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, 2002

                                       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,  2002,  approximately  58,759,684  shares of Common  Stock of the
issuer were outstanding.  As of June 30, 2002,  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 June 30, 2002 (Unaudited)
         and December 31, 2001...............................................3

     Consolidated Statements of Operations (Unaudited) for the
         three months ended June 30, 2002 and 2001...........................5

     Consolidated Statements of Operations (Unaudited) for the
         six months ended June 30, 2002 and 2001.............................6

     Consolidated Statements of Cash Flows (Unaudited) for the
         six months ended June 30, 2002 and 2001.............................7

     Notes to Consolidated Financial Statements..............................9

Item 2. Management's Discussion and Analysis or Plan of Operations..........13

PART II. - OTHER INFORMATION

Item 1. Legal Matters.......................................................17

Item 2. Changes in Securities...............................................17

Item 5. Other Information...................................................17

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

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

EXHIBITS....................................................................21





                                       2
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                               (expressed in US $)


                                     ASSETS
                                     ------

                                                                 (unaudited)
                                                                   June 30,      December 31,
                                                                     2002            2001
                                                                 ------------    ------------
                                                                        (in thousands)
<S>                                                              <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                     $     13,456    $      7,191
   Other receivables                                                      474             719
   Mortgage notes receivable                                           13,665          15,797
   Notes receivable and accrued interest, net of allowance of
     $191,000 and $131,000 (including related party amounts of
     $95,000 and $60,000 at June 30, 2002 (unaudited) and
     December 31, 2001, respectively                                       99              60
   Deposit                                                              1,208           1,210
   Real estate held for sale                                           49,300          50,592
                                                                 ------------    ------------

        Total current assets                                           78,202          75,569

PROPERTY AND EQUIPMENT
   Building                                                            37,543          37,543
   Computer equipment                                                     157             157
   Furniture and office equipment                                          43              43
   Vehicles                                                                39              39
   Building improvements                                                  642             640
                                                                 ------------    ------------

                                                                       38,424          38,422

   Accumulated depreciation and amortization                           (1,224)           (173)
                                                                 ------------    ------------

             Net property and equipment                                37,200          38,249

CAPITALIZED SOFTWARE, net of accumulated amortization
   of $361,000                                                            413             413

NOTES AND OTHER RECEIVABLES FROM RELATED PARTIES                       14,368          12,876

INVESTMENTS IN AFFILIATES                                               2,025           2,118

OTHER ASSETS                                                               40              44
                                                                 ------------    ------------

TOTAL ASSETS                                                     $    132,248    $    129,269
                                                                 ============    ============

</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)
                                                                         June 30,      December 31,
                                                                           2002            2001
                                                                       ------------    ------------
                                                                               (in thousands)
<S>                                                                    <C>             <C>
CURRENT LIABILITIES
  Current maturities of long-term debt (including $88,000 due to
     related parties, net of unamortized debt discount of $18,000
     and $48,000 at June 30, 2002 (unaudited) and
     December 31, 2001, respectively)                                  $     19,905    $     19,960
  Accounts payable                                                           12,075          12,454
  Accrued officers' salaryand payroll taxes                                   1,595           1,658
  Customer deposits                                                           6,040              --
  Other payables                                                             12,005          12,642
  Due to related parties                                                        601           1,174
  Deferred income tax liability                                              13,801          13,737
  Current income taxes payable                                                  567             568
  Other accrued expenses                                                      9,133           8,320
                                                                       ------------    ------------

             Total current liabilities                                       75,722          70,513

LONG-TERM DEBT, less current portion                                         25,489          25,531
                                                                       ------------    ------------

             Total liabilities                                              101,211          96,044

NON-CONTROLLING INTEREST                                                      8,062           8,091

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, 1,800,000 shares issued and outstanding
        (liquidation preference of $18,000,000)                               1,800           1,800
  Common stock $0.001 par value; 150,000,000 shares authorized,
     66,785,284 and 64,362,000 shares issued at June 30, 2002
     (unaudited) and December 31, 2001, respectively                             67              64
  Common stock Class B $0.001 par value; 100,000 shares authorized,
     issued and outstanding                                                      --              --
  Additional paid-in capital                                                 36,657          36,205
  Accumulated deficit                                                       (12,508)         (9,894)
                                                                       ------------    ------------
                                                                             26,016          28,175

             Less treasury stock; 8,025,625 shares at cost                   (3,041)         (3,041)
                                                                       ------------    ------------

             Total stockholders' equity                                      22,975          25,134
                                                                       ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $    132,248    $    129,269
                                                                       ============    ============

</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 $)


                                                                         Three Months Ended June 30,
                                                                             2002            2001
                                                                         ------------    ------------
                                                                    (in thousands, except loss per share)
<S>                                                                      <C>             <C>
REVENUES
     Rental income                                                       $        805    $         --
     Sales of real estate, net of sales taxes                                     170              --
     Other                                                                         14              --
                                                                         ------------    ------------

         Total revenues                                                           989              --

COST OF REVENUE
     Cost of real estate sales                                                   (259)             --
     Write down of real estate held for sale                                   (1,118)             --
     Selling expenses                                                             (25)             --
                                                                         ------------    ------------

         Total cost of revenue                                                 (1,402)             --
                                                                         ------------    ------------

GROSS PROFIT                                                                     (413)             --

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                   (1,541)           (318)
                                                                         ------------    ------------

Loss from operations                                                           (1,954)           (318)

OTHER INCOME (EXPENSE)
     Interest income (including $232,000 and $0 from related parties)             233               2
     Interest expense (including $2,000 and $1,000 to related parties)           (636)            (12)
     Loss from equity accounted investments                                      (105)             --
     Other income                                                                  13              --
                                                                         ------------    ------------

         Total other income (expense)                                            (495)            (10)
                                                                         ------------    ------------

Loss before provision for income taxes and non-controlling interest            (2,449)           (328)

         Income tax expense                                                      (371)             --
                                                                         ------------    ------------

Loss before non-controlling interest                                           (2,820)           (328)

NON-CONTROLLING INTEREST                                                          941              --
                                                                         ------------    ------------

NET LOSS                                                                 $     (1,879)   $       (328)
                                                                         ============    ============

BASIC AND DILUTED LOSS PER SHARE                                         $      (0.03)   $      (0.01)
                                                                         ============    ============

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                           58,138          37,030
                                                                         ============    ============

</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 OPERATIONS
                               (expressed in US $)


                                                                           Six Months Ended June 30,
                                                                             2002            2001
                                                                         ------------    ------------
                                                                    (in thousands, except loss per share)
<S>                                                                      <C>             <C>
REVENUES
     Rental income                                                       $      1,356    $         --
     Sales of real estate, net of sales taxes                                     318              --
     Other                                                                         14              --
                                                                         ------------    ------------

         Total revenues                                                         1,688              --

COST OF REVENUE
     Cost of real estate sales                                                   (364)             --
     Write down of real estate held for sale                                   (1,118)             --
     Selling expenses                                                             (81)             --
                                                                         ------------    ------------

         Total cost of revenue                                                 (1,563)             --
                                                                         ------------    ------------

GROSS PROFIT                                                                      125              --

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                   (2,426)           (743)
WRITE OFF OF MORTGAGE NOTES RECEIVABLE                                           (139)             --
                                                                         ------------    ------------

Loss from operations                                                           (2,440)           (743)

OTHER INCOME (EXPENSE)
     Interest income (including $232,000 and $0 from related parties)             235               4
     Interest expense (including $4,000 and $1,000 to related parties)         (1,481)            (24)
     Loss from equity accounted investments                                      (102)             --
     Other income                                                                   5              --
                                                                         ------------    ------------

         Total other income (expense)                                          (1,343)            (20)
                                                                         ------------    ------------

Loss before provision for income taxes and non-controlling interest            (3,783)           (763)

         Income tax expense                                                       (86)             --
                                                                         ------------    ------------

Loss before non-controlling interest                                           (3,869)           (763)

NON-CONTROLLING INTEREST                                                        1,255              --
                                                                         ------------    ------------

NET LOSS                                                                 $     (2,614)   $       (763)
                                                                         ============    ============

BASIC AND DILUTED LOSS PER SHARE                                         $      (0.05)   $      (0.02)
                                                                         ============    ============

WEIGHTED-AVERAGE NUMBER OF SHARES
     OUTSTANDING - BASIC AND DILUTED                                           57,825          36,625
                                                                         ============    ============

</TABLE>

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
                               (expressed in US $)
                                 (in thousands)


                                                                Six Months Ended June 30,
                                                                   2002           2001
                                                                ----------     ----------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                   $   (2,614)    $     (763)
     Non cash charges included in operations
         Depreciation and amortization                               1,050            154
         Amortization of deferred financing costs                       29             --
         Common stock issued for services                               63             59
         Stock options issued for services                              30             48
         Loss from equity accounted in affiliates                      102             --
         Non-controlling interest                                   (1,255)            --
         Write off of mortgage notes receivable                        139             --
         Write off of accounts receivable                              248             --
     Changes in assets and liabilities
         (Increase) decrease in real estate held for sale            1,303             --
         (Increase) decrease in mortgage loans receivables           1,875             --
         (Increase) decrease in accrued interest receivable             (3)            (4)
         (Increase) decrease in other assets and receivables            (5)            55
         Increase (decrease) in accounts payable                      (360)           (46)
         Increase (decrease) in accrued officers' salary and
            payroll taxes                                               --            204
         Increase (decrease) in customer deposits                    6,040             --
         Increase (decrease) in other accrued expenses                 756             --
         Increase (decrease) in deferred income tax liability           86             --
         Increase (decrease) in other payables                        (601)             6
                                                                ----------     ----------

Net cash provided by (used in) operating activities                  6,883           (287)

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property, plant and equipment                        (65)            --
     Loans made                                                         (4)           (53)
     Loans made to shareholders                                        (36)            --
     Advances to related parties                                    (2,390)            --
                                                                ----------     ----------

Net cash used in investing activities                               (2,495)           (53)


</TABLE>

                                 - Continued -


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

                                       7
<PAGE>
<TABLE>
<CAPTION>

                   VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
                               (expressed in US $)
                                 (in thousands)

                                                            Six Months Ended June 30,
                                                               2002           2001
                                                           -----------    -----------
<S>                                                        <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES
     Capital contributions                                 $       798    $        --
     Proceeds from notes payable                                   215            175
     Advances from related parties                                 793             --
     Repayments of notes payable                                  (200)           (15)
     Repayments of capital lease obligations                        --             (5)
     Proceeds from sale of common stock                            271            175
                                                           -----------    -----------

Net cash provided by financing activities                        1,877            330
                                                           -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             6,265            (10)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 7,191             13
                                                           -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $    13,456    $         3
                                                           ===========    ===========

SUPPLEMENTAL DISCLOSURES

     Cash flow information:

         Interest paid                                     $       515    $         9
         Income taxes paid                                          --             --

     Non-cash financing activities:

         Common stock issued for:
             Repayment of notes payable                             84             18

         Common stock issued for:
             Payment of interest                                     6             --

Common stock cancelled for conversion of note receivable             1             60

Marketable securities acquired for note payable                     --              9


</TABLE>

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

                                       8
<PAGE>

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION

The consolidated  interim  financial  statements  include the accounts of Viking
Capital Group, Inc. and its 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,
2001.

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

2.   NOTES PAYABLE

During the current  quarter,  the Company  entered  into  promissory  notes with
related parties totaling $25,000.  These notes bear interest at 12%, are secured
by all assets of Viking and are due on demand. Additionally,  during the current
quarter,  the Company entered into a new convertible note for $8,000.  This note
bears  interest at 12%, is secured by the assets of Viking,  is  convertible  at
$0.30 per share of common stock and is due on demand. Interest payments on these
notes are due  annually.  During the current  quarter,  notes  payable  totaling
$30,000 were converted into 200,000 shares of common stock.

3.   RELATED PARTY TRANSACTIONS

During the current quarter, the Company entered into $16,000 of promissory notes
receivable with related parties. At June 30, 2002, there were $95,000 promissory
notes receivable from related parties. Additionally,  during the current quarter
the Company entered into promissory  notes payable totaling $25,000 with related
parties.  At June 30, 2002 there were  $88,000 in  promissory  notes  payable to
related parties.

During the current quarter,  the Company  advanced  $179,000 to a shareholder of
Golden Horse,  $1,924,000 to an entity  related to a shareholder of Golden Horse
and $37,000 to an entity owned by two  directors of Fei Yun Viking.  At June 30,
2002, amounts due from related parties totaled $2,738,000. This balance includes
$356,000  that is due to  Golden  Horse  from a  shareholder  of  Golden  Horse,
$585,000 that is due to Golden Horse from an entity  related to a shareholder of
Golden  Horse,  and  $1,797,000  that is due from an entity that is owned by two
directors  of  Fei  Yun  Viking.  Advances  during  the  current  quarter  to  a
shareholder of Golden Horse are the result of a judgment ordering the Company to
deliver  three  office  units  which  were  sold  through  an  auction  to pay a
litigation  settlement on behalf of the  shareholder.  The shareholder of Golden
Horse will repay the Company for the cost of these units  totaling  $179,000 and
accordingly  the Company has recorded this amount as a  receivable.  The amounts
due from the related  parties are unsecured,  bear no interest and have no fixed
terms of repayment.

                                       9
<PAGE>

During the current quarter the Company received advances of $81,000 from related
parties.  At June 30, 2002,  amounts due to related  parties from Fei Yun Viking
totaled  $601,000.  During the current quarter,  $1,339,000 that was advanced to
the  Company  during the first  quarter of 2002,  from China Land  Property,  an
entity related to a shareholder  of Golden Horse,  was offset against an advance
made to China Land Properties. The amounts due to related parties are unsecured,
bear no interest and have no fixed terms of repayment.

In connection with the Fei Yun Viking acquisition in 2001,  the Company obtained
two notes  receivable  totaling  $11,630,604 from officers of Fei Yun. The first
note receivable totals $5,148,060.  This note bears interest,  payable annually,
at 4%. The first  principal  payment  equaling  50% of the note balance is due 5
years  from the date of the note (or July  2006)  with the  remaining  principal
balance  due 10 years from the date of the note  (2011).  This note  contains an
option  for the  Company  to  purchase  40% of the  common  ownership  of Heibie
Kangshun  FeiYun  Organic  Waste  Processing  Company,  Ltd.  for  consideration
consisting of the surrender of the note receivable.

The second note receivable totals $6,482,544.  This note bears interest, payable
annually, at 4%. The first principal payment equaling 50% of the note balance is
due 5 years  from  the  date of the note  (or  July  2006)  with  the  remaining
principal  balance  due 10 years  from the date of the note  (2011).  This  note
contains an option for the  Company to purchase 33 1/3% of the common  ownership
of Beijing Anhua Office Building Co., Ltd. for  consideration  consisting of the
surrender of the note receivable.

4.   SHAREHOLDERS' DEFICIT

During the current  quarter,  the Company  issued 859,599 shares of common stock
for cash of $140,500,  250,000  shares of common  stock for  services  valued at
$37,500,  5,000 shares of common stock that were issued for a note receivable in
the amount of $1,000  were  returned  and  200,000  shares of common  stock were
issued as the  result of the  conversion  of one note  payable  in the amount of
$30,000.

During the first quarter of 2002, the Company granted 9,850,000 share options to
employees for common restricted stock exercisable at $0.20 per share that expire
in five years for compensation. The Company also issued 26,000 share options for
common restricted stock exercisable at $0.50 per share that expire in six months
in  connection  with  the  purchase  of  common   restricted  shares  for  cash.
Additionally,  200,000 share  options for  non-employees  with  exercise  prices
ranging  from $0.20 - $0.30 per share which  expire in two years were issued for
services.  The Company also granted 224,000 common  restricted  stock options in
connection  with $64,480 of debt and interest  converting  to stock that have an
exercise  price of $0.50 per share and expire  within one year.  No options were
granted or exercised during the current quarter.

5.   GOING CONCERN UNCERTAINTY

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  including the periods since its acquisition of
businesses  in China  as  discussed  below.  Additionally  at June 30,  2002 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.

In December  2001 the Company  completed the  acquisition  of Fei Yun, an entity
based in  Beijing,  China.  The  Company  expects  to  generate  cash flows from
operations from its Chinese subsidiaries but has verbally agreed not to withdraw
funds up to the Parent during its first year of control.  The Company also plans
to reduce current debt levels and related interest expense through  negotiations
with debt holders although the likelihood of success of the negotiations can not
be predicted at this time. In the  meantime,  the Company will continue to incur
expenses  relating to  corporate  overhead and  activities  in  connection  with
managing the Company's investments and considering additional opportunities. 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 in raising
capital  in the past,  if the  Company  is unable  to raise  capital,  it may be
required  to sell  assets or reduce the level of its  operations.  Such  actions
could have a material adverse effect on the Company's business and operations.

                                       10
<PAGE>

The  Company  also  intends  to  obtain  additional  funds in order to  complete
additional  acquisitions in China and to develop its financial services business
in the United States of America.  This capital may come from  additional debt or
equity  issuances.  The Company  currently has no firm  commitments  in place to
provide additional financing. There can be no degree of assurance given that the
Company will be successful in completing additional financing transactions.

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.

6.   CONTINGENCIES

In prior  periods,  Golden Horse entered into a sales agent  agreement with King
Fair  International  ("King  Fair").  Subsequently,  King Fair  entered  into an
agreement to sell a block of Golden Horse  apartments for $20,000,000 to Bao Li.
This  amount  was paid by Bao Li to King Fair.  As King Fair  failed to pay this
amount  to  Golden  Horse,  Golden  Horse  did not  transfer  the  title  of the
apartments to Bao Li.

In 2000,  Bao Li undertook  legal action  against Golden Horse and King Fair for
the  return  of  $20,000,000  together  with  accrued  interest  of  $2,000,000.
Subsequentlyl,  the court  ordered  King Fair and Golden  Horse,  with joint and
several  responsibilities,  to repay the  $20,000,000  and  accrued  interest of
$8,000,000 to Bao Li.

In connection with this case, it is the Company's  understanding  that the court
has frozen certain properties of King Fair in the Beijing  Celebrities  Building
and  27%  of the  equity  interest  in  the  company  that  holds(owns)  Beijing
Celebrities  Building. No asssets of Golden Horse have been frozen. The value of
the King Fair and  related  assets  believed  to be frozen by the court have not
been  determined.  Additionally,  if Bao Li should  accept  these assets in full
payment,  the  judgement  would  be  satisfied  in  full  and no  short  fall in
satisfying  this judgement would occur with no liability to Golden Horse. In the
event that a  shortfall  occurs,  Golden  Horse may  initiate  additional  legal
actions  against King Fair with the intent that they should be  responsible  for
any shortfalls.  Therefore, the Company has not accrued a liability at this time
related to this judgement.

Golden Horse is a  consolidated  60% owned  subsidiary of Beijing Fei Yun Viking
Enterprises.  Ltd. (Fei Yun Viking). Fei Yun Viking is a 96% owned subsidiary of
Viking Capital Group, Inc.

7.   SEGMENTS

The Company's operations are classified into four principal reportable segments;
real  estate,  chemical  sales,  construction,  and garment  manufacturing.  All
businesses are located and operate in the People's  Republic of China.  The real
estate  segment owns and operates a commercial  and  residential  property.  The
chemical  segment  trades and transports  chemical  products.  The  construction
segment  is  constructing  a highway in the  Jiangsu  Province  of the  People's
Republic  of China.  The garment  manufacturing  segment  manufactures  clothing
specifically  focusing on export  garments.  The only segment which is currently
generating revenues is real estate.

The accounting  policies of the segments are the same as those  described in the
summary of significant accounting policies.


                                       11
<PAGE>
<TABLE>
<CAPTION>

The following  table  presents  information  about the four segments for the six
months ended June 30, 2002 (in thousands):

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

Revenues from
external customers   $      1,674    $         --    $         --    $         --    $         14    $      1,688
Interest income                --              --              --              --             235             235
Interest expense           (1,416)             --              --              --             (65)         (1,481)
Depreciation and
amortization               (1,050)             --              --              --             (30)         (1,080)
Income (loss) from
equity accounted
investment                     --              --             (92)            (10)             --            (102)
Income tax benefit
(expense)                     (86)             --              --              --              --             (86)
Net income (loss)          (1,739)           (236)            (92)            (10)           (537)         (2,614)
Total assets              115,989           1,218           1,482             543          13,016         132,248

</TABLE>

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  assets  (including  $11,630,604  of notes
receivable  from  related  parties  and  accrued  interest  on  these  notes  of
$232,000),   and  the  corporate   expenses  to  reconcile  segment  amounts  to
consolidated balances.

During the six months  ended June 30, 2001,  the Company was in the  development
stage and had no operating segments.

8.   UNAUDITED PRO FORMA INFORMATION

Unaudited  pro-forma  financial  information  for the three and six months ended
June 30, 2001, as though the acquisitions of Beijing Fei Yun Viking  Enterprises
Company,  Ltd. and Wuxi Viking Garments Company, Ltd. had occurred on January 1,
2001 is as follows (in thousands):

                                      Three months ended   Six months ended
                                         June 30, 2001       June 30, 2001
                                         -------------       -------------

     Revenues                             $    1,162          $    2,325
                                          ==========          ==========
     Net loss                             $   (1,377)         $   (2,754)
                                          ==========          ==========

     Net loss per share:
       Basic and diluted                  $    (0.03)         $    (0.05)
                                          ==========          ==========


9. CUSTOMER DEPOSITS

During the second quarter of 2002, Golden Horse entered into a potential sale of
a block of  condominiums  and has received  $6,040,000  in  connection  with the
transaction.  Revenue has not been recorded on this  potential sale as it may be
necessary to return the cash to the buyer.  Consequently  a payable  (liability)
(customer deposits on the balance sheet) has been created in connection with the
cash received.



                                       12
<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.


Forward Looking Statements

     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,  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 US
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. 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.  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 is  currently  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).

     The Company expects to continue to acquire companies in China that have, on
average U.S.  dollars,  $100 to $200 million in assets.  The Company  focuses on
making  acquisitions from China's  privatization  program and bank restructuring
opportunities.


                                       13
<PAGE>

     Part of the expected continued success of the acquisition  strategy is that
the Company's  stock has been well accepted in China and is expected to continue
to be well accepted. The Company expects,  however, that it will need additional
cash for  acquisitions  and therefore  desires and expects to raise  significant
amounts of capital to pursue  acquisitions.  The Company does not have committed
capital  sources at this time.  The Company may also use  companies or assets it
already owns as all or part of the purchase price of future acquisitions.

     Capital raised will be for additional acquisitions,  repurchase of existing
outstanding  preferred  stock,  fees and  costs  associated  with  acquisitions,
working capital and potential debt reduction.  Part of the Company's strategy in
any acquisition is management's  belief that a significant  amount of debt at an
acquisition  candidate may be negotiated and settled at a significant  discount.
It is also  management's  belief that after the preferred  stock is  repurchased
(which was used to  purchase a portion  of  Beijing  Fei Yun Viking  Enterprises
Company, Ltd. (Fei Yun Viking)), an additional 40% of Beijing Golden Horse Great
Wall Estate  Construction  Company,  Ltd.  (Golden  Horse) may be available  for
purchase under very favorable  terms.  The Company  currently owns 60% of Golden
Horse via Fei Yun and expects to pursue the remaining 40%.

     The Company has in the past 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 second
quarter of 2002, the Company raised approximately  $173,500 to meet the needs of
its Parent Operations.  Potential  increases to the Company's Parent Operation's
cash  needs   include   hiring   additional   employees  in  the  financial  and
administrative   departments  and  potential   increases  in  professional  fees
associated  with  acquisitions  and  related  audits.  Operations  in China will
continue  to manage  their own cash needs  except for  acquisitions.  Management
believes that it can continue to raise funds from private investors for its cash
needs in the U.S. The Company is expecting to raise significantly larger 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 June 30, 2002 were $101.2 million versus $96.0
million at December  31,  2001 and are almost  entirely  associated  with Golden
Horse.   These   liabilities   are  expected  to  be  repaid  through  sales  of
condominiums,  rental income, and negotiated settlements. Part of the negotiated
settlements may include the payment of a lump sum of money that is less than the
full amount due to a creditor.  Such funds may come from additional  investments
made into Viking. Other negotiated settlements may not require any cash and will
be settled through an agreement for release of the liability.  Approximately  $6
million of liabilities were settled in December 2001 due to Viking  management's
negotiation  efforts.  There can be no degree of assurance given that management
will continue to be successful in negotiating such settlements.


Discussion of Operations

     For the six months ended June 30, 2001, the Company was in the  development
stage and did not generate any revenues.  The Company began generating  revenues
from its acquisitions which were effective in December 2001.

     Pursuant to a purchase  agreement dated August 1, 2001 the Company acquired
25% of Fei Yun Viking,  a Chinese  holding  company  with two  subsidiaries,  an
equity accounted investment and other assets. Subsequently the Company purchased
an additional 71% of Fei Yun Viking  bringing its total  ownership to 96%. These
transactions  were  effective in December 2001.  Separately,  25% of Wuxi Viking
Garments Company, Ltd. (Wuxi) was purchased late in 2001.


                                       14
<PAGE>

Revenues

     Rental income for the second quarter of 2002 was $805,000  versus  $551,000
during the first quarter of 2002.  This represents a 46% increase from the prior
quarter.  The Company did not  generate  any rental  income  during the first or
second quarter of 2001. For comparison purposes,  annual rental income generated
by Golden  Horse,  before it was acquired by Fei Yun Viking,  was  approximately
$735,000.  During most of 2001, Sunshine Plaza was remodeling  approximately 67%
of its leaseable  retail space to  accommodate  Pretty Mall and Wonderful  Mart.
Current  rental income  increases  can be primarily  attributed to higher retail
sales of these two tenants  after the Chinese New Year in the first  quarter and
higher total occupancy of retail space in general. The Company derives rent from
Wonderful Mart and Pretty Mall based upon the tenant's sales.

     Condominium  sales were $0 for the second  quarter of 2002 versus  $148,000
during the first  quarter of 2002.  Revenues from  condominium  sales during the
first and second  quarter of last year were zero.  During the second  quarter of
2002,  Golden Horse entered into a potential sale of a block of condominiums and
has  received  a cash  deposit  totalling  $6,040,000  in  connection  with  the
transaction.  Revenue has not been recorded on this  potential sale as it may be
necessary to return the cash to the buyer.  Consequently,  a liability (customer
deposits  on the balance  sheet) has been  created in  connection  with the cash
received. For comparison purposes,  condominium sales generated by Golden Horse,
before  it was  acquired  by Fei Yun  Viking,  for the  entire  year  2001, were
approximately $9.3 million.

     Office-space  sales during the second  quarter were  $170,000 (net of sales
tax) versus zero in the first quarter 2002.  Revenues  during the second quarter
of 2001 were zero.  A decrease to the  carrying  value of office  space held for
sale had a significant negative impact to cost of revenues and net loss, but did
not affect cash flows from  operations.  This write down is due to the fact that
the  office  space was sold below book  value and  consequently,  all  remaining
office  space  held for sale (not  condominium  space)  was  reduced in value to
reflect the new lower current  selling price.  This non-cash  expense,  recorded
within the cost of  revenue  heading on the income  statement,  is  required  to
reflect  inventory  values at the lower of cost or  market(recent  sales).  This
non-cash adjustment reduced net income by $1,118,000.

     The revenues described above are from the single largest  revenue-producing
asset acquired during 2001 which is the real estate complex Sunshine Plaza owned
by Golden Horse,  a subsidiary of Fei Yun Viking.  Sunshine Plaza is a mixed use
real  estate  complex  with a total  of  approximately  1,688,000  square  feet.
Sunshine Plaza primarily  derives its revenues from leasing retail space and the
sale of  condominiums.  During  most of  2001,  Sunshine  Plaza  was  remodeling
approximately  67% of its leaseable retail space to accommodate  Pretty Mall and
Wonderful Mart.

     Beijing Fei Yun Viking  Chemical  Trading Co., Ltd.  (Chemical  Co.) is not
actively  brokering/trading  chemicals at this time.  The Chemical Co.  requires
proper  capitalization  for extending credit terms to its customers.  During the
second  quarter of 2002,  revenues were  insignificant  versus zero in the first
quarter.  Revenues  during  the  first and  second  quarter  of 2001 were  zero.
Significant  revenues  are not  expected  from this entity  until it is properly
capitalized. There are no imminent plans to capitalize this entity.





                                       15
<PAGE>

Equity Accounted Investments

     Viking's equity accounted investment in Wuxi Viking Garments Company, Ltd.,
generated  approximately a $24,000 loss on the Company's statement of operations
for the second  quarter of 2002  versus a $14,000  gain in the first  quarter of
2002.

     Fei Yun Viking's equity accounted investment in Lianyugang East Sea Highway
Development  and  Management  Company,  Ltd.  (Tollway)  incurred a $73,000 loss
during the second quarter of 2002 versus a $19,000 loss during the first quarter
of 2002. Construction of the highway has not been completed as of June 30, 2002.
Management's  best  estimate is that the highway will be  completed  late in the
fourth quarter 2002.

General and Administrative Expenses

     Consolidated  general and administrative  costs from all operations for the
second quarter of 2002 and 2001, were $1,541,000 and $318,000, respectively. The
decrease is primarily attributable to the decrease in  amortization/depreciation
from  $602,000  to  $72,000  for the  quarter  ended  June 30,  2002  and  2001,
respectively.

Interest Expense

     Consolidated  interest expense for the second quarter of 2002 and 2001 were
$636,000 and $12,000  respectively.  Consolidated interest expense for the first
quarter of 2002 was  $845,000.  The  increase in interest  expense in the second
quarter of 2002  compared to the same period in the proir year is due  primarily
to the  acquisition  of Fei Yun Viking  completed  in  December  of 2001 and its
associated  debt.  Included  in  this  debt is a past  due  note  that is  being
renegotiated and consequently no interest  payments have been made on this note,
although interest is being accrued.  See further discussion in liquidity section
below regarding this loan.

Liquidity and Capital Resources

     Cash needs for general and  administrative  expenses at the Parent  Company
Level (Viking Capital Group, Inc. U.S. administrative and management level) have
been  satisfied by new  promissory  notes and 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.  The Company  will also need to raise
substantial additional capital for future acquisitions. Cash requirements at all
other levels have been  satisfied by cash  generated  from  operations and short
term borrowing in the normal course of operations.

     A subsidiary  of Fei Yun Viking has an  outstanding  loan with a balance of
approximately  $18 million that is currently  due on demand.  The original  loan
maturity  date was  extended  to  September  2000.  The  loan was also  amended,
effective  December 31, 2001, to carry a higher interest rate of 7.56% per annum
and unpaid and overdue interest  balances were to be charged a "penalty rate" of
8.93% per annum.  Management is currently  working towards a re-negotiated  loan
document  so that this loan would no longer be due on demand  and  adjust  other
terms.  If the bank demanded  repayment of the loan, it would have a significant
negative  impact on liquidity of the Company if we could not  refinance the loan
through other  sources.  Management  does not believe or expect that its current
working relationship with the lender will change.

     For the six months ended June 30, 2002 and 2001, cash provided by (used in)
operating activities was $6,883,000 and ($287,000) respectively.

     For the six months  ended June 30,  2002 and 2001,  cash used in  investing
activities was ($2,495) and ($53,000), respectively.

     For the six months ended June 30, 2002 and 2001, cash provided by financing
activities was $1,877,000 and $330,000, respectively.


                                       16
<PAGE>

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

In prior  periods,  Golden Horse entered into a sales agent  agreement with King
Fair  International  ("King  Fair").  Subsequently,  King Fair  entered  into an
agreement to sell a block of Golden Horse  apartments for $20,000,000 to Bao Li.
This  amount  was paid by Bao Li to King Fair.  As King Fair  failed to pay this
amount  to  Golden  Horse,  Golden  Horse  did not  transfer  the  title  of the
apartments to Bao Li.

In 2000,  Bao Li undertook  legal action  against Golden Horse and King Fair for
the  return  of  $20,000,000  together  with  accrued  interest  of  $2,000,000.
Subsequently,  the court  ordered  King Fair and  Golden  Horse,  with joint and
several  responsibilities,  to repay the  $20,000,000  and  accrued  interest of
$8,000,000 to Bao Li.

In connection with this case, it is the Company's  understanding  that the court
has frozen certain properties of King Fair in the Beijing  Celebrities  Building
and  27%  of the  equity  interest  in  the  company  that  holds(owns)  Beijing
Celebrities  Building.  No assets of Golden Horse have been frozen. The value of
the King Fair and  related  assets  believed  to be frozen by the court have not
been  determined.  Additionally,  if Bao Li should  accept  these assets in full
payment, the judgement would be satisfied in full and no shortfall in satisfying
this judgement  would occur with no liability to Golden Horse. In the event that
a shortfall occurs,  Golden Horse may initiate  additional legal actions against
King Fair with the intent that they should be responsible for any shortfalls. At
this time, the Company is unable to estimate its liability,  if any,  related to
this matter and  accordingly  has not accrued any  liability  at June 30,  2002.
Golden Horse is a  consolidated  60% owned  subsidiary of Beijing Fei Yun Viking
Enterprises,  Ltd. (Fei Yun Viking). Fei Yun Viking is a 96% owned subsidiary of
Viking Capital Group, Inc.


Item 2. Changes in Securities

     During the quarter ended June 30, 2002, the Company sold common  restricted
shares (Class A Common) in private sales 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;  250,000 common shares
were issued for services  valued at $37,500,  200,000  common shares were issued
for payment of  promissory  notes valued at $30,000,  5,000  common  shares were
returned to the Company in connection with a note  receivable  valued at $1,000,
and 859,999 common shares were issued for cash of $140,500.


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.


                                       17
<PAGE>

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 this  Company or any company
must do so after  personal due diligence and a personal  assessment of your risk
tolerance.  We encourage  you to review this entire  document and perform  other
information gathering of your own.


     1)   Substantially  all of our assets and  revenues are  currently  derived
          from businesses in China.  Additional risks pertaining to operating in
          a foreign country must be considered.

              There are  additional  risks to consider when making an investment
              in a non-U.S. company or a U.S. company like Viking Capital Group,
              Inc.  that  currently  has  substantially  all of its  assets  and
              revenues  derived in a non-U.S.  country  like China.  Among these
              risks are the possible  political or economic  instability  of the
              country,    predicting    international   relations   incorrectly,
              possibility  of currency  exchange  controls,  exchange rate risk,
              imposition of foreign withholding taxes or confiscatory  taxation,
              seizure or  nationalization  of foreign  deposits  or  accounts or
              other  assets,   adoption  of  adverse  foreign  government  trade
              restrictions and changes in diplomatic relations.

              Conducting   business   in  China   is   highly   dependent   upon
              relationships,  the political atmosphere and political agendas. If
              relationships should suffer, for any reason, results of operations
              and  continued  growth  of the  Company  could be  materially  and
              adversely affected.  Changing  perceptions of China in the general
              public or in politics may also materially and adversely affect the
              Company's growth, continued operations and stock prices.

              China's  entry into the World  Trade  Organization  is expected to
              increase  positive  perceptions  of  doing  business  with  China.
              However,   perceptions   can  and  do  fluctuate  over  time  with
              consequences that may be adverse and material.

     2)   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.

     3)   The business is  currently  dependent  upon a single  business for its
          revenues, Sunshine Plaza.

               Sunshine Plaza has two revenue sources:  The sale of condominiums
               and rental income from retail space. The revenues  generated from
               condominium   and   office   sales  are   highly   variable   and
               consequently,  the income  statement  of the Company is currently
               highly  variable.  The rental income from retail space is largely
               dependent  upon its two major  tenants  Pretty Mall and Wonderful
               Mart,  who are  controlled  by one  entity.  The  loss  of  these
               customers  would  materially  and  adversely  affect  results  of
               operations.  Pretty Mall and Wonderful Mart constitute 67% of the
               commercial  leasable  square feet at Sunshine  Plaza.  The leases
               with Pretty Mall and Wonderful  Mart are 20 year leases  expiring
               in 2021.  Management of these malls have good  reputations but no
               degree of assurance can be made as to future  events.  Management
               of Viking does not anticipate any significant  change in the good
               standing of these tenants at this time.

                                       18
<PAGE>

     4)   A  substantial  portion  of our  outstanding  common  stock is  freely
          tradable and may be sold into the market at any time.

              An additional  minimum of 15,800,000 common restricted shares will
              be eligible to have restrictions removed within a year. This could
              cause the market price of our common stock to drop  significantly,
              even if our business is growing.

     5)   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 persons owning our
          common stock.


Item 6.  Exhibits and Reports on Form  8-K

a)       Exhibits

Exhibit
Number         Description of Exhibit
------         ----------------------

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

b)       Reports on Form 8-K

         None




                                       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: August 14,  2002                     By:  /s/ William J. Fossen
                                               ---------------------------------
                                               William J. Fossen, CEO


Dated: August 14, 2002                      By: /s/ Matthew W. Fossen
                                               ---------------------------------
                                               Matthew W. Fossen
                                               Chief Financial Officer
                                               President






                                       20