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, 1997

                                       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, 1997,  16,805,759  shares of Common Stock of the issuer
were  outstanding.  As of September 30, 1997,  100,000  shares of Class B Common
Stock of the issuer were outstanding.

                                       1
<PAGE>




                           VIKING CAPITAL GROUP, INC.



                                      INDEX

<TABLE>
<S>                                                                                 <C>    

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

      Item 1. Financial Statements

         Consolidated Balance Sheets - September 30, 1997 and 12/31/1996              3

         Consolidated Statements of Operations - For the three
         months ended September 30, 1997, 1996, and November 12, 1986                 5

         Consolidated Statements of Operations - For the nine
         months ended September 30, 1997, 1996, and November 12, 1986                 6

         Consolidated Statements of Cash Flows - For the nine
         months ended September 30, 1997 and 1996                                     7

         Notes to Consolidated Condensed Financial Statements                         9


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


PART II - OTHER INFORMATION

      Item 5. Other Information                                                      12
      Item 6.  Exhibits and Reports on Form 8-K                                      12


SIGNATURES                                                                           14
EXHIBITS                                                                             15 

</TABLE>

                                        2


<PAGE>

<TABLE>
<CAPTION>
                           VIKING CAPITAL GROUP, INC.
                        (A Development Stage Enterprise)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS

<S>                                                                             <C>    

                                                        September 30,   December 31,
                                                           1997             1996
CURRENT ASSETS
  Cash                                                      $ 50,387    $ 45,580
  Accounts receivable                                           --        99,703
  Notes and accounts receivable and accrued interest          81,026      72,485
  Prepaid expense                                               --           588

     Total current assets                                    131,413     218,356
                                                            --------    --------

Office furniture and equipment, net                          133,962     117,002

OTHER ASSETS
  Other assets                                                31,367      31,767
  Accounts receivable, non-current                            50,000        --
                                                            --------    --------
     Total other assets                                       81,367      31,767
                                                            --------    --------

TOTAL ASSETS                                                $346,742    $367,125
                                                            ========    ========
</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
                                   (Unaudited)


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<S>                                                                             <C>           <C>    

                                                                              September 30,    December 31,
                                                                                  1997             1996
                                                                              -------------    ------------ 
CURRENT LIABILITIES
  Accounts payable and accrued expenses                                      $      65,928     $    103,241
  Accrued payroll and payroll taxes                                                327,466          306,092
  Lease obligation, current portion                                                 27,090                -
  Note payable and accrued interest                                                919,194          359,829
                                                                              ------------      -----------
     Total current liabilities                                                   1,339,678          769,162
                                                                              -------------     -----------

LONG-TERM DEBT
  Notes payable                                                                     10,000                -
  Obligations under capital leases, less current portion                            64,585           76,565
                                                                              ------------      -----------
     Total liabilities                                                          1,414,263           845,727
                                                                              ------------      -----------
                                                                               
STOCKHOLDERS' DEFICIT
  Common stock $0.001 par value;  150,000,000 shares authorized;  16,805,759 and
     13,971,720 issued and outstanding as of September
     30, 1997 and December 31, 1996, respectively                                   16,806           13,971
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                                        100              100

  Paid-in capital                                                                3,717,291        3,304,675

  Deficits accumulated in the development stage                                 (4,795,312)      (3,790,942)
                                                                              ------------      -----------
                                                                                (1,061,115)        (472,196)
                                                                              ------------      -----------

  Less treasury stock - 25,625 shares at cost                                       (6,406)          (6,406)
                                                                              ------------      -----------

     Total stockholders' deficit                                                (1,067,521)        (478,602)
                                                                              ------------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  $     346,742     $    367,125
                                                                              ============      ===========

</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, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<S>                                                                             <C>          <C>         


                                                                   Three months ended           Period from
                                                                      September 30,            November 12, 1986
                                                                 1997             1996        to September 30, 1997
                                                               --------        ---------     ----------------------

Revenue                                                   $     73,344     $    106,931         $      698,721

Cost and expenses
   Depreciation and amortization                                 9,799            1,011                 43,065
   General and administrative expenses                         467,758          355,119              5,165,311
                                                           -----------      -----------          -------------
       Total cost and expenses                                 477,557          356,130              5,208,376
                                                           -----------      -----------          -------------

   Loss from operations                                       (404,213)        (249,199)              (4,509,655)

Other income (expenses)
   Interest income                                               2,585            1,841                 23,714
   Interest and penalty expense                                (27,590)          (7,591)              (135,038)
   Other                                                             -                -                (37,260)
                                                           -----------      -----------          --------------
       Total other income/expense                              (25,005)          (5,750)              (148,584)
                                                           -----------      -----------          -------------

Loss before income taxes                                      (429,218)        (254,949)            (4,658,239)

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

Net loss                                                  $   (429,218)    $   (254,949)        $   (4,658,271)
                                                           ===========      ===========          =============

Loss per common share attributable to
   common stockholders
     Primary                                                  $(.027)           $(.017)
     
Weighted average common shares outstanding
   Primary                                                  15,411,557       14,240,287
  
Dividends per share of preferred stock                        $     -           $    -

</TABLE>





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

                                       5
<PAGE>


<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                Nine months ended September 30, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<S>                                                                             <C>          <C>    

                                                                 Nine months ended              Period from
                                                                   September 30,               November 12, 1986
                                                               1997             1996          to September 30, 1997
                                                             --------        ---------        ---------------------

Revenue                                                   $    186,363     $    196,257          $     698,721

Cost and expenses
   Depreciation and amortization                                28,347            1,661                 43,065
   General and administrative expenses                       1,078,442        1,006,520              5,165,311
                                                           -----------      -----------           ------------
       Total cost and expenses                               1,106,789        1,008,181              5,208,376
                                                           -----------      -----------           ------------

   Loss from operations                                       (920,426)        (811,924)            (4,509,655)

Other income/expenses
   Interest income                                               7,753            5,288                 23,714
   Interest and penalty expense                                (69,159)         (19,636)              (135,038)
   Other                                                             -                -                (37,260)
                                                           -----------      -----------           -------------
       Total other income/expense                              (61,406)         (14,348)              (148,584)
                                                           -----------      -----------           ------------

Loss before income taxes                                      (981,832)        (826,272)            (4,658,239)

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

Net loss                                                  $   (981,832)    $   (826,272)         $  (4,658,271)
                                                           ===========      ===========           ============

Loss per common share attributable to
   common stockholders
     Primary                                                  $(.067)           $(.059)
     
Weighted average common shares outstanding
   Primary                                                  14,513,400       13,788,926
   
Dividends per share of preferred stock                        $      -           $    -


</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, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<S>                                                                             <C>          <C>    

                                                               Nine months ended                   Period from
                                                                   September 30,                November 12, 1986
                                                               1997             1996          to September 30, 1997
                                                             --------        ---------        ---------------------

Cash flows from operating activities
   Net loss                                             $     (981,832)   $    (826,272)        $   (4,658,271)
   Non-cash charges included in operations
     Depreciation and amortization                              28,347            1,662                 43,064
     Common stock issued for services and interest             346,451          209,843              1,385,166
     Note payable issued for services                                -                -                  6,405
     Common stock issued for services and
       accrued expenses                                              -                -                 30,434
     Provision for doubtful notes receivable                         -                -                 52,754
     Common stock issued for interest payable                        -                -                 20,102
     Loss on assets                                                  -                -                 15,000
   Changes in assets and liabilities
     Accounts receivable                                        49,703          (49,630)               (50,000)
     Prepaid expenses                                              588           36,018                    985
     Accrued interest receivable                                     -           (5,289)                (6,623)
     Deposits                                                      400                -                (31,767)
     Accounts payable and accrued expenses                     (37,313)         (10,436)                65,928
     Accrued payroll and payroll taxes                          21,374           35,564                327,466
                                                          ------------     ------------          -------------
       Net cash used for operating activities                 (572,282)        (608,540)            (2,799,357)

Cash flows from investing activities
   Capital expenditures                                        (26,678)          (6,551)               (52,588)
   Loans made                                                  (10,541)         (68,750)              (214,049)
   Loan repayments                                               2,000            5,000                 17,500
   Other                                                             -                -                (15,000)
                                                          ------------     ------------          -------------
       Net cash used for investing activities                  (35,219)         (70,301)              (264,137)

Cash flows from financing activities
   Stock sale expenses                                               -                -                (11,716)
   Proceeds from sale of common stock                           52,500          601,850              1,773,493
   Proceeds from notes payable                                 718,862          156,590              1,955,348
   Principal repayments of notes payable                      (133,497)         (35,000)              (516,441)
   Principal payments on capital lease obligations              (3,018)               -                 (3,018)
   Shareholder distributions(see footnote)                     (22,539)         (49,255)               (86,632)
   Security deposit                                                  -          (21,517)                     -
   Proceeds from preferred stock sale                                -                -                 20,000
   Repurchase of preferred stock                                     -          (11,319)               (11,319)
   Preferred dividends paid                                          -             (300)                (5,834)
                                                          ------------     ------------          -------------
       Net cash provided by financing activities               612,308          641,049              3,113,881

Increase (decrease) in cash                                      4,807          (37,792)                50,387

</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, 1997 and 1996 and
         Period from November 12, 1986 (inception) to September 30, 1997

<S>                                                                             <C>           <C>   

                                                               Nine months ended  Period from
                                                                   September 30,                November 12, 1986
                                                               1997             1996           to September 30, 1997
                                                             --------        ---------         ---------------------

Cash at beginning of period                                     45,580           77,123                      -
                                                          ------------     ------------          -------------
Cash at end of period                                   $       50,387    $      39,331         $       50,387
                                                         =============     ============          =============

Cash flow information:
   Interest paid                                           $         -      $     5,563            $    34,642
   Income taxes paid                                       $         -      $         -            $        32

Non-cash investing activities:
   Common stock issued for:
     Acquisition of Triple A                               $    34,864      $         -            $    34,864
     Acquisition of NIAI                                   $    10,000      $         -            $    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:
   Services                                                $   344,591      $   209,843            $   890,612
   Repayment of notes payable                                   16,000           12,500                321,357
   Payment of interest                                           1,860              150                 20,103
   Payment of accounts payable                                       -                -                 15,000
   Conversion of preferred stock                                     -                -                100,000
   Payment of preferred stock dividend                               -                -                 25,556

Note payable issued for services                           $         -      $         -            $     3,200
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                $    18,128      $         -            $   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,
1996.

In the opinion of  management,  the  unaudited  interim  consolidated  financial
statements of the Company contains all adjustments,  consisting only of those of
a normal recurring nature,  necessary to present fairly the Company's  financial
position  and the  results  of its  operations  and cash  flows for the  periods
presented.  The  preparation  of financial  statements in  accordance  with GAAP
requires  management  to make  estimates  and  assumptions.  Such  estimates and
assumptions  affect the reported amounts of assets and  liabilities,  as well as
the  disclosures  of  contingent  assets  and  liabilities  at the  date  of the
financial  statements,  and the reported  amounts of revenue and expenses during
the reporting  period.  Actual  results could differ from those  estimates.  The
current period results of operations are not  necessarily  indicative of results
which ultimately will be reported for the full year ending December 31, 1997.


2. BUSINESS COMBINATIONS

During the quarter ended September 30, 1997, the Company acquired two additional
companies:  Triple A Annuity Marketing Inc. ("Triple A") and N.I.A.I.  Insurance
Administrators,  Inc. ("NIAI").  Both acquisitions were accounted for as pooling
of interests.  Pursuant to the Reorganization Agreement dated September 4, 1997,
the Company  acquired all of the  outstanding  stock of Triple A in exchange for
500,000 shares of Common Stock.  Pursuant to the Reorganization  Agreement dated
August 8, 1997,  the Company  acquired all of the  outstanding  stock of NIAI in
exchange  for  200,000  shares  of  Common  Stock.  The  Company's  consolidated
financial statements give retroactive effect to the acquisitions of Triple A and
NIAI for all periods  presented  herein.  The interim results of the Company for
the period from January 1, 1996 to September 30, 1996 have been restated for the
Triple A and NIAI acquisitions and include  retroactive  adjustments to weighted
average shares  outstanding and net loss per share.  NIAI had no activity during
these periods.  Restated total revenue, net income, and net loss per share after
giving effect to these acquisitions are summarized below:


                                     Three months ended September 30, 1996
                                     -------------------------------------
                                 As previously      Triple A
                                   Reported         Activity        As Restated
                                   --------         --------        -----------
     Revenue                     $    49,630       $   57,301      $   106,931
     Net income (loss)           $  (264,642)      $    9,693      $  (254,949)
     Net loss per share          $      (.02)                      $     (.017)

                                       9
<PAGE>



                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


2. BUSINESS COMBINATIONS - Continued

                                    Nine months ended September 30, 1996
                                    ------------------------------------
                                 As previously      Triple A
                                   Reported         Activity        As Restated
                                   --------         --------        -----------
     Revenue                     $    49,630       $  146,627      $   196,257
     Net income (loss)           $  (886,664)      $   60,392      $  (826,272)
     Net loss per share          $     (.066)                      $     (.059)



3. SOFTWARE LICENSING AGREEMENT

On July 21, 1997,  the Company  entered into an agreement  for the  licensing of
certain  proprietary  software  to a Company  shareholder.  Total  consideration
received  under the  agreement  totals  $400,000  which is to be paid out over a
period of ten  years  plus  interest  at seven  percent.  The  Company  holds as
collateral  250,000  shares of Viking  Capital  Group,  Inc.  common stock.  The
Company has recorded the sale and related receivable based upon the value of the
underlying  collateral,  totaling $50,000.  All other amounts will be recognized
when received.

4. EQUITY TRANSACTIONS

During the current quarter certain expenses were paid in stock rather than cash.
These  amounts  included  consulting  and other  services of  $182,575  (912,873
shares),  loan  incentives of $9,300 (46,500  shares),  and other  miscellaneous
expenses  totaling  $133,316  (666,580 shares) for a total of $325,191  non-cash
expenditures.  Of the services paid for in stock,  $30,000  (150,000 shares) was
paid to Matthew W. Fossen for his services.

5. OPTIONS ISSUED

During the current quarter, the company issued 1,048,958 common restricted share
options with  exercise  prices  between  $0.50 and $1.00 and a weighted  average
exercise price of $0.99.

6. OTHER

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

Management has estimated that the Company will require an additional $300,000 to
$500,000 to operate  until phase two is  completed.  Phase two of the  Company's
plans to acquire an  insurance  company and to acquire  books of  business  from
existing insurance companies will require additional capital.

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, its current financial condition may
be affected adversely, and such affects may be material.

7. SUBSEQUENT TO SEPTEMBER 30, 1997

Subsequent to September 30, 1997,  approximately  300,000 shares of common stock
were issued for services to unrelated parties and 300,000 shares of common stock
were issued to related  parties in connection  with their service as new members
on the board of directors.

8. SHAREHOLDER DISTRIBUTION

Shareholder  distributions  listed on the consolidated  statements of cash flows
are  related to activity at Triple A Annuity  Marketing,  Inc.  only and results
from Triple A's having previously operated as a Subchapter S coproration.

                                       10
<PAGE>

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


Material Changes in Results of Operations

     During the three  month  period  ended  September  30,  1997,  the  company
continued in its efforts to secure  capital and  implement  its proposed plan of
business.  In the  course  of its  efforts  to  fulfill  its  strategic  plan of
operation  it  has  acquired,   through  two  stock  for  stock  agreements,  an
administration  company,  NIAI Insurance  Administrators,  Inc., in exchange for
200,000 common  restricted  shares,  and a marketing  company,  Triple A Annuity
Marketing, Inc. in exchange for 500,000 common restricted shares. NIAI Insurance
Administrators,  Inc.  does not have any  operating  revenues  and  provides the
software and  management  necessary to  administrate  life,health & accident and
annuity type insurance business.  Triple A Annuity Marketing, Inc. had operating
revenues of $23,344 for the three months ended  September  30, 1997 and $136,363
for the nine months ended September 30, 1997. Triple A Annuity  Marketing,  Inc.
sells life and annuity  products and submitted such business to various carriers
during the nine month period ended  September  30, 1997 with annual  premiums of
approximately $15,394,000.

     In connection with its efforts to attract capital and implement its plan of
business,  the Company incurred general and administrative  expenses of $467,758
and reported  net losses of $429,218 for the three month period ended  September
30,  1997.  For the nine month  period ended  September  30,  1997,  general and
administrative  costs were  $1,078,442  and the  Company  reported a net loss of
$981,832.  Common stock was issued during the three month period ended September
30, 1997 to pay for $325,191 of the total expenses incurred in such period.

Material Changes in Financial Condition, Liquidity and Capital Resources

     The Company had a cash balance of $50,387 at September 30, 1997. During the
third  quarter of 1997,  the company  raised  $137,000 via short term loans from
unrelated parties and an additional $25,000 through private sale of stock.

     Even after the receipt of $162,000  from these  sources,  the Company lacks
adequate  financing  to  implement  its full plan of  business or to sustain its
operations  beyond the  following  twelve  months.  Management  believes that to
support the first  stage of the  Company's  plan of  operations,  involving  the
supporting of the operations of its  subsidiaries;  Viking  Insurance  Services,
Inc.,  Viking  Financial  Services,  Inc.,  Viking  Administrator,   Inc.,  NIAI
Insurance Administrators,  Inc. and Viking Systems Inc., will require additional
capital over the next twelve months.  Triple A Annuity  Marketing,  Inc. is self
sufficient and will not require  specific  additional  funds in the  foreseeable
future. The Company is currently  evaluating various options to raise additional
capital,  including  possible  placements  of  debt  and  equity.  There  is  no
assurance,  however,  that the Company will be successful in securing additional
financing and,  therefore,  there is no assurance that the Company can implement
its full plan of operations.

                                       11
<PAGE>

                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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

Subsequent events:

     Tommy Walker resigned from the Board of Directors but remains an adviser to
the management on an as needed basis.  Matthew W Fossen and Richard W Pryor were
appointed  to the  board of  directors.  Mr.  Fossen  was also  appointed  chief
financial  officer,  treasurer,  and  secretary of the company and Mr. Pryor was
appointed executive vice  president-technology and chairman,president and CEO of
Viking Systems, Inc., a wholly owned subsidiary of the company.


Item 6. Exhibits and Reports on Form 8-K

     

         a)       Exhibit  2.1     Stock for Stock agreement - Plan of
                                   Reorganization
                                   Triple A Annuity Marketing, Inc.
                  Exhibit 21.1     List of subsidiaries of the Registrant
                  Exhibit 27.1     Financial Data Schedule

 
         b) Form 8-K filed on 9/19/97  reporting  the stock for stock  agreement
between  Triple A Annuity  Marketing,  Inc. and  Registrant.  At the time of the
filing of the Report,  it was impracticable for the Registrant to provide any of
the financial  statements for the acquired  business  required by Item 7 of Form
8-K promulgated by the Commission under the Securities and Exchange Act of 1934,
as amended  (the  "Act").  Accordingly,  the  Registrant  will file the required
financial  statements,  if any,  as  soon as  practicable,  but not  later  than
November 18, 1997, as required by Item 7 of Form 8-K.




                                       12

<PAGE>


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


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


2.1                      Stock  for  Stock  agreement  - Plan of  Reorganization
                         between Registrant and Triple A Annuity Marketing, Inc.
                         (exhibits  and  schedules  omitted)   (incorporated  by
                         reference to  Exhibit2.2  to the  Registrant's  Current
                         Report  on  Form  8-K  dated   9/19/97) 
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,  1997                     By:  \s\  William J. Fossen
                                                   ---------------------------
                                                   William J. Fossen, President


Dated: November 13, 1997                      By:  \s\  William J. Fossen
                                                   ---------------------------
                                                   William J. Fossen
                                                   Chief Financial and
                                                   Accounting Officer




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<PAGE>



                                      EX-21
                         Subsidiaries of the Registrant



                                  EXHIBIT 21.1


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

The following are current subsidiaries of Registrant.

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

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



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