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, 2000

                                       OR

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

                       For the transition period from __ to __

                           Commission File No. 0-22744


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


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

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

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


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

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

As of March 31,  2000,  approximately  33,366,957  shares of Common Stock of the
issuer were outstanding.  As of March 31, 2000, 100,000 shares of Class B Common
Stock of the issuer were outstanding.

<PAGE>


                           VIKING CAPITAL GROUP, INC.



                                      INDEX


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

 Item 1. Financial Statements

    Consolidated Balance Sheets - March 31, 2000 and
    December 31, 1999                                                        3

    Consolidated  Statements  of  Operations  - For the three
    months ended March 31, 2000 and 1999, and for the period
    from inception (November 12, 1986) to March 31, 2000                     5

    Consolidated  Statements  of Cash  Flows - For the three
    months ended March 31, 2000 and 1999, and for the period
    from inception (November 12, 1986) to March 31, 2000                     6

    Notes to Consolidated Condensed Financial Statements                     8


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


PART II - OTHER INFORMATION

 Item 2. Changes in Securities                                              12

 Item 5. Other Information                                                  12

 Item 6. Exhibits                                                           12


SIGNATURES                                                                  14
EXHIBITS                                                                    15





                                      -2-

<PAGE>

<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------
                                                                   (Unaudited)
                                                                    March 31,   December 31,
                                                                       2000          1999
                                                                  ------------  ------------
<S>                                                               <C>           <C>
CURRENT ASSETS

  Cash                                                            $     54,007  $      8,434
  Accounts receivable                                                    8,850        14,024
  Notes and other accounts receivable and accrued interest              68,585        76,617
                                                                  ------------  ------------
     Total current assets                                              131,442        99,075
                                                                  ------------  ------------

 Office furniture, equipment, software and capitalized software
 development costs, net                                                807,900       823,260

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

TOTAL ASSETS                                                      $  1,024,369  $  1,012,694
                                                                  ============  ============


</TABLE>






                                      -3-

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

<PAGE>

<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------
                                                                   (Unaudited)
                                                                    March 31,     December 31,
                                                                       2000            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $    256,630    $    376,671
  Accrued payroll and payroll taxes                                  1,139,909       1,008,748
  Lease obligation, current portion                                     27,881          20,923
  Note payable and accrued interest                                    150,690         219,201
                                                                  ------------    ------------
     Total current liabilities                                       1,575,110       1,625,543
                                                                  ------------    ------------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                10,373          14,389
                                                                  ------------    ------------
     Total liabilities                                               1,585,483       1,639,932
                                                                  ------------    ------------

STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     Series A Preferred Stock $1.00 par value; 2,500,000 shares
        authorized, no shares issued and outstanding                      --              --
     Series AA Preferred Stock $1.00 par value; 6,000,000 shares
        authorized, no shares issued and outstanding                      --              --
  Common stock $0.001 par value; 150,000,000 shares authorized;
     33,892,582 and 32,029,192 issued as of
     March 31, 2000 and December 31, 1999, respectively                 33,892          32,029
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                            100             100
  Paid-in capital                                                    9,723,457       9,197,191
  Deficit accumulated in the development stage                      (9,505,323)     (9,062,318)
                                                                  ------------    ------------
                                                                       252,126         167,002
                                                                  ------------    ------------

  Less treasury stock - 525,625 shares at cost                         (41,206)        (41,206)
  Less stock issued for notes receivable                              (772,034)       (753,034)
                                                                  ------------    ------------

     Total stockholders' deficit                                      (561,114)       (627,238)
                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $  1,024,369    $  1,012,694
                                                                  ============    ============

</TABLE>


                                      -4-

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


<PAGE>

<TABLE>

<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                 Three months ended March 31, 2000 and 1999 and
           Period from November 12, 1986 (inception) to March 31, 2000



                                                  Three months ended         Period from
                                                       March 31,          November 12, 1986
                                                 2000            1999     to March 31, 2000
                                            ------------    ------------  -----------------
<S>                                         <C>             <C>             <C>
Revenue                                     $     12,393    $       --      $    471,787
Cost of Revenue                                   10,914            --            88,872
                                            ------------    ------------    ------------
Gross Profit                                       1,479            --           382,915
                                            ------------    ------------    ------------

Cost and expenses
   Depreciation and amortization                  15,360          10,106         144,277
   General and administrative expenses           428,412         475,547       9,506,324
                                            ------------    ------------    ------------
       Total cost and expenses                   443,772        (485,653)      9,650,601
                                            ------------    ------------    ------------

   Loss from operations                         (442,293)       (485,653)     (9,267,686)

Other income(expenses)
   Interest income                                 9,691          10,310          94,618
   Interest and penalty expense                   (7,338)         (9,078)       (260,708)
   Other                                          (3,065)         (3,917)        (40,325)
                                            ------------    ------------    ------------
       Total other income(expense)                  (712)         (2,685)       (206,415)
                                            ------------    ------------    ------------

Loss before income taxes                        (443,005)       (488,338)     (9,474,101)

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

Net loss                                    $   (443,005)   $   (488,338)   $ (9,474,133)
                                            ============    ============    ============

Loss per common share attributable to
   common stockholders
     Basic                                  $     (0.014)   $     (0.018)


Weighted average common shares outstanding
     Basic                                    32,670,373      27,904,866

</TABLE>


                                      -5-

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

<PAGE>

<TABLE>

<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                 Three months ended March 31, 2000 and 1999 and
           Period from November 12, 1986 (inception) to March 31, 2000


                                                               Three months ended                  Period from
                                                                     March 31,                  November 12, 1986
                                                               2000             1999            to March 31, 2000
                                                          ------------     ------------         -----------------
<S>                                                       <C>              <C>                  <C>
Cash flows from operating activities
   Net loss                                               $   (443,005)    $   (488,338)        $   (9,474,133)
   Non-cash charges included in operations
     Allowance for doubtful accounts                                 -                -                 65,062
     Depreciation and amortization                              15,360           10,106                146,277
     Common stock issued for services and interest             145,879          187,551              2,595,406
     Note payable issued for services                                -                -                  3,200
     Note payable issued for interest expense                        -                -                  3,660
     Common stock issued for services and
       accrued expenses, expense reimb.                              -                -                 23,097
     Provision for doubtful notes receivable                         -                -                 54,515
     Common stock issued for interest payable                        -                -                141,296
     Loss on assets                                                  -                -                 15,000
   Changes in assets and liabilities
     Accounts receivable                                         5,174              193                 (8,645)
     Accrued interest receivable                                (3,711)            (283)               (52,888)
     (Increase) in deposits                                          -                                 (31,767)
     (Increase) in other assets                                  5,332            5,024                (52,675)
     (Increase) in notes and other receivables                 (11,968)               -                (11,968)
     Accounts payable and accrued expenses                    (117,099)        (255,156)               380,363
     Accrued payroll and payroll taxes                         131,161          (11,662)             1,050,793
     Advances to stockholder expensed to consulting                  -                -                 57,706
                                                          ------------     ------------          -------------
       Net cash used for operating activities                 (272,877)        (552,565)            (5,095,701)

Cash flows from investing activities
   Capital expenditures                                              -          (49,623)              (837,940)
   Loans made                                                        -          (70,000)              (315,748)
   Loan repayments                                                   -                -                 94,500
   Other                                                             -                -                (15,050)
                                                          ------------     ------------          -------------
       Net cash used for investing activities                        -         (119,623)            (1,074,238)

Cash flows from financing activities
   Stock sale expenses                                               -                -                (11,716)
   Proceeds from sale of common stock                          363,250          706,463              4,532,889
   Proceeds from notes payable                                  40,000                -              2,494,071
   Principal repayments of notes payable                       (84,800)               -               (721,819)
   Principal payments on capital lease obligations                   -           (7,438)               (72,326)
   Proceeds from preferred stock sale                                -                -                 20,000
   Repurchase of preferred stock                                     -                -                (11,319)
   Preferred dividends paid                                          -                -                 (5,834)
                                                          ------------     ------------          -------------
       Net cash provided by financing activities               318,450          699,025              6,223,946

Increase (decrease) in cash                                     45,573           26,837                 54,007

</TABLE>

                                  - continued -

                                      -6-

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

<PAGE>

<TABLE>

<CAPTION>

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

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                                   (Unaudited)
                   Three months ended March 31, 2000 and 1999
         and Period from November 12, 1986 (inception) to March 31, 2000


                                                               Three months ended                 Period from
                                                                     March 31,                  November 12, 1986
                                                               2000             1999            to March 31, 2000
                                                           -----------      -----------         -----------------
<S>                                                        <C>              <C>                 <C>
Cash at beginning of period                                      8,434           47,506                      -
                                                           -----------      -----------            -----------
Cash at end of period                                      $    54,007      $    74,343            $    54,007
                                                           ===========      ===========            ===========

Cash flow information:
   Interest paid                                           $     7,338      $     9,010            $   110,646
   Income taxes paid                                       $         -      $         -            $        32

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

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

Common stock issued for:
   Repayment of notes payable                              $         -      $   106,318              1,419,235
   Payment of interest                                     $         -      $     6,872                141,297
   Payment of accounts payable and exp reimbursement       $         -      $         -                 15,000
   Conversion of preferred stock                           $         -      $         -                100,000
   Payment of preferred stock dividend                     $         -      $         -                 25,556
   Notes receivable                                        $    19,000      $   110,222                772,032

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

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

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

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

</TABLE>

                                      -7-

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

<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


1.  BASIS OF PRESENTATION

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

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

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


2.  SOFTWARE DEVELOPMENT COSTS

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

During 1999, the Company began to amortize software costs of $96,962  associated
with the  development  of an  e-commerce  web-site  and web based  demonstration
software  associated  with IP Banker and Benefits IP, using an estimated  useful
life of three years.

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


3.  RELATED PARTY TRANSACTIONS

During the current quarter, the Company entered into $35,000 of promissory notes
payables with related  parties.  At March 31, 2000,  there were $0 in promissory
notes payable with related parties.


4.  OPTIONS ISSUED

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

                                      -8-

<PAGE>

                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)


5.  OTHER

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

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


6.  EVENTS SUBSEQUENT TO MARCH 31, 2000

Subsequent  to March 31, 2000,  approximately  36,667  share  options for common
restricted  stock were  granted.  These options are  exercisable  at the rate of
$0.45 per share and are  exercisable and expire within one year. Also subsequent
to March 31, 2000, the Company issued 73,333 common  restricted  shares for cash
at $0.30 per share and 69,000 common  restricted  shares for services  rendered,
valued at $0.30 per share.





                                      -9-

<PAGE>




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


Material Changes in Results of Operations

         This Quarterly Report on Form 10-QSB contains certain "forward-looking"
statements as such term is defined in the Private  Securities  Litigation Reform
Act of 1995 and information  relating to the Company and its  subsidiaries  that
are based on the beliefs of the Company's management as well as assumptions made
by and information currently available to the Company's management. When used in
this  report,  the  words  "anticipate,"  "believe,"  "estimate,"  "expect"  and
"intend" and words or phrases of similar  import,  as they relate to the Company
or  its   subsidiaries   or  Company   management,   are  intended  to  identify
forward-looking   statements.   Such  statements   reflect  the  current  risks,
uncertainties  and  assumptions  related to certain factors  including,  without
limitations,   competitive  factors,   general  economic  conditions,   customer
relations,   relationships   with  vendors,   the  interest  rate   environment,
governmental  regulation and supervision,  seasonality,  distribution  networks,
product introductions and acceptance,  technological change, changes in industry
practices,  onetime  events  and other  factors  described  herein  and in other
filings made by the company with the Securities and Exchange  Commission.  Based
upon changing conditions, should any one or more of these risks or uncertainties
materialize,  or should  any  underlying  assumptions  prove  incorrect,  actual
results  may  vary  materially  from  those  described  herein  as  anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.

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

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

The lack of  availability  of cash has been a  detriment  to the  Company in two
areas. The first area is that insurance company targets have almost  exclusively
desired a cash  purchase  and the  Company has not been able to move fast enough
before a competitor buys a potential  target.  The second area is that without a
larger cash balance,  bank customers are not eager to sign contracts for reasons
of  stability.  While  a lack of  cash  has  hindered  the  Company's  progress,
management  does not believe  that it will  ultimately  prevent the Company from
moving forward.

Active review of the options for the Company to unlock shareholder value include
acquisitions of revenue  producing  technology  companies that fit or complement
our business model.  Management believes,  based upon discussions with potential
targets, that a stock acquisition of another company that is currently producing
revenue is viable.  Technology companies are far more desirous of public company
status and are therefore more accepting of a non-cash transaction than insurance
companies. This method of growth is acceptable to Viking management. The Company
is  actively  reviewing  acquisition  candidates  as the most  expedient  way to
increase  shareholder  value and move the Company forward.  The Company has also
considered the spin-off of one or more of its subsidiaries to unlock shareholder
value.


                                      -10-

<PAGE>

Material Changes in Financial Condition, Liquidity and Capital Resources

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

In  connection  with its efforts to attract  capital and  implement  its plan of
business,  the Company incurred losses for the quarters ended March 31, 2000 and
1999, of $443,005 and $488,338  respectively.  The Company  generated $12,393 in
revenue related to the sale of Video Conferencing PCs and a specialty Multimedia
board for PCs. The decrease in losses for the current  quarter was due primarily
to decreased consulting costs reflecting attempts to reduce costs overall.

At March 31, 2000,  the Company had cash on hand of $54,007,  current  assets of
$131,442  including  cash and $8,850 in  accounts  receivable,  total  assets of
$1,024,369 and liabilities  totaling $567,923 excluding accrued officer's salary
of $1,017,560.  After March 31, 2000 the Company received additional cash in the
amount of $22,000 via  private  sale of  restricted  common  stock.  The Company
anticipates  that the funds on hand will not sustain current  operations  beyond
the next six months and are not  sufficient  to implement  any of the  Company's
full plan of operations.  Accordingly,  in order to sustain operations past such
period and to implement the Company's full plan of operations,  the Company must
secure  additional  funds.  There can be no degree of assurance that the Company
will be successful in securing additional funds. If the Company is successful in
implementing its full plan of operations, the Company will be required to lease,
acquire or construct  significant  additional  facilities and equipment and hire
substantial additional employees to carry out such operations.





                                      -11-

<PAGE>

                           PART II - OTHER INFORMATION

Item 2. Changes in Securities

Prior to and during the quarter  ended March 31,  2000,  the Company sold common
restricted  shares (Class A Common) in a private  placement under exemption from
registration under the Securities Act pursuant to Section 4(2) and Regulation D,
Rule 506. Sales have been made to accredited investors only. On November 2, 1999
the first sale of this private  placement of up to $500,000 was consummated.  As
of  5/08/00,  $500,000 of this  private  placement  have been sold  representing
1,666,667 common restricted shares at $0.30 per share and options to purchase an
additional  833,333 common restricted shares at $0.45 per share or 1.5 times the
original  price  paid for the  common  restricted  shares.  In  summary  for the
quarter,  1,207,499 common  restricted  shares were purchased for cash,  555,891
common  restricted  shares were issued for services  rendered at values  ranging
from $0.25 per share to $0.30 per share and  100,000  common  restricted  shares
were  purchased  pursuant  to  exercise  of an option at $0.20 per share.  These
shares were issued under  exemption from  registration  pursuant to Section 4(2)
and/or Regulation D, Rule 506.



Item 5. Other Information

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

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







Item 6.  Exhibits and Reports

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




                                      -12-

<PAGE>


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


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

2.1

21.1           List of Subsidiaries of the Registrant
27.1           Financial Data Schedule







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<PAGE>


                                   SIGNATURES



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



                                           VIKING CAPITAL GROUP, INC.

Dated: May 12,  2000                      By:  /s/  William J. Fossen
                                               ---------------------------------
                                                    William J. Fossen, President


Dated: May 12, 2000                       By:  /s/   Matthew W. Fossen
                                               ---------------------------------
                                                     Matthew W. Fossen
                                                     Chief Financial Officer






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