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, 2000

                                       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, 2000, approximately 35,294,066 shares of Common Stock of the
issuer were  outstanding.  As of September 30, 2000,  100,000  shares of Class B
Common Stock of the issuer were outstanding.

<PAGE>

                           VIKING CAPITAL GROUP, INC.



                                      INDEX

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

  Item 1. Financial Statements

     Consolidated Balance Sheets - September 30, 2000(unaudited) and
      December 31, 1999                                                        3

     Consolidated Statements of Operations(unaudited) - For the three
      months ended September 30, 2000 and 1999, and for the period from
      inception (November 12, 1986) to September 30, 2000                      5

     Consolidated Statements of  Operations(unaudited) - For the nine
      months ended September 30, 2000 and 1999, and for the period from
      inception (November 12, 1986) to September 30, 2000                      6

     Consolidated  Statements of Cash Flows(unaudited) - For the nine
      months ended September 30, 2000 and 1999, and for the period from
      inception(November 12, 1986) to September 30, 2000                       7

     Notes to Consolidated Condensed Financial Statements(unaudited)           9


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


PART II - OTHER INFORMATION

  Item 2. Changes in Securities                                               13

  Item 5. Other Information                                                   13
  Item 6.  Exhibits and Reports                                               13


SIGNATURES                                                                    15
EXHIBITS                                                                      16


                                       2

<PAGE>

<TABLE>

<CAPTION>

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


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

CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                                              (Unaudited)

                                                             September 30,    December 31,
                                                                   2000            1999
                                                             -------------   -------------
<S>                                                          <C>             <C>
CURRENT ASSETS

  Cash                                                       $       6,323   $       8,434
  Accounts receivable                                                 --            14,024
  Notes and other accounts receivable and accrued interest         101,329          76,617
                                                             -------------   -------------
     Total current assets                                          107,652          99,075
                                                             -------------   -------------

OFFICE FURNITURE, EQUIPMENT, SOFTWARE AND
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, NET                        722,060         823,260

OTHER ASSETS                                                        85,027          90,359
                                                             -------------   -------------

TOTAL ASSETS                                                 $     914,739   $   1,012,694
                                                             ==============  =============

</TABLE>






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

                                       3

<PAGE>

<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                         (Unaudited)

                                                                        September 30,   December 31,
                                                                             2000            1999
                                                                        ------------    ------------
<S>                                                                     <C>             <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                 $    385,764    $    463,997
  Accrued officers' payroll                                                1,203,299         921,422
  Lease obligation, current portion                                           14,090          20,923
  Note payable and accrued interest                                          268,670         219,201
                                                                        ------------    ------------
     Total current liabilities                                             1,871,823       1,625,543
                                                                        ------------    ------------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                       1,703          14,389
                                                                        ------------    ------------
     Total liabilities                                                     1,873,526       1,639,932
                                                                        ------------    ------------


STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     Series A Preferred Stock $1.00 par value; 2,500,000 shares
        authorized, no shares issued and outstanding                            --              --
     Series AA Preferred Stock $1.00 par value; 6,000,000 shares
        authorized, no shares issued and outstanding                            --              --
  Common stock $0.001 par value; 150,000,000 shares authorized;
     35,819,691 and 32,029,192 issued and outstanding as of September
     30, 2000 and December 31, 1999, respectively                             35,819          32,029
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                                  100             100
  Paid-in capital                                                         10,147,648       9,197,191
  Deficits accumulated in the development stage                          (10,269,114)     (9,062,318)
                                                                        ------------    ------------
                                                                             (85,547)        167,002

  Less treasury stock - 525,625 shares at cost                               (41,206)        (41,206)
  Less stock issued for notes receivable                                    (832,034)       (753,034)
                                                                        ------------    ------------

     Total stockholders' deficit                                            (958,787)       (627,238)
                                                                        ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $    914,739    $  1,012,694
                                                                        ============    ============

</TABLE>



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

                                       4

<PAGE>

<TABLE>

<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
               Three months ended September 30, 2000 and 1999 and
        Period from November 12, 1986 (inception) to September 30, 2000

                                                   Three months ended            Period from
                                                      September 30,            November 12, 1986
                                                  2000            1999       to September 30, 2000
                                             ------------    ------------    ---------------------
<S>                                          <C>             <C>                  <C>
Revenue                                      $       --      $       --           $    475,060
Cost of Revenue                                      --              --                 91,324
                                             ------------    ------------         ------------
Gross Profit                                         --              --                383,736
                                             ------------    ------------         ------------

Cost and expenses
   Depreciation and amortization                   72,219          12,164              232,118
   General and administrative expenses            415,988         383,034           10,177,269
                                             ------------    ------------         ------------
       Total cost and expenses                    488,207         395,198           10,409,387
                                             ------------    ------------         ------------

   Loss from operations                          (488,207)       (395,198)         (10,025,651)

Other income(expenses)
   Interest income                                    767          12,903              104,509
   Interest and penalty expense                    (7,846)         (8,453)            (275,251)
   Other                                             (751)         (1,288)             (41,501)
                                             ------------    ------------         ------------
       Total other income(expense)                 (7,830)          3,162             (212,243)
                                             ------------    ------------         ------------

Loss before income taxes                         (496,037)       (392,036)         (10,237,894)

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

Net loss                                     $   (496,037)   $   (392,036)        $(10,237,926)
                                             ============    ============         ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.014)   $      (.013)


Weighted average common shares outstanding     34,356,323      30,068,565




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

                                       5

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                Nine months ended September 30, 2000 and 1999 and
        Period from November 12, 1986 (inception) to September 30, 2000

                                                   Nine  months ended             Period from
                                                      September 30,            November 12, 1986
                                                  2000            1999       to September 30, 2000
                                             ------------    ------------    ---------------------

Revenue                                      $     15,666    $       --           $    475,060
Cost of Revenue                                    13,366            --                 91,324
                                             ------------    ------------         ------------
Gross Profit                                        2,300            --                383,736
                                             ------------    ------------         ------------

Cost and expenses
   Depreciation and amortization                  101,201          33,955              232,118
   General and administrative expenses          1,101,356       1,345,686           10,177,269
                                             ------------    ------------         ------------
       Total cost and expenses                  1,202,557       1,379,641           10,409,387
                                             ------------    ------------         ------------

   Loss from operations                        (1,200,257)     (1,379,641)         (10,025,651)

Other income(expenses)
   Interest income                                 19,582          36,130              104,509
   Interest and penalty expense                   (21,707)        (23,227)            (275,251)
   Other                                           (4,415)            625              (41,501)
                                             ------------    ------------         ------------
       Total other income(expense)                 (6,540)         13,528             (212,243)
                                             ------------    ------------         ------------

Loss before income taxes                       (1,206,797)     (1,366,113)         (10,237,894)

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

Net loss                                     $ (1,206,797)   $ (1,366,113)        $(10,237,926)
                                             ============    ============         ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.036)   $      (.047)


Weighted average common shares outstanding     33,520,759      29,014,228


</TABLE>



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

                                       6

<PAGE>

<TABLE>

<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                Nine months ended September 30, 2000 and 1999 and
        Period from November 12, 1986 (inception) to September 30, 2000

                                                               Nine months ended             Period from
                                                                 September 30,            November 12, 1986
                                                             2000            1999       to September 30, 2000
                                                        ------------    ------------    ---------------------
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities
   Net loss                                             $ (1,206,797)   $ (1,366,113)        $(10,237,926)
   Non-cash charges included in operations
     Allowance for doubtful accounts/bad debt expense           --              --                 65,062
     Depreciation and amortization                           101,201          33,955              232,118
     Common stock issued for services and interest           319,799         274,839            2,606,512
     Note payable issued for services                           --              --                  6,860
     Common stock issued for services and
       accrued expenses                                         --              --                187,672
     Provision for doubtful notes receivable                    --              --                 52,754
     Common stock issued for interest payable                   --              --                141,296
     Loss on assets                                             --              --                 15,000
     Advances to stockholder expensed to consulting             --              --                 57,706
   Changes in assets and liabilities
     Accounts receivable                                      14,024           5,193                  205
     Accrued interest receivable                              15,288         (23,811)             (33,889)
     Deposits                                                   --              --                (31,767)
     Other assets                                              5,332         (14,686)             (52,675)
     Accounts payable and accrued expenses                   (71,265)       (116,283)             426,197
     Accrued payroll and payroll taxes                       281,877         254,232            1,201,510
                                                        ------------    ------------         ------------
       Net cash used for operating activities               (540,541)       (952,674)          (5,363,365)

Cash flows from investing activities
   Capital expenditures                                         --          (166,982)            (837,940)
   Loans made                                                (60,000)        (77,500)            (375,748)
   Loan repayments                                              --             8,200               94,500
   Other                                                        --              --                (15,050)
                                                        ------------    ------------         ------------
       Net cash used for investing activities                (60,000)       (236,282)          (1,134,238)

Cash flows from financing activities
   Stock sale expenses                                          --              --                (11,716)
   Proceeds from sale of common stock                        535,249       1,119,751            4,704,888
   Proceeds from notes payable                               178,000          76,800            2,632,071
Principal repayments of notes payable                        (95,300)        (11,322)            (732,319)
   Principal payments on capital lease obligations           (19,519)         (8,889)             (91,845)
   Proceeds from preferred stock sale                           --              --                 20,000
   Repurchase of preferred stock                                --              --                (11,319)
   Preferred dividends paid                                     --              --                 (5,834)
                                                        ------------    ------------         ------------
       Net cash provided by financing activities             598,430       1,176,340            6,503,926

Increase (decrease) in cash                                   (2,111)        (12,616)               6,323


</TABLE>

                                  - continued -

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

                                       7

<PAGE>

<TABLE>

<CAPTION>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                Nine months ended September 30, 2000 and 1999 and
        Period from November 12, 1986 (inception) to September 30, 2000

                                                          Nine months ended           Period from
                                                            September 30,          November 12, 1986
                                                          2000         1999      to September 30, 2000
                                                       ----------   ----------   ---------------------
<S>                                                    <C>          <C>          <C>
Cash at beginning of period                                 8,434       47,506              --
                                                       ----------   ----------        ----------
Cash at end of period                                  $    6,323   $   34,890        $    6,323
                                                       ==========   ==========        ==========

Cash flow information:
   Interest paid                                       $   13,459   $   23,227        $  116,767
   Income taxes paid                                   $     --     $     --          $       32

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

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

Common stock issued for:
   Repayment of notes payable                          $   20,198   $  158,818        $1,439,433
   Payment of interest                                 $    1,825   $   12,474        $  143,122
   Payment of accounts payable and exp reimbursement   $     --     $     --          $   15,000
   Conversion of preferred stock                       $     --     $     --          $  100,000
   Payment of preferred stock dividend                 $     --     $     --          $   25,556
   Notes Receivable                                    $   79,000   $  123,972        $  832,032
   Equipment                                           $     --     $     --          $   25,000

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

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

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

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


</TABLE>


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

                                       8

<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.  BASIS OF PRESENTATION

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

The consolidated interim financial statements included herein have been prepared
by the Company,  without  audit,  pursuant to the rules and  regulations  of the
Securities and Exchange Commission (the "SEC"). Certain information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally accepted  accounting  principals  ("GAAP") have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.  It  is  suggested  that  these  financial  statements  be  read  in
conjunction  with  the  consolidated  financial  statements  and  related  notes
included in the Company's  Form 10-KSB as of and for the year ended December 31,
1999.

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.

2.  SOFTWARE DEVELOPMENT COSTS

The Company has capitalized  certain  software  development  costs in accordance
with SFAS No. 86 (see below).

During 1999, the Company began to amortize software costs of $96,962  associated
with the  development  of an  e-commerce  web-site  and web based  demonstration
software  associated  with IP Banker and Benefits IP, using an estimated  useful
life of three  years.  The  remaining  software  development  costs of  $666,767
incurred for the Company's technical architecture/integrator are being amortized
over three years beginning in the third quarter of 2000.

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

                                       9

<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

3.  RELATED PARTY TRANSACTIONS

During the third quarter of 2000,  promissory  notes  totaling  $20,000.00  were
entered into with related parties.  The notes each bear interest of 12%, are due
upon demand, and are currently outstanding.

4.  OPTIONS ISSUED

During the first  quarter of 2000,  the Company  granted  603,752  share options
exercisable at $0.45 per share. All of these options are exercisable  within one
year and expire  within one year from the date of  issuance  and were  issued in
conjunction with common restricted stock sales.

During second  quarter of 2000,  the Company  granted  36,667 common  restricted
share  options  exercisable  at  $0.45  per  share.  All of  these  options  are
exercisable  within  one year and  expire  within  one year and were  issued  in
conjunction  with common  restricted stock sales. The Company also issued 26,241
common  restricted share options  exercisable at $0.30 per share.  These options
are exercisable  and expire within one year and were issued in conjunction  with
the conversion of a promissory note.

During the third quarter of 2000, the Company  reserved  shares for  performance
based options for one million five hundred  thousand common  restricted  shares.
These options are exercisable  upon the occurrence of certain  financial  events
should they occur within one year. If and when the options  become  exercisable,
they will expire within two years and are  exercisable at the rate of one dollar
per share.  The Company also granted  325,000  common  restricted  share options
exercisable  at $0.50 per share and  268,000  common  restricted  share  options
exercisable at $0.25 per share.  These options were issued in  conjunction  with
restricted stock sales and services. All of these options are exercisable within
one year and expire within one year of the date of issuance.

5.  GOING CONCERN

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

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

6.  EVENTS SUBSEQUENT TO SEPTEMBER 30, 2000

Subsequent to September 30, 2000, the Company  issued 248,000 common  restricted
shares for cash and 7,172 common  restricted  shares in conjunction with payment
of interest payable on a promissory note.


                                       10

<PAGE>

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

This  Quarterly  Report  on  Form  10-QSB  contains  certain   "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and information  relating to the Company and its  subsidiaries  that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this  report,  the  words  "anticipate,"  "believe,"  "estimate,"  "expect"  and
"intend" and words or phrases of similar  import,  as they relate to the Company
or  its   subsidiaries   or  Company   management,   are  intended  to  identify
forward-looking   statements.   Such  statements   reflect  the  current  risks,
uncertainties  and  assumptions  related to certain factors  including,  without
limitations,   changes  or  anticipated  changes  in  regulatory   environments,
competitive   factors,   general  economic   conditions,   customer   relations,
relationships  with  vendors,   the  interest  rate  environment,   governmental
regulation  and  supervision,   seasonality,   distribution  networks,   product
introductions  and  acceptance,   technological  change,   changes  in  industry
practices,  onetime  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.

Material Changes in Results of Operations

The  current  and prior  quarter's  activities  have been  focused  on  reducing
operating  costs and continuing  efforts to explore growth through  acquisition.
Management is using more than one source for potential  candidates  and believes
that an acquisition will result from such activities.

Prior to and  including  the current  quarter,  the Company has been  engaged in
preparing the necessary business alliances and relationships to fulfill its full
plan of operations including both growth through acquisitions and growth through
building of technology  based revenue streams through  non-acquisition  methods.
The  company's  plan for  non-acquisition  revenue  growth  has  focused  on its
business model of being an application service provider (ASP), formerly referred
to as a "service  bureau  environment",  in fee and  transaction  fee generating
areas.  These areas consist of internet  based  banking(IP  Banker) , securities
trading (IP Trader), human resource/benefit plan information (Benefits IP), life
insurance  information  relevant to policyholders  and agents (Universal IP) and
direct marketing organizations (IP Marketer).

In support of these  goals,  the Company  has  developed  software  capabilities
encompassing various aspects of each of these functions and is currently focused
on pursuing bank clients.  Sales efforts for bank clients have been hampered due
to lack of funds for sales support and financial  stability  factors required to
compete effectively. The Company has also developed strategic partners to handle
secure communications and bandwidth needs, implementation requirements,  ongoing
maintenance,  upgrade and training needs. The Company's marketing niche is small
to medium sized banks,  credit  unions,  S&L's etc.  focusing on their desire to
retain  their  current  customer  base and  enhance  fee  income  in the face of
sweeping  regulatory changes and increased services based competition  primarily
from larger institutions. Each service provided by or proposed to be provided by
the Company to a bank is added to the basic on-line banking service and marketed
through/with our bank client. Our business model generates additional fee income
for our clients by sharing fee income generated through the bank depositors' use
of  different  services.  The  business  model  has been  well  received  in the
marketplace and the Company intends to continue to pursue these customers.

The lack of  availability  of cash has been a  detriment  to the  Company in two
areas. The first area is that insurance company targets have almost  exclusively
desired a cash  purchase  and the  Company has not been able to move fast enough
before a competitor buys a potential  target.  The second area is that without a
larger cash and asset  balance,  bank  customers are not eager to sign contracts
for reasons of

                                       11

<PAGE>

stability.  While a lack of cash has  hindered  the  Company's
progress,  management  does not  believe  that it will  ultimately  prevent  the
Company from moving forward.

Management   is  actively   considering   options  for  the  Company   including
acquisitions of revenue producing technology companies,  with stock, that fit or
complement  our  business  model.   Other  companies,   companies  that  do  not
necessarily  fit our business  model,  may be considered if management  believes
that its assets or contracts  would  enhance the  Company's  ability to generate
revenues  and raise  additional  capital  for  further  growth.  Management  has
expanded the scope of its search to include  companies outside the United States
and considers this a significant addition to its strategy.  Management believes,
based upon  discussions  with  potential  targets,  that a stock  acquisition of
another  company  that is currently  producing  revenue  and/or has  significant
assets is viable. This method of growth is acceptable to Viking management.  The
Company is actively reviewing  acquisition  candidates as the most expedient way
to move the Company forward. The Company is also considering the spin-off of one
or more of its subsidiaries and joint ventures as potential tactical methods for
growth of shareholder value and the company as a whole.

The  Company is pursuing  and  intends to  continue to pursue its full  business
plan. On the insurance acquisition front, the Company continues to be solicited,
and  continues  to  entertain  such  solicitations,  by various  state and local
government  entities to place future acquired  insurance company  administrative
operations  in their  state or local  area.  The  Company  is  seeking  economic
incentive packages in the $20 to $30 million range in incentives and grants from
such entities.  It is anticipated that this administrative  business will employ
between 1,200 and 1,450 people.  The Company has also been  solicited by various
money managers to manage our future insurance  company  portfolios.  The Company
has currently  required that  soliciting  money managers must also be willing to
take an equity position in the Company.  Such  discussions  are ongoing.  If the
Company is successful in implementing  its plan of operations,  the Company will
be required to lease,  acquire, or construct  significant  additional facilities
and  equipment  and hire  substantial  additional  employees  to carry  out such
operations.

Material Changes in Financial Condition, Liquidity and Capital Resources

In  connection  with its efforts to attract  capital and  implement  its plan of
business,  the Company incurred losses for the quarters ended September 30, 2000
and 1999,  of $496,037  and  $392,036  respectively.  For the nine months  ended
September  30, 2000 and 1999,  the Company  incurred  losses of  $1,206,797  and
$1,366,113  respectively.  The cost  fluctuations  for the three and nine  month
periods are due primarily to costs associated with employees,  consultants,  and
contractors.  During 1999, the Company employed several individuals as employees
or contractors  who are no longer with the Company for the same periods in 2000.
Increased  depreciation  charges for the current and future  quarters  will also
increase  reported losses by approximately  $55,500 each quarter  resulting from
the amortization of capitalized software costs. This is a non-cash cost and will
not affect cash  requirements.  The Company  generated no revenue in the current
quarter or the same  quarter in 1999.  For the nine months ended  September  30,
2000, the company  generated  $15,666 in revenue versus zero for the same period
in 1999. The revenue  produced is related to the sale of Video  Conferencing PCs
and a specialty Multimedia board for PCs.

At September 30, 2000, the Company had cash on hand of $6,372, current assets of
$107,652  including  cash,  total  assets of $914,739 and  liabilities  totaling
$670,227  excluding accrued officer's salary of $1,203,299 for a total liability
of  $1,873,526.  Subsequent to September 30, 2000,  the Company  raised  $62,200
through sale of stock and promissory  notes.  The Company  anticipates  that the
funds on hand will not sustain  current  operations  beyond the first six months
and  are  not  sufficient  to  implement  any  of the  Company's  full  plan  of
operations.  Accordingly, in order to sustain operations past such period and to
implement  the  Company's  full plan of  operations,  the  Company  must  secure
additional  funds.  There can be no degree of assurance that the Company will be
successful  in  securing  additional  funds.  If the  Company is  successful  in
implementing its full plan of operations, the Company will be required to lease,
acquire or construct  significant  additional  facilities and equipment and hire
substantial additional employees to carry out such operations.


                                       12

<PAGE>

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities

During the quarter ended  September  30, 2000,  the Company  privately  sold for
cash, common  restricted  shares (Class A Common) to accredited  investors under
exemption  from  registration  under the Securities Act pursuant to Section 4(2)
and/or  Regulation  D, Rule 506.  In summary for the  current  quarter,  650,000
common  restricted  shares were  purchased  for $130,000  cash,  538,100  common
restricted shares were issued for services  rendered,  400,000 common restricted
shares were  issued in  conjunction  with a note  receivable  and 67,101  common
restricted  shares were isssued  pursuant to conversion of a promissory note and
accrued interest.

Item 5. Other Information

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

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

Item 6.  Exhibits and Reports

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









                                       13

<PAGE>


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


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


 2.1

21.1           List of Subsidiaries of the Registrant
27.1           Financial Data Schedule









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<PAGE>


                                   SIGNATURES

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

                                                   VIKING CAPITAL GROUP, INC.

Dated: November 13,  2000                      By:  /s/ William J. Fossen
                                                   -----------------------------
                                                   William J. Fossen, President


Dated: November 13, 2000                       By:  /s/ Matthew W. Fossen
                                                   -----------------------------
                                                   Matthew W. Fossen
                                                   Chief Financial Officer




                                       15