This  Registration  Statement  consists of 6 pages. The Exhibit Index appears on
page 4.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           VIKING CAPITAL GROUP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                      Utah
         (State or other jurisdiction of incorporation or organization)

                                   87-0442090
                                   ----------
                      (I.R.S. Employer identification no.)

                Two Lincoln Center, Suite 300, 5420 LBJ Freeway,
                ------------------------------------------------
                               Dallas, Texas 75240
                               -------------------
               (Address of principal executive offices)(Zip code)

                Viking Capital Group, Inc. Employee Benefit Plan
                ------------------------------------------------
                            (Full title of the plan)

             William J. Fossen, Chairman, Viking Capital Group, Inc.
             -------------------------------------------------------
                5420 LBJ Freeway, Suite 300, Dallas, Texas 75240
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (972) 386-9996
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
                                    Maximum        Maximum
Title of          Amount            offering       aggregate        Amount of
securities to     to be             price per      Offering         Registration
be registered     registered        share          price            fee
--------------------------------------------------------------------------------
   Class A
Common Stock      5,750,000 (1)     (2)$0.08       (2)  $460,000     $90.00
--------------------------------------------------------------------------------

(1)      Represents  shares issuable under certain  conditions to Viking Capital
         Group, Inc. Employee Benefit Plan as approved by the Board of Directors
         of Viking Capital Group, Inc.
(2)      Calculated in accordance with Rule 457 using the average of the bid and
         ask price on March 20, 2003, for the purpose of calculating fees.

<PAGE>

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         All  statements  and  contents  of the  prior  registration  statement,
identified by file number 33-91342, are incorporated by reference.

         The  Registrant  incorporates  the  following  additional  documents by
reference in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2001;

         (b)      The Registrant's Reports on Form 10-QSB for the Quarters ended
                  March 31, 2002, June 30, 2002, and September 30, 2002; and

         (c) All  other  documents  filed by  registrant  after the date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered hereunder which remain unsold.


Item 4.  Description of Securities.

         Incorporated  by  reference  from  prior  registration,  filing  number
33-91342.



Item 5.  Interests of Counsel and Named Experts.

                  Not applicable.


Item 6.  Indemnification of Officers and Directors.

         Indemnification  of Officers and Directors,  Incorporated  by reference
from prior registration, filing number 33-91342.


Item 7.  Exemption from Registration Claimed.

                  Not Applicable.


Item 8.  Exhibits.


5        Opinion  Letter of Graham,  Bright & Smith,  P.C. as to the legality of
         shares being registered.

24       Consent of  Graham,  Bright & Smith,  P.C.,  filed as Exhibit 5 to this
         Registration Statement.


Item 9.  Undertakings.

                  Incorporated by reference to prior registration, filing number
33-91342.


                                       2
<PAGE>

                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, an Amendment  thereof,  and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Dallas, State of Texas,
on this 21st day of March , 2003.


                                            Viking Capital Group, Inc.


                                            By: /s/ Matthew W. Fossen
                                                -----------------------
                                            Matthew W. Fossen, President



         Each  person  whose  signature   appears  below  on  this  Registration
Statement hereby  constitutes and appoints Matthew W. Fossen or his successor in
office,  with  full  power to act as his true and  lawful  attorney-in-fact  and
agent,  with full power of substitution and  resubstitution,  for him and in his
name,  place, and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments  (including post effective amendments and amendments
thereto) this  Registration  Statement on Form S-8 of Viking Capital Group, Inc.
and to file  the  same  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact full power and authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully for all intents and  purposes,  as he might or could do in person,  hereby
ratifying and  confirming all that said  attorney-in-fact  or his substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


Signature                         Title                              Date
---------                         -----                              ----

/s/ William J. Fossen             Director & CEO                    3/21/03
---------------------------                                    -----------------
William J. Fossen


/s/ Matthew W. Fossen             Director &                        3/21/03
---------------------------       Pres., CFO, Secty, Treas.    -----------------
Matthew W. Fossen


/s/ Mary M. Pohlmeier             Director                          3/21/03
---------------------------                                    -----------------
Mary M. Pohlmeier


/s/ Robin M. Sandifer             Director                          3/21/03
---------------------------                                    -----------------
Robin M. Sandifer



                                       3
<PAGE>


                                  EXHIBIT INDEX


Exhibit           Description                                           Page No.
--------------------------------------------------------------------------------


5                 Opinion of Graham, Bright & Smith, P.C.                   5

24                Consent of Graham, Bright & Smith, P.C.
                  filed as Exhibit 5 to the registration
                  statement                                                 5












                                       4
[{"type": "S-8", "sequence": "1", "filename": "viking032503s8.txt", "secsgml_size_bytes": 8263}]
{"company-data": {"conformed-name": "VIKING CAPITAL GROUP INC", "cik": "0000886093", "assigned-sic": "8741", "irs-number": "870442090", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104010", "film-number": "03615647"}, "business-address": {"street1": "TWO LINCOLN CENTRE STE 300", "street2": "5420 LBJ FRWY", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2143869996"}, "mail-address": {"street1": "2 LINCOLN CENTER SUITE 300", "street2": "5420 LBJ FRWY", "city": "DALLAS", "state": "TX", "zip": "75240"}}
This  Registration  Statement  consists of 6 pages. The Exhibit Index appears on
page 4.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           VIKING CAPITAL GROUP, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                      Utah
         (State or other jurisdiction of incorporation or organization)

                                   87-0442090
                                   ----------
                      (I.R.S. Employer identification no.)

                Two Lincoln Center, Suite 300, 5420 LBJ Freeway,
                ------------------------------------------------
                               Dallas, Texas 75240
                               -------------------
               (Address of principal executive offices)(Zip code)

                Viking Capital Group, Inc. Employee Benefit Plan
                ------------------------------------------------
                            (Full title of the plan)

             William J. Fossen, Chairman, Viking Capital Group, Inc.
             -------------------------------------------------------
                5420 LBJ Freeway, Suite 300, Dallas, Texas 75240
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (972) 386-9996
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed       Proposed
                                    Maximum        Maximum
Title of          Amount            offering       aggregate        Amount of
securities to     to be             price per      Offering         Registration
be registered     registered        share          price            fee
--------------------------------------------------------------------------------
   Class A
Common Stock      5,750,000 (1)     (2)$0.08       (2)  $460,000     $90.00
--------------------------------------------------------------------------------

(1)      Represents  shares issuable under certain  conditions to Viking Capital
         Group, Inc. Employee Benefit Plan as approved by the Board of Directors
         of Viking Capital Group, Inc.
(2)      Calculated in accordance with Rule 457 using the average of the bid and
         ask price on March 20, 2003, for the purpose of calculating fees.
PART II

Item 3.  Incorporation of Documents by Reference.

         All  statements  and  contents  of the  prior  registration  statement,
identified by file number 33-91342, are incorporated by reference.

         The  Registrant  incorporates  the  following  additional  documents by
reference in this Registration Statement:

         (a)      The  Registrant's  Annual Report on Form 10-KSB for the fiscal
                  year ended December 31, 2001;

         (b)      The Registrant's Reports on Form 10-QSB for the Quarters ended
                  March 31, 2002, June 30, 2002, and September 30, 2002; and

         (c) All  other  documents  filed by  registrant  after the date of this
Registration  Statement  under  Section  13(a),  13(c),  14  and  15(d)  of  the
Securities  Exchange  Act of  1934,  prior  to the  filing  of a  post-effective
amendment  to this  Registration  Statement  which  deregisters  the  securities
covered hereunder which remain unsold.

Item 4.  Description of Securities.

         Incorporated  by  reference  from  prior  registration,  filing  number
33-91342.

Item 5.  Interests of Counsel and Named Experts.

                  Not applicable.

Item 6.  Indemnification of Officers and Directors.

         Indemnification  of Officers and Directors,  Incorporated  by reference
from prior registration, filing number 33-91342.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

5        Opinion  Letter of Graham,  Bright & Smith,  P.C. as to the legality of
         shares being registered.

24       Consent of  Graham,  Bright & Smith,  P.C.,  filed as Exhibit 5 to this
         Registration Statement.

Item 9.  Undertakings.

                  Incorporated by reference to prior registration, filing number
33-91342.

                                       2
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, an Amendment  thereof,  and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Dallas, State of Texas,
on this 21st day of March , 2003.

                                            Viking Capital Group, Inc.

                                            By: /s/ Matthew W. Fossen
                                                -----------------------
                                            Matthew W. Fossen, President

         Each  person  whose  signature   appears  below  on  this  Registration
Statement hereby  constitutes and appoints Matthew W. Fossen or his successor in
office,  with  full  power to act as his true and  lawful  attorney-in-fact  and
agent,  with full power of substitution and  resubstitution,  for him and in his
name,  place, and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments  (including post effective amendments and amendments
thereto) this  Registration  Statement on Form S-8 of Viking Capital Group, Inc.
and to file  the  same  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact full power and authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully for all intents and  purposes,  as he might or could do in person,  hereby
ratifying and  confirming all that said  attorney-in-fact  or his substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                         Title                              Date
---------                         -----                              ----

/s/ William J. Fossen             Director & CEO                    3/21/03
---------------------------                                    -----------------
William J. Fossen

/s/ Matthew W. Fossen             Director &                        3/21/03
---------------------------       Pres., CFO, Secty, Treas.    -----------------
Matthew W. Fossen

/s/ Mary M. Pohlmeier             Director                          3/21/03
---------------------------                                    -----------------
Mary M. Pohlmeier

/s/ Robin M. Sandifer             Director                          3/21/03
---------------------------                                    -----------------
Robin M. Sandifer

                                       3
EXHIBIT INDEX

Exhibit           Description                                           Page No.
--------------------------------------------------------------------------------

5                 Opinion of Graham, Bright & Smith, P.C.                   5

24                Consent of Graham, Bright & Smith, P.C.
                  filed as Exhibit 5 to the registration
                  statement                                                 5

                                       4