UNITED STATES
                       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) March 16, 2005


                           VIKING CAPITAL GROUP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)


         Utah                            0-22744                  87-0442090
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)    (IRS Employer
 of incorporation)                                           Identification No.)


       Two Lincoln Centre, 5420 LBJ Freeway, Ste 300, Dallas, Texas 75240
       ------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (972) 386-9996
                                 --------------
              (Registrant's telephone number, including area code)



          (Former Name or Former Address, if Changed Since Last Report)





Item 1.01   Entry into a Material Definitive Agreement

On March 16,  2005,  William  J.  Fossen,  the  former  Chairman  and CEO of the
Registrant,  signed an agreement  related to the Registrant's  change of control
previously  reported on January  27,  2005,  whereby  Mr.  Fossen is selling his
100,000 Class B Viking shares to United Re Insurance  Group Limited,  a separate
company  controlled  by R. Steve Mills,  for a promissory  note in the amount of
$650,000,  pending final closing to occur April 1, 2005. Also on March 16, 2005,
and by separate letter,  Mr. Fossen returned all of his outstanding  unexercised
options  for  purchase  of the  Registrant's  shares  in  the  total  amount  of
18,300,000 shares at the weighted average exercise price of approximately $0.11,
and forgave all prior deferred compensation owed to him by the Registrant in the
amount of approximately $1,145,339.  Additionally, on March 16, 2005, in another
separate  transaction  the Registrant  agreed to accept 100,000 common shares of
CB, Inc., a private  Nevada  Corporation  affiliated  with Mr.  Fossen,  in full
payment of Mr. Fossen's previously outstanding promissory note obligation to the
Registrant  in the  amount  of  approximately  $101,970.  The  CB,  Inc.  shares
represent less than 5% of their total issued and outstanding.

On March 17,  2005  Matthew W.  Fossen,  a former  officer  and  director of the
Registrant,  also signed an agreement to assist Viking in its debt restructuring
and  efforts  to  reduce  total  dilutive  option  shares  outstanding.  In said
agreement,  M. W. Fossen forgave a total of  approximately  $441,960 in past due
and accrued salary with the exception of  approximately  $5,414 for which he was
paid cash. M. W. Fossen also agreed to return unexercised  options to Registrant
to purchase  5,000,000 common shares at $0.06 per share and 1,000,000 options to
purchase common shares at $0.25 per share.

Separately,  the  Registrant  has  agreed  to  accept  28,190  common  shares of
Mvention,  Inc.,  a Texas  corporation  affiliated  with M. W.  Fossen,  in full
payment of M. W. Fossen's previously  outstanding promissory note obligations to
Registrant  in the  total  amount of  approximately  $28,190  including  accrued
interest.  Additionally,  the Registrant  has agreed to purchase  140,000 common
shares of Mvention,  Inc. for $20,000 cash and  1,500,000  Viking class A common
restricted shares valued at $0.08 per Viking share. The Registrant's holdings in
Mvention, Inc. will constitute less than 5% of the issued and outstanding shares
of Mvention, Inc.



Item 3.02    Unregistered Sales of Equity Securities

On March 17, 2005, the Registrant received  approximately  $250,000 in cash from
Director G. David Henry under terms that involved conversion of debt owed to him
by the Registrant, exercise of options, and purchase of new issue and restricted
Class A common  shares  ("shares").  Mr. Henry  exercised  options to purchase a
total of 15,555,556  shares at a weighted average exercise price of $0.06 in the
total amount of $900,000.  Further,  Mr. Henry purchased an additional 2,500,000
shares at the price of $0.0632 for a total amount of $158,000. Mr. Henry already
held promissory notes and accrued interest receivable from the Registrant in the
amount of  approximately  $808,000.  The total  purchase price of $1,058,000 was
comprised of promissory notes, accrued interest and the cash.

On March 16, 2005, another Director of the Registrant, Robin M. Sandifer, agreed
to convert  an  outstanding  note  payable  by the  Registrant  in the amount of
$196,500,  plus accrued interest of approximately $58,033, at the price of $0.08
per share,  in  consideration  for 3,181,662 new  restricted  common  shares.  A
related party to Mr.  Sandifer also converted a $60,000 note receivable from the
Registrant at the same price to 750,000 new shares.  In addition,  Mr.  Sandifer
returned  options to the Registrant  unexercised  that would have allowed him to
purchase  another  1,000,000 shares at the price of $0.06 in order to assist the
Registrant in further reducing its dilutive options outstanding.








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: March 21, 2005                    /s/ Roger Kron
                                        ----------------------------
                                        Roger Kron
                                        Sr. vice president, CFO, Secretary