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) December 3, 2001
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VIKING CAPITAL GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter
Utah
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(State or Other Jurisdiction of Incorporation)
0-22744 87-0442090
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Commission File Number (IRS Employer Ident. 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. Acquisition or Disposition of Assets.
Effective December 3, 2001, pursuant to a Stock Purchase Agreement
dated August 1, 2001 including amendments and related agreements, some of which
were required to conform to requirements of the Peoples Republic of China
government regulations pertaining to foreign investors, the Registrant has
acquired 25% of the ownership of Beijing Fei Yun Viking Enterprises Co, Ltd.(Fei
Yun Viking). Fei Yun Viking is comprised of the major assets transferred from
Beijing Fei Yun Property Development, Co., Ltd. in connection with the
acquisition. The transaction was originally announced on August 1, 2001. The
acquisition was effective December 3, 2001 when Beijing Fei Yun Viking
Enterprises Co., Ltd. received its business license and other necessary public
approvals from the authorities in the Peoples Republic of China. Among the
assets acquired is a 60% ownership of a real estate company, 40% ownership of a
toll-way construction and operating company, 100% of the operations and
distribution system of a chemical exchange company, and two notes receivable
plus accrued interest. The face value of the note receivables is $11,630,604.
For further financial information, refer to the information provided pursuant to
Item 7., Financial Statements and Exhibits. The terms of the agreement were
based upon arms length negotiations. Viking paid 14,000,000 common restricted
shares to selling shareholders and 7,500,000 common restricted shares were
contributed to Beijing Fei Yun Viking Enterprises Co., Ltd. (via Beijing Fei Yun
Property Development Co., Ltd.). The 14,000,000 common restricted shares were
valued at $5.6 million based upon the weighted average value of shares traded
for the five day period beginning two days prior to the announcement of the
transaction and ending two days after the announcement. An independent third
party appraisal of the gross assets involved was performed by Beijing
Jinzhongwei Appraisal Co., Ltd. and the results were disclosed in a press
release dated November 20, 2001. Zhou Haiping will serve as chairman, president
& CEO and Wang Ping as vice chairman and vice president of Beijing Fei Yun
Viking Enterprises Co., Ltd. Both Zhou Haiping and Wang Ping will also serve as
vice presidents of Viking Capital Group, Inc.. Voting control of in excess of
51% of Fei Yun has been assigned to a Viking committee made up of Zhou Haiping,
Wang Ping, Matthew Fossen, John Lu and William J. Fossen with William J. Fossen,
Chairman of Viking Capital Group, Inc. having the right to decide any voting
ties of the committee. John Lu is the executive director of the Registrant's
Asian Pacific Operations.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. At the time of the filing of
this Report, it is impracticable for the Registrant to provide any of the
financial statements for the acquired business required by Item 7 of Form 8-K
promulgated by the Commission under the Securities and Exchange Act of 1934, as
amended (the "Act"). Accordingly, the Registrant will file the required
financial statements, if any, as soon as practicable, but not later than
February 12, 2002 as required by Item 7. The Registrant expects to file the
financial statements before December 31, 2001.
(b) Pro Forma Financial Information. At the time of the filing of this
Report, it is impracticable for the Registrant to provide any of the pro forma
financial information required by Item 7 of Form 8-K promulgated by the
Commission under the Act. Accordingly, the Registrant will file the required
financial statements as soon as practicable, but not later than February 12,
2002 as required by Item 7. The Registrant expects to file the pro forma
financial information before December 31, 2001.
(c) Exhibits.
2.1 Stock For Ownership Agreement Dated August 1, 2001
2.2 Amendment to Stock For Ownership Agreement Dated September 1, 2001
2.3 Amendment to Stock For Ownership Agreement Dated November 1, 2001
2.4 Assignment of Ownership Interest Contract Dated November 16, 2001
99.1 Press release dated November 20, 2001 - Updated information regarding
transaction
99.2 Press release dated December 11, 2001 - Announcing effectiveness of
transaction
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Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Viking Capital Group, Inc.
Date: December 17, 2001 /s/ Matthew W. Fossen
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Matthew W. Fossen
President, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT 2.1 Stock For Ownership Agreement Dated August 1, 2001
EXHIBIT 2.2 Amendment to Stock For Ownership Agreement Dated September 1, 2001
EXHIBIT 2.3 Amendment to Stock For Ownership Agreement Dated November 1, 2001
EXHIBIT 2.4 Assignment of Ownership Interest Contract Dated November 16, 2001
EXHIBIT 99.1 Press release dated November 20, 2001 - Updated information
regarding transaction
EXHIBIT 99.2 Press release dated December 11, 2001 - Announcing effectiveness
of transaction
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