-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CpeAiBJR26MGNPQD3OQvPeJt5SODMP9e5RPtnjs7c7BYJ3ddqidzb+oLtKR1qjyz 77ou6d663sFuseOAIhpmZw== 0000886093-05-000003.txt : 20050412 0000886093-05-000003.hdr.sgml : 20050412 20050412161321 ACCESSION NUMBER: 0000886093-05-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050405 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050412 DATE AS OF CHANGE: 20050412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIKING CAPITAL GROUP INC CENTRAL INDEX KEY: 0000886093 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 870442090 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22744 FILM NUMBER: 05746378 BUSINESS ADDRESS: STREET 1: TWO LINCOLN CENTRE STE 300 STREET 2: 5420 LBJ FRWY CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2143869996 MAIL ADDRESS: STREET 1: 2 LINCOLN CENTER SUITE 300 STREET 2: 5420 LBJ FRWY CITY: DALLAS STATE: TX ZIP: 75240 8-K 1 viking8k040505.txt 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) April 5, 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 8.01 Other Events Viking Capital Group, Inc. completed an asset purchase transaction on April 5, 2005 with Secure Financial Solutions, Inc., a Nevada corporation, and L&B Marketing, to acquire all rights to the 1st Financial Solutions, Secure Cash(TM) card program. The Secure Cash(TM) is a stored value ATM debit card accessible from any ATM connected to the Star, Maestro or Cirrus networks World-Wide, as well as through any point of sale terminal that accepts Pin number authenticated ATM debit cards. The purchase transaction involved the payment of $63,000 in cash, the issuance of 250,000 restricted Class A common shares of the Registrant, and the issuance of an option to purchase an additional 250,000 restricted common shares at $0.10 per share for a period of one year. The purchase included all ownership and marketing rights to the Secure Cash(TM) program, all existing inventory of cards, all marketing material, trademarks, and all telephone numbers and web sites associated with the program. The total transaction represents an event amounting to less than ten percent of the Registrant's assets, and the number of shares issued represents less than 5% of the Registrant's outstanding Class A common shares as of the last reporting period. The information set forth in the Registrant's media release dated April 12, 2005 (attached hereto as Exhibit 99.1) is incorporated herein. The exhibit of this news release is not an indication or assessment of materiality, nor is it intended to constitute a representation that the information is not otherwise publicly available. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated April 12, 2005 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. Date: April 12, 2005 Viking Capital Group, Inc. /s/ Kingman L. Hitz --------------------------- Kingman L. Hitz Chief Financial Officer EX-99.1 2 viking8k040505ex991.txt PRESS RELEASE DATED APRIL 12, 2005 Exhibit 99.1 DALLAS -- (BUSINESS WIRE) -- April 12, 2005 -- Viking Capital Group, Inc. (OTCBB: VCGP) consummated an asset purchase transaction on April 5, 2005 with Secure Financial Solutions, Inc. to acquire all rights to the 1st Financial Solutions, Secure Cash(TM) card program. The Secure Cash(TM) is a stored value ATM debit card, which is accessible from any ATM connected to the Star, Maestro or Cirrus networks World-Wide, as well as through any point of sale terminal that accepts Pin number authenticated ATM debit cards. The purchase agreement included all rights to the Secure Cash(TM) program, all existing inventory of cards as well as all marketing material, trademarks and web sites associated with the program. Viking Insurance Services, Inc., a wholly owned subsidiary of Viking Capital Group, Inc., will market the Secure Cash(TM) service through its existing relationships with nationally distributed medical benefit program providers as well as through networks of insurance agencies seeking value added cash management solutions for their customers. The Secure Cash(TM) card provides fully FDIC insured, web accessible, account services for domestic and international fund transfers, bill payments, payroll direct deposits as well as other financial services that can be customized to meet the needs of the benefits program provider. The card program accounts are serviced through Sutton Bank, established in 1878, with each individual card account being FDIC insured for a maximum of $100,000. The Secure Cash(TM) also offers customers point-of-sale rechargability (adding cash to the account) which with a linked card account, can be used to support international funds transfers to service the multi billion dollar international remittance market. The Secure Cash(TM) service provides a fully Patriot Act compliant cash transfer service with transaction rates lower than most international funds transfer services such as Western Union and Moneygram, with received funds accessible at Star, Maestro or Cirrus network ATMs worldwide. Additionally, these rights include representation of a web managed payroll processing application, which allows Viking and authorized sales agents to offer a complete payroll processing solution to employers with anywhere from 1 to thousands of employees, at rates significantly less than payroll processing firms such as ADP and PAYCHEX. Payroll can be processed automatically with funds transferred directly to the employees Secure Cash(TM) card or their own bank account. The Secure Cash(TM) program is expected to generate revenues for Viking Capital Group, Inc. via its subsidiaries Viking Insurance Services, Inc. and Viking Capital Financial Services, Inc.; in the form of both card sales as well as per transaction fees for loading, funds use and customer services. Payroll processing service revenues are based on percentage of employee payroll process by the application service. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This press release may contain 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 release, the words "plan," "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, changes or anticipated changes in regulatory environments, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in other press releases to the public or filings made by the company with the Securities and Exchange Commission, the ability to secure partnership or joint-venture relationships with other entities, the ability to raise additional capital to finance acquisitions and expansion, and the risks inherent in acquisitions, their management, and product and service introductions and the entry into new geographic markets. 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. For further information, which could cause actual results to differ from the Company's expectations, as well as other factors, which could affect the Company's financial statements, please refer to the Company's report filed with the Securities and Exchange Commission. Contact: Viking Capital Group, Inc., Dallas Roger Kron, 972-386-9996 -----END PRIVACY-ENHANCED MESSAGE-----