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 June 30, 1999

                                       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 30,  1999,  approximately  29,649,073  shares of Common  Stock of the
issuer were outstanding.  As of June 30, 1999,  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 - June 30, 1999 and December 31, 1998         3

   Consolidated  Statements of Operations - For the three months
    ended June 30, 1999 and 1998, and for the period from inception
   (November 12, 1986) to June 30, 1999                                      5

   Consolidated  Statements  of Operations - For the six
    months ended June 30, 1999 and 1998, and for the period from inception
   (November 12, 1986) to June 30, 1999                                      6

   Consolidated  Statements  of Cash Flows - For the six months
    ended June 30, 1999 and 1998, and for the period from inception
   (November 12, 1986) to June 30, 1999                                      7

    Notes to Consolidated Condensed Financial Statements                     9


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


PART II - OTHER INFORMATION

  Item 5. Other Information                                                  12
  Item 6.  Exhibits                                                          13


SIGNATURES                                                                   14
EXHIBITS                                                                     15







                                        2


<PAGE>

<TABLE>

<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------
                                                                   (Unaudited)

                                                                      June 30,    December 31,
                                                                        1999           1998
CURRENT ASSETS                                                     ------------   ------------
<S>                                                                <C>            <C>
  Cash                                                             $      5,946   $     47,506
  Accounts receivable                                                        --          5,193
  Notes and other accounts receivable and accrued interest              112,463         53,695
                                                                   ------------   ------------
     Total current assets                                               118,409        106,394
                                                                   ------------   ------------

OFFICE FURNITURE, EQUIPMENT, SOFTWARE AND
CAPITALIZED SOFTWARE DEVELOPMENT COSTS                                  753,590        708,949

OTHER ASSETS                                                             90,359        114,929
                                                                   ------------   ------------

TOTAL ASSETS                                                       $    962,358   $    930,272
                                                                   ============   ============


</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)

                                                                     June 30,     December 31,
                                                                       1999           1998
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $   227,923    $   456,003
  Accrued officer's payroll                                            776,462        649,793
  Lease obligation, current portion                                     31,794         39,940
  Note payable and accrued interest                                    157,261        314,249
                                                                   -----------    -----------
     Total current liabilities                                       1,193,440      1,459,985
                                                                   -----------    -----------

LONG-TERM DEBT
  Obligations under capital leases, less current portion                20,219         26,153
                                                                   -----------    -----------
     Total liabilities                                               1,213,659      1,486,138
                                                                   -----------    -----------

STOCKHOLDERS' DEFICIT
  Preferred stock $1.00 par value; 50,000,000 shares authorized;
     no shares issued and outstanding                                       --             --
  Common stock $0.001 par value; 150,000,000 shares authorized;
     30,174,698 and 26,357,431 issued and outstanding as of June
     30, 1999 and December 31, 1998, respectively                       30,174         26,357
  Common stock Class B $0.001 par value; 100,000 shares
     authorized and outstanding                                            100            100
  Paid-in capital                                                    8,570,693      7,170,190
  Deficits accumulated in the development stage                     (8,058,028)    (7,082,244)
                                                                   -----------    -----------
                                                                       542,939        114,403
                                                                   -----------    -----------

  Less treasury stock - 525,625 shares at cost                         (41,206)       (41,206)
                                                                   -----------    -----------
  Less stock issued for notes receivable                              (753,034)      (629,063)
                                                                   -----------    -----------

     Total stockholders' deficit                                      (251,301)      (555,866)
                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $   962,358    $   930,272
                                                                   ===========    ===========

</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 June 30, 1999 and 1998 and
           Period from November 12, 1986 (inception) to June 30, 1999



                                                  Three months ended              Period from
                                                        June 30,               November 12, 1986
                                                  1999            1998          to June 30, 1999
                                             ------------    ------------      -----------------
<S>                                          <C>             <C>               <C>
Revenue                                      $         --    $         --        $    441,382
Cost of Revenue                                        --              --              68,119
                                             ------------    ------------        ------------
Gross Profit                                           --              --             373,263
                                             ------------    ------------        ------------

Cost and expenses
   Depreciation and amortization                   11,686           8,336             101,861
   General and administrative expenses            487,205         327,344           8,096,325
                                             ------------    ------------        ------------
       Total cost and expenses                    498,891         335,680           8,198,186
                                             ------------    ------------        ------------

   Loss from operations                          (498,891)       (335,680)         (7,824,923)

Other income(expenses)
   Interest income                                 12,917          12,206              70,308
   Interest and penalty expense                    (5,764)         (5,367)           (236,846)
   Other                                            6,000              --             (35,346)
                                             ------------    ------------        ------------
       Total other income(expense)                 13,153           6,839            (201,884)
                                             ------------    ------------        ------------

Loss before income taxes                         (485,738)       (328,841)         (8,026,807)

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

Net loss                                     $   (485,738)   $   (328,841)       $ (8,026,839)
                                             ============    ============        ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.016)    $     (.014)


Weighted average common shares outstanding     29,434,226      23,017,450


</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 OPERATIONS
                                   (Unaudited)
                   Six months ended June 30, 1999 and 1998 and
           Period from November 12, 1986 (inception) to June 30, 1999



                                                    Six  months ended           Period from
                                                         June 30,            November 12, 1986
                                                   1999             1998      to June 30, 1999
                                             ------------    ------------    -----------------
<S>                                          <C>             <C>             <C>
Revenue                                      $         --    $         --      $    441,382
Cost of Revenue                                        --              --            68,119
                                             ------------    ------------      ------------
Gross Profit                                           --              --           373,263
                                             ------------    ------------      ------------

Cost and expenses
   Depreciation and amortization                   21,792          15,989           101,861
   General and administrative expenses            964,359         675,039         8,096,325
                                             ------------    ------------      ------------
       Total cost and expenses                    986,152         691,028         8,198,186
                                             ------------    ------------      ------------

   Loss from operations                          (986,152)       (691,028)       (7,824,923)

Other income(expenses)
   Interest income                                 23,227          21,977            70,308
   Interest and penalty expense                   (14,774)        (16,941)         (236,846)
   Other                                            1,914              --           (35,346)
                                             ------------    ------------      ------------
       Total other income(expense)                 10,367           5,036          (201,884)
                                             ------------    ------------      ------------

Loss before income taxes                         (975,785)       (685,992)       (8,026,807)

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

Net loss                                     $   (975,785)   $   (685,992)     $ (8,026,839)
                                             ============    ============      ============

Loss per common share attributable to
   common stockholders
     Basic and Fully Diluted                 $      (.033)   $      (.030)


Weighted average common shares outstanding     29,434,226      23,017,450


</TABLE>











                                       -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
                                   (Unaudited)
                   Six months ended June 30, 1999 and 1998 and
           Period from November 12, 1986 (inception) to June 30, 1999


                                                                 Six months ended                  Period from
                                                                     June 30,                   November 12, 1986
                                                               1999             1998             to June 30, 1999
                                                          ------------     ------------         -----------------
<S>                                                       <C>              <C>                    <C>
Cash flows from operating activities
   Net loss                                               $   (975,785)    $   (685,992)          $ (8,026,839)
   Non-cash charges included in operations
     Allowance for doubtful accounts                                                                    56,000
     Depreciation and amortization                              21,792           15,989                101,861
     Common stock issued for services and interest             231,169          232,048              2,243,856
Common B stock issued for services                                                    -                      -
     Note payable issued for services                                -                -                  6,860
     Common stock issued for services and
       accrued expenses                                              -                -                 30,434
     Provision for doubtful notes receivable                         -                -                 52,754
     Common stock issued for interest payable                        -                -                127,064
     Loss on assets                                                  -                -                 15,000
     Advances to stockholder expensed to consulting                  -                -                 57,706
   Changes in assets and liabilities
     (Increase)Decrease in accounts receivable                     193           57,074                 (4,795)
     Prepaid expenses                                                -                -                      -
     Accrued interest receivable                                16,537          (21,977)               (19,896)
     (Increase) in deposits                                          -            3,477                (31,767)
     (Increase) in other assets                                 15,417                -                (67,160)
     Accounts payable and accrued expenses                    (241,867)         169,097                264,939
     Accrued payroll and payroll taxes                         136,611           (2,974)               769,784
                                                          ------------     -------------         -------------
       Net cash used for operating activities                 (795,933)        (233,258)            (4,424,199)

Cash flows from investing activities
   Capital expenditures                                        (66,433)        (238,707)              (739,214)
   Loans made                                                  (77,500)          (5,000)              (291,408)
   Loan repayments                                               8,200                -                 20,100
   Other                                                             -                -                (15,050)
                                                          ------------     ------------          --------------
       Net cash used for investing activities                 (135,733)        (243,707)            (1,025,572)

Cash flows from financing activities
   Stock sale expenses                                               -                -                (11,716)
   Proceeds from sale of common stock                          897,862          276,699              3,784,106
   Proceeds from notes payable                                   5,000          120,315              2,332,971
   Principal repayments of notes payable                        (6,822)         (16,650)              (605,019)
   Principal payments on capital lease obligations              (5,934)         (15,423)               (47,472)
   Proceeds from preferred stock sale                                -                -                 20,000
   Repurchase of preferred stock                                     -                -                (11,319)
   Preferred dividends paid                                          -                -                 (5,834)
                                                          ------------     ------------          --------------
       Net cash provided by financing activities               890,106          364,941              5,455,717

Increase (decrease) in cash                                    (41,560)        (112,024)                 5,946

</TABLE>


                                  - continued -

                                       -7-

   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)
                     Six months ended June 30, 1999 and 1998
         and Period from November 12, 1986 (inception) to June 30, 1999


                                                                 Six months ended                 Period from
                                                                     June 30,                  November 12, 1986
                                                               1999             1998            to June 30, 1999
                                                           -----------      -----------        -----------------
<S>                                                        <C>              <C>                <C>
Cash at beginning of period                                     47,506          123,454                      -
                                                           -----------      -----------            -----------
Cash at end of period                                      $     5,946      $    11,430            $     5,946
                                                           ===========      ===========            ===========

Cash flow information:
   Interest paid                                           $    14,774      $         -            $   107,839
   Income taxes paid                                       $         -      $         -            $        32

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

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

Common stock issued for:
   Services and fees                                       $   219,595      $   209,185            $ 2,093,968
   Repayment of notes payable                              $   151,318      $   227,500            $ 1,390,735
   Payment of interest                                     $    11,574      $    22,864            $   138,639
   Payment of accounts payable and exp reimbursement       $         -      $         -            $    15,000
   Conversion of preferred stock                           $         -      $         -            $   100,000
   Payment of preferred stock dividend                     $         -      $         -            $    25,556
   Notes Receivable                                        $   123,972      $    74,134            $   753,034
   Equipment                                               $         -      $    25,000            $    25,000

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

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

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

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


</TABLE>



                                       -8-

   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,
1998.

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

During  January of 1998,  the Company  formed a  strategic  joint  venture  with
Transaction  Information  Systems,  Inc.  (TIS) for the  building of a technical
robust  architecture  capable of supporting  the Company's  long term  strategic
initiatives  of creating an  interactive  enterprise  insurance  and  retirement
services website. The Company has capitalized such costs as software development
costs. Total costs incurred to date with TIS is $666,767;  of which, $600,000 is
paid.

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 is less than the stated value,  software  costs will be written down to
fair value.

                                       -9-


<PAGE>



                           VIKING CAPITAL GROUP, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)




3. RELATED PARTY TRANSACTIONS

During the quarter,  two promissory notes with a related party were repaid.  The
notes originated on 4/28/98 and 9/28/98 and carried an interest rate of 12%. The
principal  amounts were $3,000 and $1,322  respectively with accrued interest of
$388 and $104.


4. OPTIONS ISSUED

During the current quarter,  the Company granted 230,388 options  exercisable at
rates from $0.25 to $1.00 per share.  This includes  options for 230,388  shares
exercisable and expiring within one year at a weighted average exercise price of
$0.76 per share.


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 JUNE 30, 1999

Subsequent  to June 30, 1999,  the Company  issued a five  million  share option
exercisable  at $0.75  per  share  for five  years to  William  J.  Fossen,  its
chairman,  president  and CEO.  The Company  also  issued a one  hundred  eighty
thousand  share option  under the 1996 Stock Option Plan to Tim Baumann,  its VP
Mergers and Acquisitions  exercisable at the rate of 25% per year for five years
at $1.00 per share.




                                      -10-


<PAGE>



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

Material Changes in Results of Operations
-----------------------------------------

         During the three and six month period ended June 30, 1999,  the Company
continued in its efforts to secure  capital and  implement  its proposed plan of
business.  In the  course  of its  efforts  to  fulfill  its  strategic  plan of
operation  it continued to expand upon its  alliances  and  continued to improve
upon its systems.  The purpose of these systems is to support the Company's long
term strategic  initiative of creating an internet based  financial  portal with
systems  capable of supporting the needs of full life  insurance  administration
and  data  processing(Universal  IP),  remote  banking(IP  Banker),   facilitate
securities trading via the internet(IP  Trader),  and HR/Employee  benefits data
processing(Benefits  IP).  A  more  complete  description  of  each  service  is
available on the Company's  website at  www.vcgi.com.  Additional  resources are
also  being put forth in a sales  recruiting  effort  for the  Company's  remote
banking services.  This service is called IP Banker and is provided on a service
bureau basis. The Company is actively seeking professional sales representatives
across the United  States for IP Banker.  The  Company  has thus far  identified
candidates in Texas, Florida,  Kentucky,  New Jersey, New York, and Georgia. The
Company has also signed two agreements  for products to be made available  which
the Company believes will enhance customer  satisfaction and use of its network.
These products will be made available through the Company's  E-Commerce  website
at  www.eoutletdirect.com  which was launched in July. The VidnetPC,  a powerful
video  conferencing  PC, is currently  available  and featured.  The  technology
offers  full-motion,  2-way  video  communications  over  IP  based  connections
(Internet,  Extranet,  Intranet)  and  is  compliant  with  MPEG  and  streaming
video/DVD  standards.  The  second  agreement  will  provide  for the  sale  and
distribution of a family of products called  Webnote(TM) which is a sub-notebook
size device with touch screen,  color  display and  keyboard.  The complete unit
weighs about 2 lbs. The  Webnote(TM) is also equipped with smart card technology
to provide  additional  security  which acts as a "web access  key"  providing a
unique  identifier.  The Company  anticipates  using this  technology to enhance
acceptance and use of its employee  benefits  administration  services and other
services.  The Company also continues to pursue insurance  company  acquisitions
and has  added  personnel  to  support  such  efforts.  In  connection  with its
insurance company strategy,  the Company has concluded that it will allow future
acquired  insurance  companies to buy the stock of Viking Capital Group, Inc. to
the extent allowed under state insurance laws. The Company's revenue  generating
focus is on IP Banker while asset accumulation  strategies  continue to focus on
insurance company acquisitions. The Company continues to expand its web presence
and is initiating marketing efforts of its services, particularly IP Banker.

         In  connection  with its efforts to attract  capital and  implement its
plan of business,  the Company incurred general and  administrative  expenses of
$487,205  and  reported  net losses of $485,738 for the three month period ended
June 30, 1999. Included in the costs and losses is an accrued (unpaid) officer's
payroll charge for two quarters equaling $141,500.


Material Changes in Financial Condition, Liquidity and Capital Resources
------------------------------------------------------------------------

         The Company had a cash balance of $5,946 at June 30,  1999.  During the
second  quarter of 1999,  the Company raised  $191,400  through  private sale of
stock and exercise of options.

         With the receipt of $191,400 from these sources and expected additional
funding , the Company believes it has sufficient funds to continue  pursuing its
plan of operations  for the next twelve months,  exclusive of insurance  company
acquisitions  which  constitutes  the full plan of  operations.  The  Company is
currently  evaluating  various options to raise  additional  capital,  including
possible  placements  of debt and equity for the  purpose of  insurance  company
acquisitions.  There  is  no  assurance,  however,  that  the  Company  will  be
successful  in  securing  additional  financing  and,  therefore,  there  is  no
assurance  that the Company can  implement its full plan of  operations.  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.




                                      -11-

<PAGE>

                           PART II - OTHER INFORMATION

Item 5. Other Information

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

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







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

















                                      -13-


<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: August 16,  1999                   By:  \s\  William J. Fossen
                                          --------------------------------------
                                                    William J. Fossen, President


Dated: August 16, 1999                    By:  \s\  Matthew W. Fossen
                                          --------------------------------------
                                                    Matthew W. Fossen
                                                    Chief Financial Officer

















                                      -14-

<PAGE>



                                      EX-21
                         Subsidiaries of the Registrant



                                  EXHIBIT 21.1


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

The following are current subsidiaries of Registrant.

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

Viking Capital Financial Services, Inc.                            Texas
Viking Insurance Services, Inc.                                    Texas
Viking Systems, Inc.                                               Texas
Viking Administrators, Inc.                                        Texas
NIAI Insurance Administrators, Inc.                           California















                                      -15-