UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                       For the period ended March 31, 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 June 1,  2003,  approximately  54,232,980  shares of  Common  Stock of the
issuer were  outstanding.  As of June 1, 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 March 31, 2003 (Unaudited) and
         December 31, 2002....................................................3

     Consolidated Statements of Operations (Unaudited) for the
         three months ended March 31, 2003 and 2002...........................5

     Consolidated Statements of Cash Flows (Unaudited) for the
         three months ended March 31, 2003 and 2002...........................6

     Notes to Consolidated Financial Statements...............................8

Item 2. Management's Discussion and Analysis or Plan of Operations............12

Item 3. Controls and Procedures...............................................16


PART II. - OTHER INFORMATION

Item 2.  Changes in Securities................................................16

Item 5. Other Information.....................................................16

Item 6.  Exhibits and reports on Form 8-K.....................................19

SIGNATURES....................................................................20

EXHIBITS......................................................................23




<PAGE>
<TABLE>
<CAPTION>
                                                                                                                                 6

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                               (expressed in US $)


                                     ASSETS
                                     ------

                                                                     (unaudited)
                                                                       March 31,     December 31,
                                                                         2003            2002
                                                                     ------------    ------------
                                                                           (in thousands)
<S>                                                                  <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                         $          6    $      1,423
   Other receivables                                                            -             549
   Mortgage notes receivable                                                    -          13,226
   Notes receivable and accrued interest, (including related party
     amounts of  $115,000 and $113,000 at March 31, 2003
     (unaudited) and December 31, 2002, respectively) net of
     allowance of $191,000 att March 31, 2003(unaudited)
     and December 31, 2002                                                    157             113
   Deposit                                                                      -           1,210
   Real estate held for sale                                                    -          45,005
                                                                     ------------    ------------

        Total current assets                                                  163          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                                                                   13              35
                                                                     ------------    ------------

TOTAL ASSETS                                                         $      6,730    $    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)
                                                                                   March 31,      December 31,
                                                                                      2003            2002
                                                                                  -----------     -----------
                                                                                        (in thousands)
<S>                                                                               <C>             <C>
CURRENT LIABILITIES
  Current  maturities  of  long-term  debt and other  current  debts
     (including $212,800 and $188,000 due to related  parties at
     March 31, 2003 (unaudited)and December 31, 2002, respectively,
     net of unamortized debt discount of $26,584 at March 31, 2003
     (unaudited) and December 31, 2002)                                           $       896     $    20,147
  Accounts payable                                                                        137           9,851
  Accrued officers' salaryand payroll taxes                                             1,595           1,611
  Other accrued expenses                                                                   70          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                                                  2,698          80,098

LONG-TERM DEBT, less current portion                                                        -          25,531
                                                                                  -----------     -----------

TOTAL LIABILITIES                                                                       2,698         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 March 31, 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,
     70,658,605 and 69,864,951 shares issued at March 31, 2002
     (unaudited) and December 31, 2002, respectively                                       71              70
  Common stock Class B $0.001 par value; 100,000 shares authorized,
     issued and outstanding                                                                 -               -
  Additional paid-in capital                                                           37,068          37,022
  Accumulated deficit                                                                 (29,698)        (29,393)
                                                                                  -----------     -----------
                                                                                        7,441           9,499

             Less treasury stock; 16,425,625 and 8,025,625 shares.
             at cost, at March 31, 2003(unaudited) and December 31, 2002,
             respectively                                                              (3,409)         (3,041)
                                                                                  -----------     -----------


             Total stockholders' equity                                                 4,032           6,458
                                                                                  -----------     -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $     6,730     $   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
                                                                                      ------------------
                                                                                    March 31,        March 31,
                                                                                      2003             2002
                                                                                  -----------      -----------
                                                                           (in thousands, except earnings per share)
<S>                                                                               <C>              <C>

REVENUES
     Rental income                                                                $       286      $       551
     Sales of real estate, net of sales taxes                                               -              148
                                                                                  -----------      -----------

         Total revenues                                                                   286              699

COST OF REVENUE
     Cost of real estate sales                                                              -             (105)
     Selling expenses                                                                      (7)             (56)
                                                                                  -----------      -----------

         Total cost of revenue                                                             (7)            (161)
                                                                                  -----------      -----------

GROSS PROFIT                                                                              279              538

GENERAL AND ADMINISTRATIVE EXPENSES                                                      (428)            (885)

WRITE OFF OF MORTGAGE NOTES RECEIVABLE, NET                                                 -             (139)
                                                                                  -----------      -----------

Loss from operations                                                                     (149)            (486)

OTHER INCOME (EXPENSE)
     Interest income (including $41,000 and $2,000 from related parties)                   83                2
     Interest expense (including $9,000 and $2,000 to related parties)                   (268)            (845)
     Income (loss) from equity accounted affiliates                                        (5)               3
     Other                                                                                  -               (8)
                                                                                  -----------      -----------

         Total other income (expense)                                                    (190)            (848)
                                                                                  -----------      -----------

         Loss before provision for income taxes and minority interest                    (339)          (1,334)

         Income tax benefit                                                                34              285
                                                                                  -----------      -----------

         Loss before minority interest                                                   (305)          (1,049)

NON-CONTROLLING INTEREST                                                                    -              314
                                                                                  -----------      -----------

NET LOSS                                                                          $      (305)     $      (735)
                                                                                  ===========      ===========

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

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                                   57,020           57,210
                                                                                  ===========      ===========

</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 CASH FLOWS
                               (expressed in US $)
                                   (unaudited)

                                                                                              Three Months Ended
                                                                                              ------------------
                                                                                          March 31,        March 31,
                                                                                            2003             2002
                                                                                         -----------      -----------
                                                                                                (in thousands)
<S>                                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                            $      (305)     $      (735)
     Non cash charges included in operations
         Depreciation and amortization                                                           176              448
         Amortization of deferred financing costs                                                  -               29
         Common stock issued for services                                                          6               25
         Accounts payable paid in common stock                                                    31                -
         Expenses paid with promissory note                                                       43                -
         Stock options issued for services                                                         -               18
         Loss from equity accounted  affiliates                                                    5                5
         Non-controlling interest                                                                  -             (314)
         Write off of mortgage notes receivable                                                    -              139
     Changes in assets and liabilities (net of effect of divestiture of Fei Yun Viking)
         Decrease in real estate held for sale                                                     -              (78)
         (Increase) decrease in mortgage loans receivable                                         84              (90)
         Decrease in accrued interest receivable                                                 (84)              (2)
         Increase in other assets and receivables                                                 13              134
         Decrease in accounts payable                                                           (111)            (242)
         Decrease in accrued officers' salary and
            payroll taxes                                                                        (16)               -
         Increase in other accrued expenses                                                      135              717
         Decrease in deferred income tax liability                                                 -             (285)
         Decrease in other payables                                                             (129)            (336)
                                                                                         -----------      -----------

Net cash used in operating activities                                                           (152)            (567)

CASH FLOWS FROM INVESTING ACTIVITIES

     Loans made to shareholders                                                                    -              (20)
     Net advances to related parties                                                             (44)            (250)
     Decrease in cash balances due to divestiture of Fei Yun Viking                           (1,379)               -
                                                                                         -----------      -----------

Net cash used in investing activities                                                         (1,423)            (270)

</TABLE>


                                 - Continued -


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 - Continued
                               (expressed in US $)
                                   (unaudited)

                                                                                                Three Months Ended
                                                                                                ------------------
                                                                                            March 31,        March 31,
                                                                                              2003             2002
                                                                                           -----------      -----------
                                                                                                  (in thousands)
<S>                                                                                        <C>              <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Capital contributions                                                                 $         -      $       604
     Proceeds from notes payable                                                                   130              207
     Proceeds from notes payable - related party                                                    38              687
     Repayments of notes payable                                                                     -              (69)
     Repayments of notes payable - related party                                                   (20)               -
     Proceeds from sale of common stock                                                             10              131


Net cash provided by financing activities                                                          158            1,560
                                                                                           -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            (1,417)             723

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                 $         6      $     7,914
                                                                                           ===========      ===========

SUPPLEMENTAL DISCLOSURES

     Cash flow information:

         Interest paid                                                                     $       147      $       63
         Income taxes paid                                                                           -               -

     Non-cash financing activities:

         Common stock issued for:
             Repayment of notes payable                                                              -              54
             Notes receivable                                                                        -               1
             Payment of interest                                                                     -               6
             Payment of services                                                                     6               -
             Payment of accounts payable                                                            31               -

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

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

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

         Notes payable issued for:
              Payment of expenses                                                                   43               -
              Payment of accrued interest                                                            4               -

</TABLE>

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

                                                                               7
<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.

Additionally,  cash  flow  statements  are  presented  net of the  effect of the
divestiture of Fei Yun Viking and Wuxi Viking.  Cash flow effects for activities
that occurred while Viking owned Fei Yun Viking and Wuxi Viking are presented in
the cash flow  statements,  however,  the  effect of the  divestiture  itself is
disclosed in the supplemental cash flow information.

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 to employees
in the  quarters  ended  March 31,  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
                                                                                       ------------------
                                                                                   March 31,        March 31,
                                                                                     2003             2002
                                                                                  -----------      -----------
                                                                                         (in thousands)
<S>                                                                               <C>              <C>

Net loss attributable to common stockholders, as reported                         $     (305)      $     (735)
Add: Stock-based employee compensation expense included in reported net loss               -                -
Deduct: Stock -based  employee compensation expense determined under fair
     Value based method                                                                  (25)            (212)
                                                                                  -----------      -----------
Proforma net loss                                                                 $     (330)      $     (947)
                                                                                  ===========      ===========
Average weighted shares                                                               57,020           57,210
Net loss per share as reported                                                    $    (0.01)      $    (0.01)
                                                                                  ===========      ===========
Proforma net loss                                                                 $    (0.01)      $    (0.02)
                                                                                  ===========      ===========

</TABLE>

NOTE C - OPERATIONS DISPOSED OF

Effective January 31, 2003,  pursuant to a Stock & 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

                                                                               8
<PAGE>
<TABLE>
<CAPTION>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C - OPERATIONS DISPOSED OF (Continued)

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 three months ended March 31,
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):

                                                     Three months ended
                                                     ------------------
                                                 March 31,          March 31,
                                                   2003               2002
                                              -------------      -------------

     Revenues                                 $           -      $           -
                                              =============      =============
     Net income (loss)                        $        (175)     $       (218)
                                              =============      =============

     Net income (loss) per share:
       Basic and diluted                      $      (0.00)      $      (0.00)
                                              =============      =============


NOTE D - SEGMENTS

During the current quarter,  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  quarter;   real  estate,   chemical   sales,   construction,   and  garment
manufacturing. All businesses were located and operated in the People's Republic
of  China.  The  real  estate  segment  owned  and  operated  a  commercial  and
residential  property.  The chemical  segment  traded and  transported  chemical
products.  The  construction  segment was  constructing a highway in the Jiangsu
Province of the People's  Republic of China. The garment  manufacturing  segment
manufactured clothing specifically focusing on export garments.

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

                                            Chemical                         Garment
                           Real Estate       Sales       Construction     Manufacturing     Adjustment     Consolidated
                           -----------       -----       ------------     -------------     ----------     ------------
<S>                        <C>             <C>           <C>              <C>               <C>            <C>

 Revenues from external
 customers                 $       286     $        -     $        -       $        -       $        -     $       286
 Interest income                     -              -              -                -               83              83
 Interest expense                 (240)             -              -                -              (28)           (268)
 Depreciation and
 amortization                     (176)             -              -                -                -            (176)
 Income (loss) from
 equity accounted
 investment                          -              -            (16)              11                -              (5)
 Income tax benefit
 (expense)                          34              -              -                -                -              34
 Net income (loss)                (128)            (1)           (16)              11             (171)           (305)

</TABLE>

                                                                               9
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D - SEGMENTS (Continued)

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 E - NOTES PAYABLE

During the current  quarter,  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 current quarter,  no notes payable or accrued interest were converted
to common stock.

During the current quarter, 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 F - RELATED PARTY TRANSACTIONS

During the current quarter,  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 current
quarter, $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 current  quarter.  Notes payable with related  parties at
the end of the current quarter totaled $212,800.

During the current  quarter,  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 current quarter. At the end
of the current quarter, 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  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 current quarter.


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.


In connection  with the divestiture of Fei Yun Viking,  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.


                                                                              10
<PAGE>

                           VIKING CAPITAL GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G - SHAREHOLDERS' EQUITY (Continued)


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 current  quarter,  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 March  31,  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  plans to reduce  current debt levels and related  interest  expense
through negotiations with debt holders although the likelihood of success of the
negotiations cannot be predicted at this time. In the meantime, the Company will
continue  to incur  expenses  relating to  corporate  overhead  and  considering
additional  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,  including its financial  services
business,  in the U.S and abroad.  This capital may come from additional debt or
equity issuances.

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 - 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
current quarter, 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 J - 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 K - SUBSEQUENT EVENTS

After March 31, 2003, the Company entered into new convertible  promissory notes
totaling $98,405 including $26,405 with related parties.


                                                                              11
<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  comparative  information  given for the three month
periods ended March 31, 2003 and 2002 is 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 current  quarter.  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 Annual Report on Form 10-KSB 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 is now shifting towards a focus on revenue and profit growth.


                                                                              12
<PAGE>

The Company has most recently been focusing on  acquisitions in China because of
business  contacts  available to management,  the growth of the Chinese  economy
(gross domestic product) in excess of 7% a year with expectations to continue to
grow  at  such  rates,  the   privatization   of  assets  and  businesses,   the
restructuring  of  companies'  debt at banks (the Company  looks for debt relief
negotiations and/or purchase of companies at a steep discount) and China's entry
into World Trade  Organization  (WTO) in December 2001.  Specific areas of focus
are real estate (multi-family  residential and commercial),  manufacturing,  and
technology  services (such as application  service  provider (ASP) or enterprise
resource planning (ERP) solutions provider).

Effective January 31, 2003, the Company sold its 96% interest in Beijing Fei Yun
Viking Enterprises Company,  Ltd. ("Fei Yun Viking").  The sale was precipitated
by a number of economic factors. Specifically, the Company had intended to raise
$18 million for the purpose of acquiring the remaining 40% of Golden Horse which
would have also satisfied a potential $5 million registered capital  requirement
for Fei Yun Viking.  However, market conditions during the entire time after Fei
Yun's  purchase  were not favorably  indicating an equity  capital raise for the
Company to expand its ownership of Golden Horse or other  acquisitions in China.
While  disappointing to have expended such time,  effort and resources,  only to
sell off assets  acquired,  the Company  believes it is best to move on to other
opportunities in the U.S. that have recently presented themselves because of the
change in investment banking attitudes and the over-all US economy.

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 will focus on the U.S. for its  acquisitions  in the near future and
will also seek fee income  within the U.S. The Company is  currently  working to
bring potential life insurance  company related clients to Viking.  Such clients
would either desire to retain Viking to act as an acquisition  team and manage a
life insurance company acquisition on their behalf or such clients would want to
invest in Viking for the purpose of  acquiring  life  insurance  companies  that
Viking would own.

The Company is also examining  acquisitions other than life insurance companies.
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. While strategic purchases pertaining to financial services and/or services
needed by financial institutions are preferred, the overriding principal will be
profitability.  Therefore,  no industry  will be excluded in efforts to increase
shareholder wealth.

The Company  expects  that it will need  additional  cash during the next twelve
months for acquisitions and therefore  desires and expects to raise  significant
amounts of capital to pursue  acquisitions  during that period of time.  Capital
raised for acquisitions  are generally tied to a specific  acquisition when made
available to the Company. The Company does not have committed capital sources at
this  time for the  acquisition  of life  insurance  companies  or  other  large
acquisitions.  The Company may also use assets it already  owns,  including  the
$6.5  million  note 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  debt financed  acquisition of a
target company.

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 March 31,
2003, the Company raised approximately  $183,200 to meet the needs of its Parent
Operations.  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


                                                                              13
<PAGE>

fees associated with acquisitions and related audits.  Management  believes 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 March 31, 2003 were approximately $2,698,000 versus
$105,629,000  at  December  31,  2002 and  $96,536,000  at March 31,  2002.  The
reduction  can be  attributed  to the  divestiture  of Fei Yun Viking in January
2003.  Of the total  liabilities  at March 31, 2003,  approximately  $896,000 is
promissory  notes  with  private  investors,  not  banks or other  institutions.
Additionally,  approximately  $137,000  is  accounts  payable and the balance of
approximately  $1,665,000 is comprised of unpaid  accrued  officers'  salary and
payroll taxes of $1,595,000 and other accrued expenses of $70,000.


Discussion of Operations

The majority of the  Company's  assets and all of its revenues  during last year
were due to entities in China which were sold January 31, 2003.  Therefore,  the
comparative  information  given for the three month periods ended March 31, 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.


FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2003 AND 2002


Revenues

For the first  quarter of 2003,  revenues  were $286  thousand  compared to $699
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

Viking's  equity  accounted  investment in Wuxi Viking Garments  Company,  Ltd.,
generated  approximately  an $11 thousand  profit on the Company's  statement of
operations  for the first  quarter  of 2003  compared  to $22  thousand  for the
comparable period in 2002.

Fei Yun Viking's  equity  accounted  investment in  Lianyugang  East Sea Highway
Development and Management Company, Ltd. (Tollway) incurred  approximately a $16
thousand  loss for the first  quarter of 2003 versus a $19 thousand  loss in the
comparable period in 2002.

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


General and Administrative Expenses

Consolidated  G&A costs for the first  quarter of 2003 were  approximately  $428
thousand versus $885 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.  Consequently,  only one month of Fei Yun Viking G&A
costs were included in the current  quarter's costs versus three months worth in
the comparable period in 2002. The depreciation  portion of these costs was $176
thousand in the first  quarter of 2003 versus  $478  thousand in the  comparable
period in 2002.

                                                                              14
<PAGE>

Parent Company G&A costs for the first quarter of 2003 were $213 thousand versus
$240 thousand for the comparable period in 2002.

Interest Expense

Consolidated  interest  expense for the first quarter of 2003 was  approximately
$268  thousand  versus $845  thousand  for the  comparable  period in 2002.  The
decrease is due to the divestiture of Fei Yun Viking and its associated debts in
effective  January 31, 2003,  thus  relieving  the company of accruing  interest
costs on the  associated  debts.  Parent Company  interest  expense in the first
quarter  of 2003 and 2002 were  approximately  $28  thousand  and $44  thousand,
respectively.

Net Income(Loss)

Consolidated  net loss for the  first  quarter  of 2003 was  approximately  $305
thousand  versus a net loss of $735 thousand for the comparable  period in 2002.
The  change is due to the  divestiture  of Fei Yun  Viking  during  the  current
quarter and the resulting reduction in expenses associated with its operations.

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 March 31, 2003 were  approximately  $2,698 thousand
versus $105,629  thousand at December 31, 2002 and $96,536 thousand at March 31,
2002.  The reduction can be attributed to the  divestiture  of Fei Yun Viking in
January 2003. Of the total  liabilities  at March 31, 2003,  approximately  $896
thousand  is  promissory  notes  with  private  investors,  not  banks  or other
institutions.  Additionally, approximately $137 thousand is accounts payable and
the balance of  approximately  $1,665  thousand is comprised  of unpaid  accrued
officers' salary and payroll taxes of $1,595 thousand and other accrued expenses
of $70 thousand.

Net cash used in  operating  activities  for the first  quarter of 2003 was $152
thousand  compared  to $567 of cash  used in  operating  activities  during  the
comparable  period  in 2002.  The  significant  change  is due  directly  to the
divestiture of Fei Yun Viking and its subsidiaries and their related costs.

Net  cash  used in  investing  activities  for the  first  quarter  of 2003  was
approximately  $1,423  thousand  compared  to $270  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 Yun Viking. The balance of $44 thousand in funds used is also
due to activities at Fei Yun Viking prior to its sale.

Net cash  provided by  financing  activities  for the first  quarter of 2003 was
approximately  $158 thousand versus $1,560 thousand for the comparable period in
2002.  During the current period,  all of the financing amounts relate to Parent
Company activities including proceeds of $10 thousand from the sale of stock and
a net $148 thousand from new promissory  notes.  During the comparable period in
2002,  the  financing  was from a  mixture  of  Parent  Company  activities  and
activities at Fei Yun Viking  including  approximately  $604 thousand of capital
contributions,  a net  increase of new notes  payable of $825  thousand and $131
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.


                                                                              15
<PAGE>

Item 3.  Controls and Procedures

Within 90 days  prior to the  filing  date of this  report,  we,  the  principal
executive  officer/principal  financial officer carried out an evaluation of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures.  Based on this evaluation, the principal executive officer/principal
financial  officer  concluded  that our  disclosure  controls and procedures are
effective in ensuring that material  information is timely communicated to us to
enable us to evaluate  information and determine the information  required to be
included in our periodic SEC reports.  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.

In  addition,  we  reviewed  our  internal  controls,  and  there  have  been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.



PART II - OTHER INFORMATION


Item 2. Changes in Securities

During the three month period ended March 31, 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.  Sales have been made to  accredited  investors  only.  In summary;
183,333 common  restricted shares were issued for $10,000 cash. The Company also
issued  610,321 common shares that were  registered  under Form S-8 for services
valued at $36,619 ($6,000 current expenses and $31,619 accounts payable).


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

     One key element of our  strategy is to acquire  additional  companies.  The
     success  of our  acquisitions  will  depend  on  our  ability  to  overcome
     substantial obstacles,  such as the availability of acquisition candidates,
     our ability to compete  successfully with other potential 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.

                                                                              16
<PAGE>

     Of the  Company's  outstanding  common stock at March 31, 2003,  20,482,082
     shares are currently freely trading shares, and approximately an additional
     33,750,898  common  restricted  shares  will 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,
     capital expenditure and debt service  obligations.  If the cash we generate
     from  our  operations  or that we can  access  from  other  sources  is not
     available when needed or is  insufficient to satisfy our  requirements,  we
     may require additional sources of funds, including by way of possible asset
     sales. We cannot assure you that any required  additional  sources of funds
     would be available or available on reasonable terms,  particularly in light
     of our existing debt levels,  or that we would be able to dispose of assets
     to raise cash in a timely  manner or for fair value.  If we do not generate
     sufficient  amounts of capital to support  our  operations  and service our
     debt,  or we do not  generate  sufficient  amounts  of capital at the times
     needed and on  reasonable  terms,  our  business  will likely be  adversely
     affected.

     6)   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 even result in the total
              loss of our  investment  in China  and in the  total  loss of your
              investment.

                                                                              17
<PAGE>

         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.

         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.


                                                                              18
<PAGE>

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)
  99.1   Certification Of Chief Executive Officer Re: Sarbanes-Oxley Act
         Of 2002
  99.2   Certification Of Chief Financial Officer  Re: Sarbanes-Oxley Act
         Of 2002


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

         During the  quarter  ended March 31,  2003,  the  Registrant  filed the
         following  three reports on Form 8-K: a Form 8-K dated February 3, 2003
         and a Form 8-K dated  February  18,  2003,  both with an event  date of
         January 31, 2003,  reporting the  divestiture of the  Registrant's  96%
         ownership of Beijing Fei Yun Viking Enterprises Company, Ltd.; Form 8-K
         report filed on March 7, 2003  disclosing that effective March 1, 2003,
         King Griffin & Adamson P.C.  resigned to allow its successor entity KBA
         Group  LLP  to  be  engaged  as  the  Registrant's  independent  public
         accountants.

         Subsequent  to the  current  quarter  and  prior to the  filing of this
         report,  an  amendment  to Form 8-K was filed on May 29, 2003 to update
         the Form 8-K filed on February 18, 2003 to include  proforma  financial
         information as required by Item 7(b) of Form 8-K.




                                                                              19
<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: June 10, 2003           By:  /s/ William J. Fossen
                                    ------------------------------
                                    William J. Fossen
                                    Chief Executive Officer


Dated: June 10, 2003           By:  /s/ Matthew W. Fossen
                                    ------------------------------
                                    Matthew W. Fossen
                                    Chief Financial Officer
                                    President









                                                                              20
<PAGE>

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, William J. Fossen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Viking Capital Group,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 10, 2003


/s/  William J. Fossen.
------------------------------
William J. Fossen
Chief Executive Officer



                                                                              21
<PAGE>

Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934

I, Matthew W. Fossen, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Viking Capital Group,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
         b) evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and
         c)  presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and
         b) any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 10, 2003


/s/  Matthew W. Fossen
-----------------------------
Matthew W. Fossen
Chief Financial Officer



                                                                              22