SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) August 26, 2004
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VIKING CAPITAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-22744 87-0442090
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Two Lincoln Centre, 5420 LBJ Freeway, Ste 300, Dallas, Texas 75240
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(Address of Principal Executive Offices) (Zip Code)
(972) 386-9996
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(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 2.03 Creation of a Direct Financial Obligation
On August 30, 2004, the Company received $250,000 cash in a transaction with an
existing shareholder resulting in the creation of a long-term debt (promissory
note). The promissory note is for five years, accrues interest at a 10% annual
percentage rate and pays interest semi-annually. Principal payments are to be
made at the rate of $50,000 per year. Viking has the right to repay the loan
within 60 days if it also pays a $30,000 fee or after one year without
additional fees.
Item 3.02 Unregistered Sales of Equity Securities
On August 26, 2004, the Company received $50,000 cash in a transaction with the
same shareholder described above for the sale of Class A Common restricted stock
and two stock options to buy Class A Common restricted stock. The transaction
was comprised of a) 1,250,000 Class A Common restricted shares sold at $0.04 per
share, b) a five year stock option to buy 7,500,000 Class A Common restricted
shares, exercisable at the rate of $0.04 per share after sixty days, and may be
cancelled if Viking repays $250,000 of debts due to this shareholder during the
sixty day period and c) a five year stock option to buy 2,500,000 Class A Common
restricted shares, exercisable at the rate of $0.04 per share after six months,
and may not be canceled. The private transaction was conducted with an
accredited investor under exemption from registration under the Securities Act
pursuant to Section 4(2) and/or Regulation D, Rule 506 or other applicable
exemptions.
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Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Viking Capital Group, Inc.
Date: August 30, 2004 /s/ Matthew W. Fossen
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Matthew W. Fossen
President, Chief Financial Officer
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