UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended:  September 30, 2013
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______  to _______
 
Commission file number 000-29219
 
VIKING INVESTMENTS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Nevada   98-0199508
(State or other jurisdiction of
 incorporation or organization)
 
(IRS Employer
Identification No.)
     
138 Pinxinguan Road, Suite 906
Shanghai, China
  200070
(Address of principal executive offices)   (Zip Code)
 
Issuer’s telephone number   +86 (21) 6034 0015
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o Accelerated Filer o
Non Accelerated Filer  o Smaller Reporting Company þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No  þ
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes o No o
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
The number of shares of common stock outstanding as of September 30, 2013 was 16,531,996.
 


 
 

 
 
VIKING INVESTMENTS GROUP, INC.
 
Form 10-Q
 
PART I – FINANCIAL INFORMATION
     
       
ITEM 1.
FINANCIAL STATEMENTS
     
         
 
Interim Consolidated Balance Sheets (Unaudited)
    F-2  
           
 
Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
    F-3  
           
 
Interim Consolidated Statements of Cash Flows (Unaudited)
    F-4  
           
 
Interim Consolidated Statements of Stockholders' Deficiency (Unaudited)
    F-5  
           
 
Notes to Interim Consolidated Financial Statements (Unaudited)
    F-6 - F-15  
           
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    3  
           
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    6  
           
ITEM 4.
CONTROLS AND PROCEDURES
    6  
 
  
       
PART II – OTHER INFORMATION
       
           
ITEM 1.
LEGAL PROCEEDINGS
    7  
           
ITEM 1A.
RISK FACTORS
    7  
           
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    7  
           
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
    7  
           
ITEM 4.
MINE SAFETY DISCLOSURES
    7  
           
ITEM 5.
OTHER INFORMATION
    7  
           
ITEM 6.
EXHIBITS
    7  
           
 
SIGNATURES
    8  

 
2

 

VIKING INVESTMENTS GROUP, INC.
 
Interim Consolidated Financial Statements
(Unaudited)
 

 
PART I – FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
 
 
 
 
 
 
 
 
 
F-1

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Consolidated Balance Sheets
(Unaudited)
(Amounts expressed in US dollars)

 
   
September 30
   
December 31
 
   
2013
   
2012
 
   
(Unaudited)
    $  
     $        
ASSETS
             
Cash
    12,212       159,297  
Other receivables
    9,706       7,332  
Total current assets
    21,918       166,629  
Leasehold improvements
    6,029       -  
Long-term investment (Note 8)
    -       -  
TOTAL ASSETS
    27,947       166,629  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
               
LIABILITIES
               
Other payables
    72,255       62,641  
Amount due to director (Note 3)
    63,097       49,767  
Short-term loan (Note 5)
    -       79,282  
Convertible note payable (Note 9)
    100,137       -  
Accrued liabilities
    127,880       55,830  
TOTAL LIABILITIES
    363,369       247,520  
                 
Going Concern (Note 1) Related party transactions (Note 3) Commitment (Note 6)
               
                 
STOCKHOLDERS’ DEFICIENCY
               
Capital Stock
               
Series C voting Preferred stock, $0.001 par value, 5,000,000 shares authorized, 28,092 shares issued and outstanding as of September 30, 2013 and December 31, 2012
    28       28  
Common stock, $0.001 par value, 100,000,000 shares authorized and outstanding 16,531,996 shares issued as of September 30, 2013, and 24,683,285 shares issued as of December 31, 2012 (Note 7)
    16,533       24,684  
Shares to be issued (Note 7)
    1,135       -  
Additional Paid-In Capital (Note 7)
    5,975,183       5,790,663  
Deficit
    (6,329,930 )     (5,897,879 )
Foreign currency translation adjustment
    1,629       1,613  
TOTAL STOCKHOLDERS’ DEFICIENCY
    (335,422 )     (80,891 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
    27,947       166,629  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements
 
 
F-2

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Consolidated Statements Of Operations And Comprehensive Loss
(Unaudited)
(Amounts expressed in US dollars)

 
   
Three months ended,
   
Nine months ended,
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
    $     $     $     $  
Revenue:
    -       47,070       -       47,098  
General and administrative expenses:
                               
Interest expenses
    55       6,139       55       12,322  
Office supplies and services
    12,795       14,575       42,894       46,238  
Professional fees
    34,789       39,862       167,212       79,775  
Rent
    10,712       4,537       24,773       15,782  
Wages
    62,435       68,928       155,052       199,196  
Total general and administrative expenses
    120,786       134,041       389,986       353,313  
                                 
Derivative loss
    -       -       (44,943 )     -  
Income (expense) on convertible note
    2,684       -       2,806       -  
Other income
    9       -       72       -  
Loss from continuing operations
    (118,093 )     (86,971 )     (432,051 )     (306,216 )
Foreign currency translation adjustment
    -       (22 )     16       (72 )
Net loss and Comprehensive loss
    (118,093 )     (86,993 )     (432,035 )     (306,288 )
Loss per common share - Basic and diluted
    (0.007 )     (0.004 )     (0.022 )     (0.016 )
Weighted average number of common shares outstanding – basic and diluted
    16,531,996       19,816,554       19,424,163       19,321,450  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-3

 
 
VIKING INVESTMENTS GROUP, INC
Interim Consolidated Statements Of Cash Flows
(Unaudited)
(Amounts expressed in US dollars)

 
   
Nine months
   
Nine months
 
   
Ended
   
Ended
 
   
September 30, 2013
   
September 30, 2012
 
    $     $  
Cash flows from operating activities:
               
Net loss from continuing operations
    (432,051 )     (306,216 )
Amortization
    3,063       -  
Expenses and service costs assumed by shareholders
    147,504       46,850  
Issuance of common shares for expense and service
    30,000       -  
Prepaid expenses
    -       (4,000 )
Derivative loss
    44,943       -  
Accretion income on convertible note
    (2,806 )     -  
Increase in Other payables
    9,614       181,948  
Increase in accrual expenses
    72,050       18,967  
(Decrease) in other receivables
    (2,374 )     (23,772 )
Net cash used in operating activities
    (130,057 )     (86,223 )
                 
Cash flows from investing activities:
               
Leasehold improvements
    (9,092 )     -  
Net cash used in investing activities
    (9,092 )     -  
                 
Cash flows from financing activities:
               
Amount due to Director
    13,330       -  
Proceeds from convertible note
    58,000       -  
Proceeds from Short-term loan
    -       79,282  
Repayment of Short-term loan
    (79,282 )     -  
Net cash provided by (used in) financing activities
    (7,952 )     79,282  
                 
Effect of exchange rate changes on cash
    16       (72 )
                 
Net increase/(decrease) in cash
    (147,085 )     (7,013 )
                 
Cash, beginning of period
    159,297       7,946  
                 
Cash, end of period
    12,212       933  

Supplemental Cash Flow Information (See Note 4)
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-4

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Consolidated Statements of Stockholders’ Deficiency
(Unaudited)
(Amounts expressed in US dollars)

 
    Common Shares     Preferred Stock     Shares to be issued     Additional
Paid-in
    Accumulated
Other
Comprehensive
          Total Stockholders’  
    Number     Amount     Number     Amount     Number     Amount     Capital     Income     Deficit     Equity  
          $             $             $     $     $     $     $  
                                                                           
Balance at December 31, 2011
    18,553,778       18,554               -                       5,428,460       -       (5,467,089 )     ( 20,075 )
Net Loss
                                                                    (430,790 )     (430,790 )
Foreign currency translation adjustment
                                                            1,613               1,613  
Expenses assumed by stockholders
    422,778       423               -                       46,427       -       -       46,850  
Issuance for loan collateral
    879,196       879                                       (879 )                     -  
Issuance of preferred stock in exchange of the common stock
    (28,092 )     (28 )     28,092       28                                                  
Issuance of new shares to shareholder
    3,205,960       3,206                                       155,715                       158,921  
Issuance of new shares to investor
    1,649,665       1,649                                       164,940                       162,589  
Balance at December 31, 2012
    24,683,285       24,684       28,092       28                       5,790,663       1,613       (5,897,879 )     (80,891 )
                                                                                 
Net loss
                                                                    (432,051 )     (432,051 )
                                                                                 
Foreign currency translation adjustment
    -       -                                               16       -       16  
Issuance of new shares for legal service (Note 7)
    200,000       200       -       -                       29,800       -       -       30,000  
Returned loan collateral
    (879,196 )     (879 )                                     879                       -  
Cancellation of shares due to repurchase of CNWD (Note 8)
    (7,472,093 )     (7,472 )     -       -                       7,472       -       -       -  
Shares to be issued (Note 7)
                            -       1,134,646       1,135       146,369                       147,504  
Balance at September 30, 2013
    16,531,996       16,533       28,092       28       1,134,646       1,135       5,975,183       1,629       (6,329,930 )     (335,422 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
F-5

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
1. Nature of Business and Going Concern Assumption
 
The Company was incorporated under the laws of the State of Florida on May 3, 1989 as Sparta Ventures Corp. and remained inactive until June 27, 1998. The name of the Company was changed to Thermal Ablation Technologies Corporation on October 8, 1998 and then to Poker.com, Inc. on August 10, 1999. On September 15, 2003, the Company changed its name to LegalPlay Entertainment Inc. and on November 8, 2006, the name of the Company was changed to Synthenol Inc. Effective November 3, 2008, the Company merged with and into a wholly-owned subsidiary, SinoCubate, Inc., which remained the surviving entity of the merger. SinoCubate was formed in the State of Nevada on September 11, 2008. The merger resulted in a change of name of the Company from Synthenol Inc. to SinoCubate, Inc. and a change in the state of incorporation of the Company from Florida to Nevada.  On June 13, 2012, the Company changed its name to Viking Investments Group, Inc., and effective July 16, 2012, the Financial Industry Regulatory Authority (“FINRA”) approved this name change, and the Company’s ticker symbol was changed to “VKIN.”
 
On August 29, 2011, the Company acquired from Tom Simeo, the Company’s Chairman, Chief Executive Officer and President, Viking Investments LLC, incorporated in Delaware (“Viking Delaware”) for a nominal value of One Hundred Dollars ($100). At the time of the acquisition, except for a lease obligation related to the Company’s office, Viking Delaware had no assets and no liabilities. The lease expired in the year of 2011. Also in 2011, the Company began providing incubation and consulting services to emerging market companies. Commencing from the third quarter of the year 2012, the Company is no longer a development stage enterprise and began generating revenue.

On June 29, 2011, and on August 29, 2011, Viking Investments Group, LLC, a company controlled and managed by the Company’s Chairman, Chief Executive Officer and President, Tom Simeo, incorporated under the laws of The Federation of St. Kitts and Nevis, (“Viking Nevis”) sold 100,000 and 466,813 shares respectively of China Wood, Inc., publicly listed in the United States with the ticker “CNWD”, (the “China Wood Shares”) owned by Viking Nevis, in exchange for 1,912,000 and 12,569,420 newly issued restricted shares of SinoCubate respectively (the SinoCubate Shares”). By August 29, 2011, Viking Nevis completed the purchase of the China Wood Shares by having delivered a total of 566,813 shares of common stock in China Wood, Inc. to the Company. The China Wood Shares were registered in a Form S-1 Registration Statement declared effective by the SEC on April 7, 2011. The China Wood Shares are subject to a “Leak-Out Provision” whereby only a certain amount of shares can be sold per month up and until the first anniversary of the effective day of the aforementioned registration statement, April 7, 2012. The Company accounted the exchange of shares under ASC 845 - Nonmonetary transactions. Due to the fact that the exchange of shares had no commercial substance, the Company recorded the China Wood Shares as a long-term investment and valued the shares at the carrying value on the transaction date. The shares were fully impaired as of December 31, 2011. See Note 2 and 3 for additional information.

On September 26, 2011, the Company entered into a non-competition agreement with Viking Investments Group LLC, a Nevis and St. Kitts corporation (“Viking Nevis”) whereby Viking Nevis agreed to cease all operations in China and transfer all rights, title and interest related to its business in China to the Company and its wholly owned subsidiary, Viking Investments Group LLC, a Nevada corporation, in exchange for the Company issuing registered shares of its common stock under a Form S-8 to Viking’s staff.

Since November 2008, the Company has sought to enter into contractual arrangements with entities that allow the Company to either purchase outright the assets and/or business operations of such entities or to enter into business arrangements, such as joint ventures or similar combinations with such entities to manage and operate such entities. Beginning in 2011, the Company began providing incubation and consulting services to emerging market companies.  Since the third quarter of the year 2012, when the Company generated incubation-services revenue, the Company has not been considered a development stage enterprise.
 
 
F-6

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
The Company incurred recurring losses and had a net loss of $432,051 and $306,216 for the nine months ended September 30, 2013 and September 30, 2012, respectively. As of September 30, 2013, the Company’s cumulative deficit amounted to $6,329,930, and the Company had a cash balance of $12,212 and a working capital deficiency of $341,451.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.
 
2. Summary of Significant Accounting Policies
 
a)  Basis of Presentation
 
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in United States or “U.S. GAAP” for interim financial information and with the instructions to Form 10-Q as promulgated by the Securities and Exchange Commission or the SEC. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and the Form 10-K/A of the Company for the year ended December 31, 2012. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
 
b)  Consolidated Financial Statements
 
The financial statements presented herein reflect the consolidated financial results of the Company and its wholly owned subsidiary Viking Delaware. All significant intercompany transactions and balances have been eliminated upon consolidation.
 
The foregoing interim unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles or GAAP for consolidated financial information and with the instructions to Form 10-Q as promulgated by the Securities and Exchange Commission or the SEC.  Accordingly, these consolidated financial statements include all of the disclosures required by generally accepted accounting principles for complete consolidated financial statements.
 
c)  Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. The Company’s actual results could vary materially from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of expected tax rates for future income tax recoveries, stock-based compensation and impairment of long-term investment.
 
 
F-7

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
d)  Financial Instruments
 
ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 820, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measurements.  The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
 
·  
Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
·  
Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
·  
Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.
 
The Company measures fair value as an exit price using the procedures described below for all instruments measured at fair value. If quoted market prices are not available, fair value is based upon external valuation and internally developed models that use, where possible, current market-based or independently-sourced market parameters such as interest rates and stock prices. Items valued using internally developed models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments.
 
e)  Revenue recognition
 
Revenues from contracts for consulting services with fees based on time and materials are recognized as the services are performed and amounts are earned in accordance with the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue Recognition” (“SAB 104”). The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectability is reasonably assured. In such contracts, the Company’s efforts, measured by time incurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. For consulting contracts with fixed fees, the Company recognizes revenues in accordance with contract terms, and when the services are delivered, price is determinable and the revenue is earned or collectable.
 
 
F-8

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
f)  Cash
 
Cash includes bank deposits and cash on hand.
 
g)  Loss per share
 
Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding and, adjusted by any effects of warrants and options outstanding, if dilutive, that may add to the number of common shares outstanding during the period.
 
h)  Comprehensive income
 
FASB ASC 220 “Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. For the six months ended September 30, 2013 and 2012, comprehensive loss was $432,035 and $306,288 respectively.
 
i)  Income taxes
 
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets likely. The Company did not incur any material impact to its financial condition or results of operations due to the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company is subject to U.S federal jurisdiction income tax examinations for the tax years 2006 through 2012. In addition, the Company is subject to state and local income tax examinations for the tax years 2006 through 2012.
 
j)  Stock-based compensation
 
The Company may issue stock options to employees and stock options or warrants to non-employees in non-capital raising transactions for services and for financing costs. The Company has adopted ASC Topic 718 (formerly SFAS 123R), “Accounting for Stock-Based Compensation”, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance now incorporated in ASC Topic 718, the cost of stock options and warrants issued to employees and non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
 
 
F-9

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
The fair value of stock warrants was determined at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option model requires management to make various estimates and assumptions, including expected term, expected volatility, risk-free rate, and dividend yield. The expected term represents the period of time that stock-based compensation awards granted are expected to be outstanding and is estimated based on considerations including the vesting period, contractual term and anticipated employee exercise patterns. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free rate is based on the U.S. Treasury yield curve in relation to the contractual life of stock-based compensation instrument. The dividend yield assumption is based on historical patterns and future expectations for the Company to declare dividends.
 
k)  Leasehold Improvements
 
Leasehold improvements represent the office decoration expense, and are amortized over the lease term. Leasehold improvements are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An impairment loss is recognized if the carrying amount of the asset exceeds its fair value.
 
l)  Long-term investment
 
Management determines the appropriate classification of investment securities at the time of purchase. Securities are classified held-to-maturity when the Company has both the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost. Securities that are bought and held principally for the purpose of selling in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings. Securities not classified as held-to-maturity or trading are classified as available-for-sale. Available-for-sale securities are stated at fair value, with the impairment losses, net of income taxes, charged to net income in the period in which it occurs.
 
The fair value of securities is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. A decline in the market value of any available-for-sale or held-for-maturity security below cost that is deemed to be other-then-temporary results in a reduction in carrying amount to fair value.
 
Impairments that are considered other-than-temporary are recognized as a loss in the consolidated statements of operations. The Company considers various factors in reviewing impairments, including the length of time and extent to which fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the issuer, and the Company’s intent and ability to hold the investments for a period of time sufficient to allow for any anticipated recovery in market value.
 
As of September 30, 2013 and 2012, the Company had no trading and held-to-maturity securities. The Company’s long-term investment in the China Wood Shares was written off as of December 31, 2011 and repurchased by Viking Nevis on August 15, 2013.  See Note 3 for more information regarding the China Wood Shares.
 
m)  Foreign currency exchange
 
The company’s presentation currency is USD and the functional currency is the local currency, RMB. Monetary assets and liabilities are translated into USD at the balance sheet date exchange rate and nonmonetary assets and liabilities are translated at historical exchange rates. Income and expenses are translated at average exchange rates for the year. Foreign currency translation adjustments are recorded directly as other comprehensive income, a component of stockholders’ equity.
 
 
F-10

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
n)  Short-term loan
 
Short-term loan is an obligation which is to be repaid within one year of the date issued.
 
o)  Convertible notes payable
 
The Company accounts for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free standing derivative financial instruments.
 
The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4.
 
p)  Recently Adopted Accounting Pronouncements
 
In December 2011, the Financial Accounting Standard Board (“FASB’) issued ASU 2011-11, “Balance sheet (Topic 210), Disclosure about Offsetting Assets and Liabilities”. The guidance in this update requires the Company to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The pronouncement is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. The Company adopted this new standard on January 1, 2013 and it had no material effect on the Company’s financial position or results of operations.
 
In October 2012, FASB issued ASU 2012-04, Technical Corrections and Improvements. The amendments in this update cover a wide range of Topics in the accounting standards codification. These amendments include technical corrections and improvements to the accounting standards codification and conforming amendments related to fair value measurements. The adoption of ASU 2012-04 has no material impact on the Company’s financial position or results of operations.
 
In August 2012, the FASB issued ASU2012-03Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC SAB No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22(SEC update)” in accounting standards update No.2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 has no material impact on the Company’s financial position or result of operations.
 
In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The adoption of ASU 2013-02 has no material impact on the Company’s financial position or results of operations.
 
 
F-11

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
q)  Recent Accounting Pronouncements
 
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). ASU 2013-11 requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available should be made presuming disallowance of the tax position at the reporting date. ASU 2013-11 is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. The Company does not expect the adoption of ASU 2013-11 to have a material impact on the Company’s financial position or results of operations.
 
In March 2013, the FASB issued ASU 2013-05, “Foreign Currency Matter (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon the recognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity a consensus of the FASB Emerging Issues Task Force” The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. Early adoption is permitted. If an entity elects to early adopt the amendments, it should apply them as of the beginning of the entity’s fiscal year of adoption.  The Company does not expect the adoption of ASU 2013-05 to have a material impact on the Company’s financial position or results of operations.
 
In April 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The amendments require an entity to present its financial statements using the liquidation basis of accounting when liquidation is imminent unless the liquidation follows a plan that was specified in the entity’s governing documents at the entity’s inception. Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective or (b) a plan for liquidation is being imposed by other forces. The amendments require financial statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The amendments in this Update are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The Company does not expect the adoption of ASU 2013-07 to have a material impact on the Company’s financial position or results of operations.
 
3. Related Party Transactions
 
On April 3, 2009, the Company entered into an agreement with Viking Investments Group, LLC, a Delaware limited liability company (“Viking Delaware”) owned by Viking Investments Group, LLC, a company controlled and managed by the Company’s Chairman, Chief Executive Officer and President, Tom Simeo, incorporated under the laws of The Federation of St. Kitts and Nevis, (“Viking Nevis”), providing that effective August 15, 2008, Viking Delaware would pay for any services performed on behalf of the Company by third parties until such time that Viking Delaware (or Viking Nevis) is no longer the majority shareholder of the Company.  On August 2, 2011, effective as of April 1, 2011, Viking Delaware agreed to advance and pay all third party costs for the Company as needed, but the Company had an obligation to reimburse Viking Delaware at a later stage upon demand from Viking Delaware.  As of August 29, 2011, Viking Delaware’s rights and obligations were transferred to Viking Nevis. On June 29, 2011, and on August 29, 2011, Viking Nevis sold 100,000 and 466,813 shares respectively of China Wood, Inc., publicly listed in the United States with the ticker “CNWD”, (the “China Wood Shares”) owned by Viking Nevis, in exchange for 1,912,000 and 12,569,420 newly issued restricted shares of the Company respectively. By August 29, 2011, Viking Nevis completed the purchase of the China Wood Shares by having delivered a total of 566,813 shares of common stock in China Wood, Inc. to the Company. The China Wood Shares were registered in a Form S-1 Registration Statement declared effective by the SEC on April 7, 2011. The China Wood Shares were subject to a “Leak-Out Provision” whereby only a certain amount of shares could be sold per month up and until the first anniversary of the effective day of the aforementioned registration statement (April 7, 2012). These investments were repurchased by Viking Nevis on April 15, 2013 pursuant to a Repurchase Agreement.  See Note 8.
 
 
F-12

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
On November 16, 2012, Viking Nevis purchased 3,205,960 restricted shares of common stock of the Company for an aggregate purchase price of $158,921.  The purchase price has been paid, and the shares were issued on December 27, 2012.
 
On August 15, 2013, a balance of $147,504 due to the CEO and director of the Company was converted into 1,134,646 restricted shares of common stock of the Company at $0.13 per share. These shares were not issued as of September 30, 2013.
 
As of September 30, 2013, the amount due to the CEO and Director, Mr. Simeo, is $63,097 (December 31, 2012: $49,767).  This includes $44,513 of payroll and $18,584 payable to Mr. Simeo for the expenses he has paid on behalf of the Company.
 
4. Supplemental Cash Flow Information
 
   
Nine months ended
 
   
September 30
 
   
2013
   
2012
 
    $     $  
Cash paid for:
               
Interest
    55       -  
Income taxes (recovery)
    -       -  
Issuance of new shares for expense and service
    30,000       10,693  
Shares to be issued for balance owed to stockholder
    147,504       -  
Increase in additional paid in capital - repurchase of CNWD shares
    7,472       -  
Decrease in share capital – repurchase of CNWD share
    (7,472 )     -  
 
5.  Short-term Loan
 
On March 22, 2012, the Company entered into a six-month loan agreement with a third party for the amount of $79,282 (RMB500,000 equivalents) repayable on September 20, 2012. The due date of the loan was extended and was settled on January 10, 2013, and the collateral for the loan, 879,196 shares of the Company’s common stock which was issued to the creditor and reflected as issued and outstanding as of December 31, 2012, was returned to the Company for cancellation.
 
6. Lease Commitment
 
On January 20, 2013, the Company entered into a two year lease agreement to lease an approximately 65 square meter office facility in Shanghai, China for RMB 15,600 (approximately $2,500 per month).  The total rental commitment for the two years is RMB 374,400 (approximately $60,000).
 
 
F-13

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
7. Capital Stock and Additional Paid-in Capital
 
On Jan 11, 2013, the Company authorized and approved the issuance of 200,000 free trading shares of common stock to David Rees for the provision of $30,000 in legal services rendered to the Company, at a fair value of $0.15 per share.
 
On January 10, 2013, 879,196 shares of the Company’s common stock which had been issued to a creditor as the collateral for the loan were returned to the Company for cancellation. See Note 5.
 
On June 6, 2013, 7,472,093 shares of the Company’s common stock were returned by Viking Nevis to the Company for cancellation, pursuant to the Guaranty and Repurchase Agreement. See Note 8.
 
On August 15, 2013, a balance of $147,504 due to Mr. Simeo, the CEO and a director of the Company, was converted into 1,134,646 restricted shares of common stock of the Company at $0.13 per share, which is calculated based on the average bid price of the Company’s stock for the last 30 days preceding the day of conversion. These shares were not issued as of September 30, 2013.
 
8.  Repurchase Agreement (Disposal of Long-term Investment)
 
On April 11, 2012, Viking Investments Group, LLC (“Viking Nevis”) guaranteed that the price of the 566,813 shares of China Wood Inc., publicly listed in the United States with the ticker symbol “CNWD” (the “China Wood Shares”) (that it had previously sold to the Company in consideration of the Company issuing Viking Nevis 14,481,420 shares of Company common stock), would not be less than $4.50 per share and agreed to repurchase the China Wood Shares by tendering shares of common stock of Buyer owned by Guarantor to Buyer if the 45-day volume weighted average price (“VWAP”) of the China Wood Shares was equal to or less than US$4.00 per share. As the 45-day VWAP of the China Wood Shares has been $4.00/share since the fourth quarter of 2012, the Company demanded Viking Nevis repurchase the China Wood Shares, and in a written repurchase agreement executed on April 15, 2013 by both parties, it agreed to do so by returning 7,472,093 shares of the Company’s common stock to the Company for cancellation.
 
The Company had initially relied upon Viking Nevis’s Guaranty and Repurchase Agreement to value the China Wood Shares at $4.00/share in its financial statements for the year ended December 31, 2011. During the three month period ended September 30, 2013, the Company restated its financial statements as of December 31, 2011, and all financial statements subsequent to that date, to record the China Wood Shares at their carrying value on the transaction date, and such value was fully impaired as of December 31, 2011.
 
On April 15, 2013, pursuant to the Guaranty and Repurchase Agreement, Viking Nevis agreed to repurchase the China Wood Shares from the Company by returning 7,472,093 shares of the Company’s common stock to the Company’s transfer agent for cancellation. Those 7,472,093 shares were cancelled on June 7, 2013.
 
9.  Convertible Note Payable
 
On May 21, 2013, the Company issued a $58,000 8% convertible note with a term expiring on February 28, 2014 (the “Maturity Date”). The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder’s option, at a 42% discount to the average of the five lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 110% if prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 115% if prepaid 31 days following the closing through 60 days following the closing, (iii) 120% if prepaid 61 days following the closing through 90 days following the closing, (iv) 125% if prepaid 91 days following the closing through 120 days following the closing, (v) 130% if prepaid 121 days following the closing through the 150 days following the closing, (vi) 135% if prepaid 151 days following the closing through the 180 days following the closing, and (vii) the Company shall have no right of prepayment after the expiration of 180 days following the closing.  The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.
 
 
F-14

 
 
VIKING INVESTMENTS GROUP, INC.
Interim Notes to Consolidated Financial Statements
(Unaudited)
(Amounts expressed in US dollars)

 
The Company has evaluated the terms and conditions of the convertible note under the guidance of ASC 815. The conversion feature did not meet the definition of “indexed to a company’s own stock” provided for in ASC 815 due to the down round protection feature. Therefore, the conversion feature requires bifurcation and liability classification. Additionally, the default put requires bifurcation because it is indexed to risks that are not associated with credit or interest risk. As a result, the compound embedded derivative comprises of (i) the embedded conversion feature and (i) the default put. Rather than bifurcating and recording the compound embedded derivative as a derivative liability, the Company elected to initially and subsequently measure the convertible note in its entirety at fair value, with changes in fair value recognized in earnings in accordance with ASC 815-15-25-4.
 
The following table reflects the allocation of the purchase on the financing date:
 
Convertible Note, Face Value
 
$
58,000
 
Convertible promissory note, Fair Value
   
102,943
 
Day-one derivative loss
   
(44,943
)

On September 30, 2013, the fair value of the convertible note was $100,137, therefore, a gain of $2,684 and $2,806 associated with the changes in the fair value of convertible note was recorded for the three and nine months ended September 30, 2013, respectively.
 
10. Subsequent events
 
On October 28, 2013, the Board of directors has signed a resolution to convert the balance of $63,097 owed to Mr. Simeo into 485,359 restricted shares of its common stock, par value $0.001, and the balance of $58,176 owed to Ms. Zhong into 447,505 shares of free trading common stock, par value $.001, calculated as the fair value of the average bid price of $0.13 for the last 30 days preceding the day of conversion.
 
On October 28, 2013, the Company issued a $16,000 8% convertible note with a term expiring on July 30, 2014 (the “Maturity Date”).  The principal amount of the note and interest is payable on the maturity date. The note is convertible into common stock beginning 180 days after the issuance date, at the holder’s option, at a 60% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The terms of the convertible note provide for certain redemption features which include features indexed to equity risks. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the note becomes immediately due and payable.  The following table reflects the allocation of the purchase on the inception dates:
 
Convertible Note, Face Value
 
$
16,000
 
Convertible promissory note, Fair Value
   
44,410
 
Day-one derivative loss
   
(28,410
)
 
 
F-15

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
In preparing the management’s discussion and analysis, the registrant presumes that you have read or have access to the discussion and analysis for the preceding fiscal year.
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 or the Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earning, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions of performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to raise capital and the terms thereof; ability to gain an adequate player base to generate the expected revenue; competition with established gaming websites; adverse changes in government regulations or polices; and other factors referenced in this Form 10-Q.
 
The use in this Form 10-Q of such words as “believes”, “plans”, “anticipates”, “expects”, “intends”, and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements present the Company’s estimates and assumptions only as of the date of this Report. Except for the Company’s ongoing obligation to disclose material information as required by the federal securities laws, the Company does not intend, and undertakes no obligation, to update any forward-looking statements.
 
Although the Company believes that the expectations reflected in any of the forward-looking statements are reasonable, actual results could differ materially from those projected or assumed or any of the Company’s forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.
 
PLAN OF OPERATIONS
 
Overview  
 
The Company provides incubate resources and services to support the successful development of late stage, non-publicly-listed companies based in the United States and emerging growth countries with the ultimate goal and endeavor for them to become publicly listed in the United States. These incubate services include professional advisory services before and after financing, board member services, accounting, pre-audit and CFO services, corporate governance advice and general corporate management advisory services to entrepreneurs and their advisers in consideration for a fee, comprised of either cash or equity, or a combination of both. It is believed that successful completion of a business incubation program increases the likelihood that a company will stay in business for the long term. The Company is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933. The Company is not an investment company pursuant to the Investment Company Act of 1940. The Company is not an investment adviser pursuant to the Investment Advisers Act of 1940 nor is it registered with FINRA or SIPC.
 
 
3

 
 
Recently, the Company has also begun focusing on developing, using in a cost effective and risk adverse approach, a diversified portfolio of internet-based start-up companies in the emerging growth countries, with emphasis on The People’s Republic of China and with the ultimate goal for them to become publicly listed companies in the United States or elsewhere. The Company plans to incubate a given internet start-up for 3-6 months, after which the Company will evaluate each project through testing, marketing and research, and determine the potential for success and commercial viability, and if appropriate, close down such start-up if appropriate. If, after such evaluation and testing the Company determines to continue developing the start-up, the Company will provide continue to provide incubation services.  Additionally, the Company has also begun inviting students from various parts of the world to participate in the Company’s internship’s program, with the goal of providing the Company access to the latest trends and technologies in a cost efficient manner, while at the same time offering a challenging environment to the students and providing a great learning experience. The Company hopes to ultimately have 3-6 projects at on various stages of development and between 10-40 students working on these projects. The Company believes that successful completion of a business incubation program increases the likelihood that a company will stay in business for the long term. However, the Company has yet to develop any internet start-up company, and there is no guarantee that any of these projects will be developed, and if fully developed, that they will be commercially viable or profitable for the Company.
 
Going Concern Qualification
 
The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.
 
RESULTS OF CONTINUING OPERATIONS
 
The following discussion of the financial condition and results of operation of the Company should be read in conjunction with the Financial Statements and the related Notes included elsewhere in this Report.
 
Three months ended September 30, 2013 compared to the three months ended September 30, 2012
 
Liquidity and Capital Resources
 
As of September 30, 2013 and 2012, the Company had $12,212 and $933 in cash holdings, respectively.  

Revenue
 
The Company had no revenues during the three month period ended September 30, 2013.  The Company received $47,070 (RMB 300,000) on July 7, 2012 as payment from a client for the preliminary accounting services the Company rendered to it, which was recorded as Company revenue during the three month period ended September 30, 2012.

Expenses
 
The Company’s operating expenses decreased by $13,255 to $120,786 in the three month period ended September 30, 2013 from $134,041 in the corresponding period in 2012. The decrease was mainly due to the decrease of professional fees, office expenses and wages incurred during the three month period ended September 30, 2013 as compared to the three month period ended September 30, 2012.
 
Net Loss
 
The Company incurred a net loss of $118,093 during the three month period ended September 30, 2013, compared with a net loss of $86,993 for the three month period ended September 30, 2012.  The increase in net loss was mainly due to the Company having no revenue during the three month period ended September 30, 2013 as compared to the three month period ended September 30, 2012.
 
 
4

 
 
Nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

Liquidity and Capital Resources

As of September 30, 2013 and 2012, the Company respectively had $12,212 and $933 in cash holdings.   On May 21, 2013, the Company issued a $58,000 8% convertible note with a term expiring on February 28, 2014 (the “Maturity Date”). The principal amount of the note and interest is payable on the Maturity Date.  The proceeds have been used as working capital.

Revenue

The Company had no revenues during the nine month period ended September 30, 2013, and revenues of $47,098 during the nine month period ended September 30, 2012.

Expenses

The Company’s operating expenses increased by $36,673 to $389,986 in the nine month period ended September 30, 2013 from $353,313 in the corresponding period in 2012.  The increase was mainly due to increased professional fees associated with the issuance of convertible notes and accounting fees.

Net Loss

The Company incurred a net loss of $432,035 during the nine month period ended September 30, 2013 compared with net loss of $306,288 for the nine month period ended September 30, 2012. The increase in net loss was mainly due to the increase of professional fees in the current nine month period ended September 30, 2013 compared to the corresponding period in 2012.

China Wood Shares
 
On June 29, 2011, and on August 29, 2011, Viking Investments, LLC, a company controlled and managed by the Company’s Chairman, Chief Executive Officer and President, Tom Simeo, incorporated under the laws of The Federation of St. Kitts and Nevis, (“Viking Nevis”) sold 100,000 and 466,813 shares respectively of China Wood, Inc., publicly listed in the United States with the ticker “CNWD”, (the “China Wood Shares”) owned by Viking Nevis, in exchange for 1,912,000 and 12,569,420 newly issued restricted shares of the Company respectively. By August 29, 2011, Viking Nevis completed the purchase of the China Wood Shares by having delivered a total of 566,813 shares of common stock in China Wood, Inc. to the Company. The China Wood Shares were registered in a Form S-1 Registration Statement declared effective by the SEC on April 7, 2011. The China Wood Shares were subject to a “Leak-Out Provision” whereby only a certain amount of shares could be sold per month up and until the first anniversary of the effective day of the aforementioned registration statement (April 7, 2012).
 
The Company initially recorded the China Wood Shares at its fair value of $5,065,838 at the date of the transaction, and the Company relied upon Viking Nevis’s Guaranty and Repurchase Agreement to determine the value of China Wood shares, in which Viking Nevis, on April 11, 2012, guaranteed that the price per share of the China Wood Shares that it had previously sold to the Company in consideration of the Company issuing Viking Nevis 14,481,420 shares of Company common stock, would not be less than $4.50 per share and agreed to repurchase the China Wood Shares by tendering shares of common stock of the Company owned by Viking Nevis to the Company if the 45-day volume weighted average price (“VWAP”) of the China Wood Shares was equal to or less than US$4.00 per share. Accordingly, the Company valued the China Wood Shares at $4.00/share and an impairment loss of $2,798,586 was recognized in the Company’s previously issued consolidated financial statements for the year ended December 31, 2011.
 
During the three month period ended June 30, 2013, the Company re-visited the accounting treatment for the above transactions, and determined that the exchange of China Wood shares was a nonmonetary transaction and, therefore, should be accounted under ASC 845, "Nonmonetary Transactions." The Company further determined that the exchange of shares had no commercial substance due to fact that the Company’s future cash flows were not expected to significantly change as a result of the exchange of shares. Therefore, the Company recorded the value of the China Wood Shares at their carrying value on the transaction date, and the excess of the fair value of purchase consideration over the assets purchased was charged to additional paid in capital.  On December 31, 2011, the China Wood shares were fully impaired and charged to the income statements.
 
 
5

 
 
During the three month period ended September 30, 2013, the Company amended its Annual Reports on Form 10-K for the years ended December 31, 2011 and 2012, and the Form 10-Q for the periods ended September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012, to reflect the correction of the accounting treatment of China Wood Shares.
 
On April 15, 2013, pursuant to the Guaranty and Repurchase Agreement, Viking Nevis agreed to repurchase the China Wood Shares from the Company by returning 7,472,093 shares of the Company’s common stock to the Company’s transfer agent for cancellation. Those 7,472,093 shares were cancelled on June 7, 2013.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
The Company has adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America in the preparation of the Company’s financial statements which requires it to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Although these estimates are based on management’s knowledge of current events and actions the Company may undertake in the future, the final results may ultimately differ from actual results. Certain accounting policies involve significant judgments and assumptions, which have a material impact on the Company’s financial condition and results. Management believes its critical accounting policies reflect its most significant estimates and assumptions used in the presentation of the Company’s financial statements. The Company’s critical accounting policies include debt management and accounting for stock-based compensation. The Company does not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
The Company does not currently maintain controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2013 have been evaluated, and, based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are not effective in providing reasonable assurance of compliance.
 
Changes in Internal Control over Financial Reporting
 
Management and directors will continue to monitor and evaluate the effectiveness of the Company's internal controls and procedures and the Company's internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
 
 
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PART II—OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
None.
 
ITEM 1A.  RISK FACTORS
 
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information under this item.
 
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None.
 
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.   MINE SAFETY DISCLOSURES
 
None.
 
ITEM 5.   OTHER INFORMATION
 
None.
 
ITEM 6.   EXHIBITS
 
Exhibit
 
Number
 
Description
     
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
     
31.2  
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
     
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
     
32.2  
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
VIKING INVESTMENTS GROUP, INC.
(Registrant)
   
       
/s/ Tom Simeo
 
Date: November  14, 2013
 
Tom Simeo
Chief Executive Officer, Director and
Treasurer
     
 
In accordance with the Securities Exchange Act this report has been signed below by the following person(s) on behalf of the registrant and in the capacities and on the dates indicated.
 
/s/ Guangfeng Yang
 
Date: November  14, 2013
 
Guangfeng Yang
Chief Financial Officer & Director
     
 
 
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