358. Included in this total is $7,267 of accrued interest that was
added to principal. All outstanding short term promissory notes at September 30,
2003 mature within one year or on demand,  bear interest 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 (except for a $100,000 note which is secured
by 200,000  free  trading  shares owned by  directors  and  shareholders  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 current  quarter,  $18,000 of principal  and $5,259 of interest  were
repaid with common restricted stock.

During the current quarter,  promissory note principal and accrued interest cash
repayments  were made  totaling  $67,044  and  $11,747,  respectively.  Of these
amounts, $0 in principal and $6,000 in interest were paid to related parties.

During the quarter  ended June 30, 2003,  the Company  entered into new notes or
renewed  existing  notes,  some of which are  convertible  to common  restricted
stock,  totaling $162,026.  Included in this total is $6,893 of accrued interest
that was added to principal. All outstanding short term promissory notes at June
30, 2003 mature within one year or on demand,  bear interest ranging from 10% to
12% (except for $43,000 of notes that bear no  interest)  and are


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              10
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - SHORT TERM PROMISSORY NOTES PAYABLE (Continued)

secured by the assets and net worth of the Company  (except for a $100,000  note
which  is  secured  by  200,000  free  trading  shares  owned by  directors  and
shareholders  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, 2003,  $5,200 of principal and $161 of accrued
interest were repaid with common restricted stock.

During the quarter ended June 30, 2003,  promissory  note  principal and accrued
interest  repayments were made totaling $247,323 and $20,547,  respectively.  Of
these  amounts,  $45,000 in principal  and $991 in interest were paid to related
parties.

During  the  quarter  ended  March  31,  2003,  the  Company  entered  into  new
convertible  notes or renewed  existing  convertible  notes  totaling  $474,065.
Included in this total is $3,958 of accrued interest that was added to principal
and $43,000 of costs  associated  with  divestiture  of Fei Yun Viking that were
paid by a convertible  promissory  note. All  outstanding  convertible  notes at
March 31, 2003 mature within one year or on demand,  bear interest  ranging from
10% to 12% (except for $56,000 of notes that bear no  interest)  and are secured
by the assets of Viking  (except for a $100,000 note which is secured by 200,000
free  trading  shares  owned by  directors  and  shareholders  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 March 31, 2003,  no notes  payable or accrued  interest
were converted to common stock.

During the quarter ended March 31, 2003, note principal repayments of $13,000 in
the U.S. and  approximately  $7,000 in China were made. Both of these repayments
were to related parties.

NOTE E - LONG-TERM PROMISSORY NOTE PAYABLE

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  with the exception of 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 current  quarter,  the Company  entered into a $20,000 new short term
promissory  note  with a  related  party.  This note is due in 90 days and bears
interest  at 12% per year.  A related  party also bought  common  stock with the
proceeds from a note payable with $10,000  principal  and $3,547 of  accumulated
interest.  Short  term  notes  payable  with  related  parties at the end of the
current quarter totaled $199,005 plus accrued interest of $34,010.

During the current  quarter,  there were no new notes  receivable  with  related
parties and no  repayments  were made.  At the end of the current  quarter,  the
balance of notes  receivable  from  related  parties was  $103,821  plus accrued
interest of $14,934.

During the  current  quarter,  a related  party also  purchased  125,000  common
restricted shares of the Company for $5,000 or $0.04 per share.

During the quarter ended June 30, 2003, the Company  entered into $26,405 of new
current/short  term promissory notes with related  parties.  These notes are all
due on demand or within  ninety days and bear interest at 12% per year. Of these
notes, $25,000 were repaid during the current quarter.  Current/short term notes
payable with related parties at the end of the current quarter totaled  $189,005
plus  accrued  interest of $32,542.  The Company  also  entered  into a $500,000
long-term promissory note with a related party. This note is described in Note E
above.


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              11
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F - RELATED PARTY TRANSACTIONS (Continued)

In the same period,  the Company also entered into a transaction  with this same
related party for the purchase of 1,500,000  common  restricted  shares at $0.05
per share and a five year option for the purchase of 5,555,567 common restricted
shares at $0.09 per share.

During the quarter ended June 30, 2003,  there were no new notes receivable with
related  parties and no repayments  were made. At June 30, 2003,  the balance of
notes  receivable  from related  parties was $103,821  plus accrued  interest of
$12,982.

During the quarter ended March 31, 2003, the Company entered into $38,200 of new
convertible  promissory  notes and renewed  $126,500 of  convertible  notes with
related  parties.  These notes are all due within one year, bear interest at 12%
per year,  except for $13,000 that bears no  interest,  and are  convertible  to
common  stock  at  $0.08  per  common  share,  except  for  $13,000  that is not
convertible.  During the quarter  ended March 31,  2003,  $13,000 of  promissory
notes with related  parties in the U.S. was repaid and  approximately  $7,000 of
notes  payable was repaid by Golden  Horse/Sunshine  Plaza to a related party of
Golden  Horse/Sunshine  Plaza,  one of the  operations  disposed  of during  the
quarter ended March 31, 2003.  Notes  payable with related  parties at March 31,
2003 totaled $212,800.

During the quarter ended March 31, 2003, there were no new notes receivable with
related parties and no repayments were made except for approximately  $44,000 of
payments  from  Golden  Horse/Sunshine  Plaza  to  a  related  party  of  Golden
Horse/Sunshine Plaza, one of the operations disposed of during the quarter ended
March 31, 2003. At March 31, 2003, the balance of notes  receivable from related
parties was $103,821 plus accrued interest of $11,030.

NOTE G - SHAREHOLDERS' EQUITY

During the  current  quarter,  the  Company  issued  1,900,000  shares of common
restricted  stock for cash of $76,000  and 465,182  shares of common  restricted
stock in payment of $23,259 of promissory notes and accrued interest.

During the current  quarter,  the Company  granted a one-year option to purchase
100,000 shares of common  restricted  stock at $0.09 per share.  This option was
granted for consulting services.

During the quarter ended June 30, 2003, the Company issued  1,700,000  shares of
common  restricted  stock  for cash of  $85,000  and  107,214  shares  of common
restricted stock in payment of $5,361 of promissory notes and accrued interest.

During the quarter ended June 30, 2003, the Company granted a one-year option to
purchase  50,000  shares of common  restricted  stock at $0.10 per  share.  This
option was issued in connection with the purchase of common restricted stock for
cash. The Company also issued a five-year option to purchase 5,555,567 shares of
common  restricted stock at $0.09 per share. The option was issued in connection
with the purchase of common restricted stock for cash.

During the quarter ended June 30, 2003,  16,418,750 shares (common stock) of the
16,425,625  treasury  shares  listed in the prior  quarter  were  cancelled  and
returned to  authorized  and  un-issued  shares.  An  adjustment of 6,875 common
shares  previously  listed as  treasury  shares  were added back to  outstanding
shares.

During the  quarter  ended March 31,  2003,  the Company  granted  41,667  share
options  to  a  non-employee  for  the  purchase  of  common   restricted  stock
exercisable  at $0.10 per share.  This option expires in one year and was issued
in connection with the purchase of common  restricted shares for cash. This same
individual  was  granted  another  option  with the same terms in April 2003 for
50,000 common restricted shares, for the purchase of stock which occurred in the
quarter ended March 31, 2003.

During the quarter ended March 31, 2003,  the Company also issued 183,333 shares
of common stock for cash of $10,000; 100,000 shares of common stock for services
valued at  $6,000;  and  510,321  shares of common  stock in  payment of $30,619
accounts payable.


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              12
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE G - SHAREHOLDERS' EQUITY (Continued)

In connection  with the  divestiture  of Fei Yun Viking during the quarter ended
March 31, 2003, as further described in Note C, the Company received 1.8 million
shares of its Series 2001 Callable  Preferred stock. These shares were cancelled
and returned to authorized and un-issued preferred stock. No shares of preferred
stock of any series  were  outstanding  at the end of the current  quarter.  The
Company  also  received  7 million  common  shares of Viking  that were added to
treasury  shares  in  connection  with the  divestiture  of Fei Yun  Viking.  In
connection with the divestiture of Wuxi Viking, the Company received 1.4 million
common shares of Viking that were added to treasury shares.


During the quarter ended March 31, 2003,  treasury shares increased by 8,400,000
shares from 8,025,625 at December 31, 2002, to 16,425,625 at March 31, 2003.


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  January 31, 2003.
Lastly,  at September 30, 2003 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 will  continue 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, if the Company
is unable to raise  capital,  it may be required to sell  assets.  Such  actions
could 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 which may result from the inability of the Company
to continue as a going concern.

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 are  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  accompanying  notes are an integral  part of these  consolidated  financial
statements.
                                                                              13
<PAGE>
<TABLE>
<CAPTION>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                                                                 16

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
  (expense)                         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 - EMPLOYEE BENEFIT PLAN

An  Employee  Benefit  Plan was  created in 1995 and has since been  amended and
updated to designate a specified  number of shares  issuable under the plan. The
shares  authorized  under the plan are  registered  under  Form S-8.  During the
quarter  ended March 31,  2003,  the plan was  modified to  authorize a total of
10,000,000 common shares under the plan.  Accordingly,  an additional  5,750,000
shares were  registered  under Form S-8 on March 25, 2003. The plan's purpose is
to make  available  free trading  shares to officers,  directors and  employees,
including  consultants and others,  in conformity with the rules and regulations
established for Form S-8 shares, in payment or recognition of their services and
contributions to the success of the Company.  Issuance of these shares is at the
discretion  of the Board of Directors  and/or a  Compensation  Committee.  These
shares may also be issued in conjunction with the exercise of options.

NOTE K - LONG-TERM NOTE RECEIVABLE

A  long-term  note  receivable  was  obtained as part of the  proceeds  from the
divestiture  of Fei Yun  Viking.  The note  originated  on January  31, 2003 for
$6,500,000  due and payable by Hebei Kangshun  Feiyun  Organic Waste  Processing
Company,  Ltd.(Organic Waste Company), a Chinese entity. The note bears interest
at the  rate  of 4% per  annum  with  interest  to be paid  annually.  Principal
payments in an amount equal to half of the  original  note  principal  are to be
made on the fifth  anniversary  and tenth  anniversary  of the note. The note is
collateralized by a 40% ownership interest in Organic Waste Company.

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 will be reduced by the accrued  interest  expense on
the note each  quarter.  During the current  quarter,  the Company  also prepaid
certain consulting fees totaling $36,750.

NOTE M - INCOME TAXES

Deferred income taxes are determined using the asset and liability method, under
which deferred tax assets and  liabilities  are calculated  based on differences
between financial accounting and tax bases of assets and liabilities.  Valuation
allowances are  established  when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense or benefit is the payable or
refund for the period plus or minus the change during the period in deferred tax
assets and liabilities.

                                                                              14
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE M - INCOME TAXES (Continued)

No income tax benefit has been recorded (other than $34,000 which relates to the
foreign  operations  that were  disposed  of during  the first  quarter of 2003)
because  the  Company  has  net  operating  loss  carry-forwards.  Additionally,
realization of the benefit of these net operating loss  carryforwards  and other
deferred tax assets appear  uncertain.  Accordingly,  no deferred tax assets are
recorded.

NOTE N - SUBSEQUENT EVENTS

Subsequent to September 30, 2003, the Company  received $15,000 in proceeds from
a new short term  promissory  note with a related  party and $6,000 in  proceeds
from a new short term promissory note with an unrelated party.





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                                                                              15
<PAGE>

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

The majority of the  Company's  assets and all of its revenues  during last year
were  due  to  Beijing  Fei  Yun  Viking  Enterprises  Company,   Ltd.  and  its
subsidiaries ("Fei Yun Viking") including Golden  Horse/Sunshine  Plaza. Fei Yun
Viking,  which was a 96% owned subsidiary of Viking,  was sold effective January
31, 2003. Therefore,  the information given for the three and nine month periods
ended September 30, 2003 and 2002 are not directly comparable.

Fei Yun Viking was  originally  purchased  for 1.8 million  Series 2001 Callable
Preferred  Shares and 14 million common shares.  Fei Yun Viking was sold for 1.8
million  Series  2001  Callable  Preferred  Shares of Viking,  7,000,000  common
restricted  shares of Viking and a $6.5 million note  receivable  due from Hebei
Kangshun Feiyun Organic Waste Processing Company,  Ltd. Viking also received 7.5
million  of its  common  shares  that  were held as  treasury  shares at Fei Yun
Viking.

This  transaction  was  disclosed  in a  February  3, 2003 Form 8-K filing and a
February  18, 2003 Form 8-K filing both with an event date of January 31,  2003.
The Form 8-K filed on February 18, 2003 was subsequently updated by an amendment
to Form 8-K filed on May 29, 2003  updating  item 7(b) with  proforma  financial
information.  The Company  also sold its 25% equity  ownership  position in Wuxi
Viking  Garment Co., Ltd. (Wuxi Viking) during the quarter ended March 31, 2003.
The Company  received 1.4 million  Viking common  restricted  shares for its 25%
equity ownership position in Wuxi Viking.  This sale,  completed March 28, 2003,
was  considered  insignificant  based  upon the  requirements  set forth for the
filing of an 8-K and, therefore, no 8-K filing was made.

Forward Looking Statements

This  quarterly  report  on  form  10-QSB  contains  certain   "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and information  relating to the Company and its  subsidiaries  that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this  report,  the  words  "anticipate,"  "believe,"  "estimate,"  "expect"  and
"intend" and words or phrases of similar  import,  as they relate to the Company
or  its   subsidiaries   or  Company   management,   are  intended  to  identify
forward-looking   statements.   Such  statements   reflect  the  current  risks,
uncertainties  and  assumptions  related to certain factors  including,  without
limitations, both inside and outside the U.S., changes or anticipated changes in
regulatory  environments,  competitive  factors,  general  economic  conditions,
customer  relations,  relationships  with vendors,  Viking 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.

Plan Of Operations

Viking   Capital   Group,   Inc.   ("Viking"  or  "Company")  is  a  diversified
international  holding company whose mission is to become the recognized  leader
at  creating   extraordinary   long-term  value  for  its  shareholders  through
acquisitions  and  fee  income.  To  achieve  our  mission,   Viking  identifies
businesses for acquisition that are currently not optimizing  opportunities that
are available.  To determine the  opportunities  available,  Viking looks at the
overall  business  environment  with a clear  focus on  fundamental  changes  in
politics,  regulation,  technology and world  economics.  The Company has in the
past been focusing on asset growth and  acquisitions  in China and is now, after
divesting its China  operations,  shifting towards a focus on revenue and profit
growth in the United States.

The Company is focusing on two industries  for  acquisitions  currently,  but no
industry  will be excluded in efforts to increase  shareholder  wealth.  Targets
will be considered  based primarily upon their sales and profits.  The first and


                                                                              16
<PAGE>

primary focus industry is the Food and Beverage industry. In this industry,  the
Company is focusing on "dry food" manufacturing  and/or bottled water and coffee
related  businesses.  The  decision  to focus on the  Food  and  Beverage  (F&B)
industry was driven  primarily by the  availability  of industry  knowledge  and
contacts  through two of the  Company's  directors.  Mary  Pohlmeier has over 30
years experience in the F&B industry. Ms. Pohlmeier is currently an executive at
Frito-Lay and is the principal product and processing  specialist for Frito-Lay.
Ms. Pohlmeier has  responsibilities  ranging from new product rollout to quality
control and cost reduction strategies at all North American plants. Rob Sandifer
owns and operates a company that creates and supplies custom breading and batter
products for his customers nationwide. Mr. Sandifer has been in the F&B industry
for over 30 years.  Potential  acquisitions in this segment may include, but are
not limited to, blending operations,  bakeries, cookie and cracker facilities or
other  concerns  based  primarily on dry  ingredients  and/or dry end  products.
Regarding  the water and  coffee  segment,  the  Company is  interested  only in
selling  coffee  and/or  water  products  to  institutional  customers  such  as
hospitals,  office buildings,  government buildings,  schools, and other similar
customers.  Potential  acquisitions  in this  segment may  include,  but are not
limited to, water springs,  bottling  facilities,  coffee  roasting  plants,  or
distribution  companies.  The second  industry  is the Life  Insurance  industry
(LII).  Experience  and  expertise in this  industry  comes  primarily  from the
Company's Chairman and CEO William J. Fossen.  The Company's  President and CFO,
Matthew Fossen also has experience in the industry.  The Company's plan is to be
flexible  in  its  business  approach  with  any  potential   insurance  company
investors.  These potential  insurance  company  investors may wish to work with
Viking in any of several ways,  including,  but not limited to, retaining Viking
as an acquisition team to manage the acquisition of a life insurance  company on
their behalf or investing in Viking for the purpose of acquiring  life insurance
companies that Viking would own.

The Company expects that it may acquire other companies in China, but not in the
immediate future.  Instead,  transactions  involving  entities in China, if any,
will focus on fee-based income that may include providing services pertaining to
the  Company's  knowledge  and expertise in the  acquisition  and  management of
Chinese  entities.  Other  areas  of  activity  relating  to China  may  include
commission or fee based income for product or service sales transactions.

The Company is  currently  working  towards and intends to purchase  one or more
profitable  companies  that will  allow the  Company  to take  advantage  of its
approximately $12 million tax loss carry forward. While the Company is currently
focusing on the Food & Beverage industry,  the overriding  principle in choosing
targets  will be revenues  and  profitability.  Therefore,  no industry  will be
excluded in efforts to increase shareholder wealth.

Funding for such  acquisitions  is expected to come from  institutional  lenders
and/or institutional equity investors in conjunction with the utilization of the
Company's  approximately  $12  million  tax loss carry  forward  (subject to any
limitations under the Internal Revenue Code), other assets the Company owns, and
the assets and/or cash flow of an acquired  company.  Targets will be considered
based  primarily  upon their sales and profits with little weight given to asset
size.

The Company  expects  that it will need  additional  cash during the next twelve
months for working capital and acquisitions and therefore desires and expects to
raise significant  amounts of capital to pursue  acquisitions during that period
of time.  Capital  raised  for  acquisitions  is  generally  tied to a  specific
acquisition  when made  available  to the  Company.  The  Company  does not have
committed capital sources at this time for any acquisition. The Company may also
use assets it already  owns,  including the $6.5 million note  receivable  dated
January 31,  2003 that the  Company  obtained  from the  divestiture  of Fei Yun
Viking,  as  all  or  part  of  the  purchase  price  of  future   acquisitions.
Additionally,  the Company  plans to utilize its  approximately  $12 million tax
loss carry forward  (subject to any limitations in the Internal Revenue Code) in
conjunction  with a potential  equity or debt financed  acquisition  of a target
company.   The  Company  expects  to  raise  the  capital   required  for  these
acquisitions via the private offering of preferred stock,  debt or a combination
thereof.

Capital raised will be for additional  acquisitions,  fees and costs  associated
with acquisitions, working capital and potential debt reduction.

The Company has been dependent upon raising capital for its U.S.  administrative
and management operations ("Parent Operations"). The Company has been successful
in the past in meeting its Parent  Operations cash needs from private  investors
and will continue to raise capital for these  purposes  from  qualified  private
investors for the  foreseeable  future.  During the three months ended September
30, 2003,  the Company  raised  approximately  $150,000 to meet the needs of its
Parent  Operations  and to pay its debts.  Potential  increases to the Company's
Parent  Operations  cash  needs  include  hiring  additional  employees  in  the
financial and administrative departments and potential increases in professional
fees associated with acquisitions and related audits. Management believes

                                                                              17
<PAGE>

that it can  continue to raise funds from private  investors  for its cash needs
for Parent Operations.  The Company is expecting to raise significant 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.

Consolidated  liabilities  at September 30, 2003 were  approximately  $3,004,000
versus  $3,018,000 at June 30, 2003 and  $105,629,000  at December 31, 2002. The
reduction from the year-end  figure can be attributed to the  divestiture of Fei
Yun Viking in January 2003. Of the $3,004,000 total liabilities at September 30,
2003,  approximately  $772,000  (net of $7,000 of debt  discount)  and $500,000,
respectively,  are  short-term  and  long-term  promissory  notes  with  private
investors,  not banks or other institutions.  Approximately  $74,000 is accounts
payable.  After subtracting the above line items from total debt, the balance of
approximately  $1,658,000  is comprised of unpaid  accrued  officers'  salary of
$1,589,000, payroll taxes of $5,000 and other accrued expenses of $66,000.

Discussion of Operations

The majority of the  Company's  assets and all of its revenues  during 2002 were
due to  entities  in China  that were sold  January  31,  2003.  Therefore,  the
comparative  information  given  for the  three  and nine  month  periods  ended
September 30, 2003 and 2002 is not directly comparable.

Effective  January 31, 2003, the Company sold its 96% interest in Fei Yun Viking
as disclosed  in its filing on Form 8-K filed  February 3, 2003 and February 18,
2003 with an event date of January  31,  2003.  A  subsequent  amendment  to the
February  18,  2003 Form 8-K was filed on May 29,  2003 to update item 7(b) with
proforma financial  information.  Effective March 28, 2003, the Company sold its
25% equity  interest in Wuxi Viking  Garments Co., Ltd. No Form 8-K was filed on
this disposition  because it did not meet the  significance  test required for a
Form 8-K filing.

Where  appropriate,  income  and  expenses  pertaining  only to the  U.S.  based
administrative  and management parent company  operations will be referred to as
"Parent Operations".

FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 AND 2002

Revenues

For the third  quarter of 2003,  revenues were zero compared to $556 thousand in
the comparable period in 2002. Fei Yun Viking and its  subsidiaries,  which were
sold effective  January 31, 2003, were the source of revenues for the comparable
period a year ago.

Equity Accounted Investments

For the third quarter of 2003, the Company had no equity  accounted  investments
versus the comparable period of 2002 in which Viking incurred a combined loss of
approximately  $15  thousand  due to its equity  accounted  investments  in Wuxi
Viking Garments  Company,  Ltd. and Lianyugang East Sea Highway  Development and
Management Company, Ltd. (Tollway).

Both of these equity accounted investments were sold during the first quarter of
2003.

General and Administrative Expenses

Consolidated  G&A costs for the third  quarter of 2003 were  approximately  $111
thousand versus $1,049 thousand for the comparable  period in 2002. The decrease
is  primarily  due to the  divestiture  of Fei Yun Viking  and its  subsidiaries
effective  January  31,  2003.  The  depreciation  portion  of these  costs  was
negligible in the third  quarter of 2003 versus $578 thousand in the  comparable
period in 2002.

Parent  Operations  G&A costs for the third  quarter of 2003 were $111  thousand
versus  $336  thousand  for the  comparable  period  in 2002.  The  decrease  is
primarily  attributable to a reduction in costs  associated with consulting fees
and rent expense.  Consulting fees were high in the prior year partly because of
additional costs associated with due diligence work for additional  acquisitions
in China.  Rent  decreased  in the current year due to a decrease in total space
rented and a decrease in the rent rate per square foot.

                                                                              18
<PAGE>

Interest Expense

Consolidated  interest  expense for the third quarter of 2003 was  approximately
$44  thousand  versus  $780  thousand  for the  comparable  period in 2002.  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.

Parent  Operations  interest  expense in the third quarter of 2003 and 2002 were
approximately $44 thousand and $20 thousand,  respectively.  The increase is due
to increased interest bearing debts.

Interest Income

Consolidated interest income for the third quarter of 2003 was approximately $67
thousand versus  approximately  $119 thousand for the comparable period in 2002.
The  decrease  is  primarily  due to the  divestiture  of Fei Yun Viking and its
subsidiaries  during the first quarter of 2003 that had several notes receivable
accruing interest.

Parent   Operations   interest   income  for  the  third  quarter  of  2003  was
approximately $67 thousand versus $2 thousand for the comparable period in 2002.
The increase is due to interest  income from the $6.5  million note  received in
connection with the sale of Fei Yun Viking.

Net Income(Loss)

Consolidated  net loss for the  third  quarter  of 2003  was  approximately  $99
thousand  versus a net loss of $290 thousand for the comparable  period in 2002.
The change is due to the  divestiture of Fei Yun Viking during the first quarter
of 2003 and the resulting  reduction in expenses associated with its operations.
Also during the third quarter of 2002, the Chinese operations recognized an $844
thousand income tax benefit.

Parent  Operations  net  loss  for the  third  quarter  of  2003  and  2002  was
approximately  $99 thousand and $395 thousand,  respectively.  The change is due
primarily to increased interest income and reduced G&A costs in 2003.

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 AND 2002

Revenues

For the nine month period ended September 30, 2003,  revenues were $286 thousand
compared to $2,244 thousand in the comparable  period in 2002. The $286 thousand
of revenue was due  entirely  to rental  income at Golden  Horse/Sunshine  Plaza
during the month of January  before Fei Yun Viking was sold.  Fei Yun Viking and
its  subsidiaries  were the source of revenues for the comparable  period a year
ago. Fei Yun Viking and its subsidiaries were sold effective January 31, 2003.

Equity Accounted Investments

For the nine month period ended September 30, 2003, the Company  incurred a loss
of approximately $5 thousand due to its equity accounted  investments versus the
comparable period of 2002 in which Viking incurred a loss of approximately  $117
thousand.

Viking's equity accounted  investments in Wuxi Viking Garments Company, Ltd. and
Lianyugang East Sea Highway Development and Management  Company,  Ltd. (Tollway)
were sold during the first quarter of 2003.

General and Administrative Expenses

Consolidated  G&A  costs  for the nine  months  ended  September  30,  2003 were
approximately  $737 thousand versus $3,475 thousand for the comparable period in
2002. The decrease is primarily due to the divestiture of Fei Yun Viking and its
subsidiaries effective January 31, 2003.

Parent  Company G&A costs for the nine months ended  September 30, 2003 and 2002
were $478 thousand versus $739 thousand, respectively.


                                                                              19
<PAGE>

Interest Expense

Consolidated  interest  expense for the nine months ended September 30, 2003 was
approximately  $356 thousand versus $2,261 thousand for the comparable period in
2002.  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.

Parent Operations  interest expense for the nine months ended September 30, 2003
and 2002 were approximately $115 thousand and $124 thousand, respectively.

Interest Income

Consolidated  interest  income for the nine months ended  September 30, 2003 was
approximately   $217  thousand  versus   approximately  $354  thousand  for  the
comparable  period in 2002. The decrease is primarily due to the  divestiture of
Fei Yun Viking and its  subsidiaries  during the first  quarter of 2003 that had
several notes receivable accruing interest.

Parent  Operations  interest income for nine months ended September 30, 2003 was
approximately  $178  thousand  versus $5 thousand for the  comparable  period in
2002. The increase is due to interest income from the $6.5 million note received
in connection with the sale of Fei Yun Viking.

Net Income(Loss)

Consolidated  net  loss  for the  nine  months  ended  September  30,  2003  was
approximately  $576  thousand  versus  a net  loss of  $2,904  thousand  for the
comparable  period  in 2002.  The  change is due to the  divestiture  of Fei Yun
Viking during the first quarter of 2003 and the resulting  reduction in expenses
associated with its operations.

Parent  Operations  net loss for the nine months  ended  September  30, 2003 was
approximately  $466  thousand  versus  a net  loss  of  $869  thousand  for  the
comparable  period in 2002. The change is due to increased  interest  income and
reduced G&A costs.

Liquidity and Capital Resources

Cash needs for general and administrative  expenses at the Viking Capital Group,
Inc. U.S.  administrative  and  management  level  ("Parent  Company") have been
satisfied in the past by new promissory  notes and the sale of common stock. The
Parent Company level will continue to rely upon raising  additional  capital for
its cash needs at least for the  immediate  future and believes that its current
fund   raising   methods  will  be   sufficient   to  satisfy  its  general  and
administrative  needs  barring any  unexpected  or  significant  changes in such
costs. The Company will need to raise substantial  additional capital for future
acquisitions.  The Company does not have any binding  agreements  to supply such
cash at this time.  The  Company  continues  to seek debt  financing  and equity
financing  on a large  scale for future  acquisitions  and  growth.  The Company
expects that it will be able to augment institutional debt or equity investments
through the use of its approximately $12 million tax loss carryforward,  the use
of other  assets  it  already  owns,  and/or  the  assets  and cash flow from an
acquired company.

Consolidated  liabilities  at September 30, 2003 were  approximately  $3,004,000
versus  $3,018,000 at June 30, 2003 and  $105,629,000  at December 31, 2002. The
reduction from the year-end  figure can be attributed to the  divestiture of Fei
Yun Viking in January 2003. Of the $3,004,000 total liabilities at September 30,
2003,  approximately  $772,000  (net of $7,000 of debt  discount)  and $500,000,
respectively,  are  short-term  and  long-term  promissory  notes  with  private
investors,  not banks or other institutions.  Approximately  $74,000 is accounts
payable.  After subtracting the above line items from total debt, the balance of
approximately  $1,658,000  is comprised of unpaid  accrued  officers'  salary of
$1,589,000, payroll taxes of $5,000 and other accrued expenses of $66,000.

Net cash used in operating  activities  for the nine months ended  September 30,
2003 was approximately  $651 thousand compared to $485 thousand of cash provided
by operating  activities  during the comparable  period in 2002. The significant
change  is  due  directly  to  the   divestiture  of  Fei  Yun  Viking  and  its
subsidiaries.

Net cash used in investing  activities  for the nine months ended  September 30,
2003  was  approximately  $1,423  thousand  compared  to $564  thousand  used in
investing  activities in the comparable period in 2002. The current period's use
of funds is primarily due to the  divestiture of $1,379 thousand in cash as part
of the divestiture of Fei


                                                                              20
<PAGE>

Yun Viking.  The balance of $44 thousand in funds used is also due to activities
at Fei Yun Viking  prior to its sale.  In the same period last year,  all of the
use of funds for investing activities also related to operations in China.

Net cash provided by financing  activities  for the nine months ended  September
30, 2003 was approximately $684 thousand versus $268 thousand for the comparable
period in 2002.  During the current nine months ended  September  30, 2003,  the
financing amounts relate to Parent Operations  activities  including proceeds of
$171 thousand  from the sale of stock and a net $513  thousand  from  promissory
notes ($782  thousand new, net,  less $269 thousand in  repayments).  During the
comparable period in 2002, the financing was from a mixture of Parent Operations
activities  and  activities  at Fei  Yun  Viking  including  approximately  $761
thousand  of capital  contributions,  a net  decrease  of notes  payable of $780
thousand  and $287  thousand  in proceeds  from the sale of common  stock of the
Company.

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.


PART II - OTHER INFORMATION

Item 2. Changes in Securities

During the three month  period ended  September  30,  2003,  the Company  issued
common  restricted  shares  (Class  A  Common)  in  private  transactions  under
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;  1,900,000  common  restricted
shares were issued for $76,000  cash.  The Company  also issued  465,182  common
restricted shares in payment of promissory notes principal and interest totaling
$23,259.
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
or any 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 our annual report
on Form 10-KSB and to 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

                                                                              21
<PAGE>

     on our ability to overcome substantial obstacles,  such as the availability
     of acquisition  candidates,  our ability to compete successfully with other
     potential acquirors 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 additional 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 outstanding common stock at September 30, 2003, 20,563,332
     shares are currently freely trading shares, and the remaining approximately
     37,848,919 common restricted shares may be eligible for removal of 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 market place. Moreover, we benefit from
     and rely on the substantial  experience of all our executives and advisors.
     We  compete  for  qualified  employees  and  advisors.  If we are unable to
     recruit and retain qualified employees and advisors at competitive salaries
     or fees, 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
     including but not limited to a) compliance  costs  consisting  primarily of
     audit accountants and attorneys b) capital  expenditure and c) 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 may acquire  businesses in the Food and Beverage  Industry.
         Consequently,  risks  pertaining  to competing in this industry must be
         considered.

     The food and  beverage  industry,  and the markets  within the  industry in
     which the Company may compete,  are highly competitive,  and are subject to
     various risks,  including,  but not limited to: adverse  changes in general
     economic  conditions;   evolving  consumer  preferences;   nutritional  and
     health-related  concerns;  federal,  state and local  food  inspection  and
     processing  controls;  consumer product liability claims;  risks of product
     tampering; and the availability and expense of liability insurance. Product
     recalls  are  sometimes  required  in the food  and  beverage  industry  to
     withdraw  contaminated or mislabeled products from the market. In addition,
     there are risks

                                                                              22
<PAGE>

     pertaining to raw  materials  and the suppliers of such raw materials  that
     include changing market prices.  The prices for raw materials  fluctuate in
     response to a number of factors,  including, but not limited to, changes in
     the  United   States   government   farm  support   programs,   changes  in
     international   agricultural  and  trading  policies,   weather  and  other
     conditions during the growing and harvesting seasons.


     7)   Prior to the  divestiture of our Chinese  subsidiaries,  substantially
          all of our assets and revenues were derived from  businesses in China.
          We  currently  hold  assets due from and  collateralized  by a Chinese
          business.  The Company may conduct other business  activities in China
          in the future.  Additional  risks pertaining to operating in a foreign
          country must be considered.

          The  Chinese  government  could  change its  policies  toward  private
          enterprise or even  nationalize  or expropriate  private  enterprises,
          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 cause a total
               loss  of our  investment  in  China  and 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.

                    We and our  subsidiaries  have in the  past,  and may in the
               future,  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 such  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.

          Business licenses are required and may not be renewed.

                    Activities in China require  business  licenses from various
               Chinese  governmental  entities.  The licenses  that we have been
               required  to hold in the past and may be  required to hold in the
               future are subject to periodic  review and  approval.  We are not
               certain that the Chinese  government  will renew such licenses or
               that it will not revoke such licenses with little,  if any, prior
               notice.

                                                                              23
<PAGE>

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

                    Prior to the  divestiture  of Fei Yun  Viking,  our  largest
               asset  was  our   interest   in  Sunshine   Plaza/Golden   Horse.
               Additionally,  we may  purchase  other real estate  interests  in
               China in the  future.  Any real  estate  business  we may conduct
               would be  severely  affected  if a natural  or  manmade  disaster
               damages  the site or the  structures  upon which it is  situated.
               Fire fighting and disaster relief and assistance in China are not
               well developed by Western standards. Damaged residential,  office
               and retail space,  losses from the  interruption  of our business
               and  negative  publicity  resulting  from a  natural  or  manmade
               disaster would  adversely  affect any real estate business we may
               be conducting.  We do not have business  interruption  insurance.
               Although the Company may maintain property damage insurance,  the
               insurance  policy may not be  enforceable in every  instance,  or
               sufficient  to cover all  losses  that  result  from  manmade  or
               natural disasters.

Item 6.  Exhibits and Reports on Form  8-K

a)       Exhibits

Exhibit
Number            Description of Exhibit
------            ----------------------

   2.1   Contract for disposition of 96% of  Beijing  Fei Yun Viking
         Enterprises Co., Ltd.                                               (a)
   3.1   Amended and Restated Articles of  Incorporation  of  Viking
         Capital Group, Inc.                                                 (b)
   3.2   Amendment to Amended and Restated Articles of Incorporation
         of Registrant                                                       (c)
   3.3   Bylaws of Viking Capital Group, Inc. as amended                     (d)
  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
  32.2   Section 906 Certification Of Chief Financial Officer


Note
---

(a)      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.
(b)      Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's Form 14A (File No. 0-22744) for 1996.
(c)      Incorporated  by reference  pursuant to Exchange Act Rule 12b-23 to the
         Registrant's Form 10KSB for fiscal year 2001.
(d)      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.


b)       Reports on Form 8-K

         No reports were filed on Form 8-K during the current quarter.



              (The remainder of this page is intentionally blank.)






                                                                              24
<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 14, 2003       By:  /s/ William J. Fossen
                                    -----------------------------
                                    William J. Fossen
                                    Chief Executive Officer


Dated: November 14, 2003       By:  /s/ Matthew W. Fossen
                                    -----------------------------
                                    Matthew W. Fossen
                                    Chief Financial Officer
                                    President














                                                                              25