UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 27, 2005
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)
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 27, 2005, Viking Capital Group, Inc. announced that Fitt, Inc., a
Nevada corporation had purchased 20,000,000 Class A Common restricted shares of
the Registrant and 1,800,000 shares of Series 2001 Callable Preferred Stock
($10.00 per share) of the Registrant in exchange for shares representing 60% of
the common outstanding stock and any other outstanding stock of Brentwood Re,
Ltd. (Brentwood), a St. Kitts, West Indies reinsurance company. Since its
original organization, Brentwood has not realized any revenues and has no
history of operations. The transaction was previously reported on Form 8-K on
February 2, 2005. That Report is amended by inclusion of financial information
in this filing as Item 9.01(b).
Brentwood is a development stage company and its sole asset is an Investment in
Minerals having an estimated fair value of approximately $32,400,000. This
estimated fair value is based on a certified valuation prepared by a third party
expert. As Brentwood has no historical operations, the Registrant is presenting
an un-audited, consolidated, pro-forma balance sheet as of December 31, 2004,
including this subsequent transaction as if it had taken place at the end of the
Registrant's last audited reporting period, December 31, 2004. This form 8-KA
amends the original report to include pro-forma financial information as
required by Item 9.01 of form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired.
None required. The Registrant has accounted for this transaction as an
asset purchase rather than business combination under the purchase
method of accounting. This purchase was valued using the fair value of
the Class A Common restricted shares and Preferred Stock issued.
Brentwood Re, Ltd. has no prior history of income or operations, and
its sole asset is an Investment in Minerals.
(b) Pro Forma Financial Information.
The Registrant is reporting an un-audited, consolidated, pro-forma
balance sheet and notes as of December 31, 2004, consolidating the
January 27, 2005 transaction as if it had occurred on December 31,
2004, the end of Registrant's most recent audited reporting period, as
reported on Form 10-KSB, filed March 31, 2005.
VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
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December 31,
2004 2004
Proforma as Audited
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(in thousands)
CURRENT ASSETS
Cash and cash equivalents $ -- $ --
Prepaid expenses -- --
Notes receivable and accrued interest, (including related
party amount of $129,000 at December 31, 2004), net
allowance of $428,000 at December 31, 2004 129 129
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Total current assets 129 129
PROPERTY AND EQUIPMENT
Computer equipment 157 157
Furniture and office equipment 21 21
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178 178
Accumulated depreciation and amortization (175) (175)
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Net property and equipment 3 3
CAPITALIZED SOFTWARE, net of accumulated amortization
of $ -0- at December 31, 2004 -- --
LONG TERM NOTE RECEIVABLE, net of allowance
of $6,500,000 at December 31, 2004 -- --
LONG TERM INVESTMENT IN MINERALS 32,400 --
OTHER ASSETS 4 4
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TOTAL ASSETS $ 32,536 $ 136
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The accompanying notes are an integral part of this consolidated pro-forma
balance sheet.
VIKING CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - Continued
LIABILITIES AND STOCKHOLDERS' DEFICIT
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December 31,
2004 2004
Proforma as Audited
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(in thousands)
CURRENT LIABILITIES
Current maturities of long-term debt and other current
debt (including $307,000 due to related parties at
December 31, 2004) $ 733 $ 733
Accounts payable 133 133
Accrued officers' salary and payroll taxes 1,587 1,587
Other accrued expenses (including $105,000 due to related
parties at December 31, 2004) 139 139
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Total current liabilities 2,592 2,592
LONG-TERM DEBT, (including $700,000 to a related party at
December 31, 2004 respectively)less current portion 700 700
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Total Liabilities 3,292 3,292
MINORITY SHAREHOLDER INTEREST IN BRENTWOOD RE 12,960 --
STOCKHOLDERS' DEFICIT
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, 18,000,000 and -0- shares
issued and outstanding at December 31, 2004 (Proforma
and Actual, respectively) 18,000
Common stock: $0.001 par value; 150,000,000 shares authorized,
82,233,909 and 62,233,909 shares issued and outstanding at
December 31, 2004 (Proforma and Actual, respectively) 82 62
Common stock: Class B: $0.001 par value; 100,000 shares
authorized,issued and outstanding -- --
Additional paid-in capital 35,440 34,020
Accumulated deficit (37,238) (37,238)
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Total stockholders' deficit 16,284 (3,156)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 32,536 $ 136
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The accompanying notes are an integral part of this consolidated pro-forma
balance sheet.
NOTES TO THE PROFORMA CONSOLIDATED BALANCE SHEET
On January 27, 2005, the Company acquired from FITT, Inc. (Seller), 60% of the
authorized and issued outstanding common stock of Brentwood, Re, Ltd.
(Brentwood), a St. Kitts, West Indies domiciled insurance company in exchange
for 20,000,000 of the Company's restricted common shares and 1,800,000 of the
Company's Series 2001 Callable Preferred shares. The Company has accounted for
this transaction under the purchase method of accounting. Under this method, the
value of the Company's acquisition is determined at $19,440,000, or the fair
market value of the Company's stock tendered to the Seller at the date of
acquisition as calculated using an average of the closing bid price on the day
of transaction and the four trading days prior. Brentwood's un-audited assets at
the date of acquisition include $32,400,000 of long-term assets and no
liabilities. Brentwood has had no history of operations since its incorporation
date of November 23, 2003. The Company has determined that the appraised value
of these long term assets is at a minimum the value assigned by the Company to
this purchase. Commencing January 27, 2005, the Company will include the results
of operations, if any, of Brentwood in its consolidated results of operations.
Date: April 14, 2005 Viking Capital Group, Inc.
/s/ Kingman L. Hitz
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Kingman L. Hitz
Chief Financial Officer