SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       -----------------------------------

                                   FORM 10-KSB

                       -----------------------------------

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2003

                            Commission File #0-30440

                            VIVA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   22-3537927
                      (IRS Employer Identification Number)

           954 Business Park Drive, Suite #2, Traverse City, MI    49686
               (Address of principal executive offices)          (Zip Code)

                                 (231) 946-4343
                (Registrant's telephone no., including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value

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 [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

<PAGE>

Revenues for year ended December 31, 2003: $0

Aggregate market value of the voting common stock (on a fully diluted basis)
held by non-affiliates of the registrant as of April 28, 2003, was: $509,188
(based on a stock price of $.09).

Number of shares of the registrant's common stock outstanding as of April
28,2004 is: 5,965,144

Transfer Agent as of May 11, 2004:

                          Interstate Transfer Company
                          874 E. 5900 South, Suite 101
                          Salt Lake City, Utah 84107


<PAGE>

                            VIVA INTERNTAIONAL, INC.
                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2003

                                      INDEX

PART I
------

Item 1              Description of Business

Item 2              Description of Properties

Item 3              Legal Proceedings

Item 4              Submission of Matters to a Vote of
                    Security Holders

PART II
-------

Item 5              Market for the Registrant's Securities
                    and Related Stockholder Matters

Item 6              Management's Discussion and Analysis
                    Or Plan of Operation

Item 7              Financial Statements

Item 8              Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure

Item 8A             Controls and Procedures

PART III
--------

Item 9              Directors, Executive Officers, Promoters and
                    Control Persons; Compliance with Section 16(a)
                    Of the Exchange Act

Item 10             Executive Compensation

Item 11             Security Ownership of Certain Beneficial
                    Owners and Management

Item 12             Certain Relationships and Related
                    Transactions

Item 13             Exhibits and Reports on Form 8-K

Item 14             Principal Accountant Fees and Services

Signatures

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                                    Business

On January 15, 2003, we completed a stock exchange agreement and plan of
reorganization with Viva Airlines, Inc. In accordance with such agreement, we
issued 307,500 of our shares of common stock to the shareholders of Viva
Airlines, Inc. After the transaction was completed, the aggregate number of our
shares held by the following Viva Airlines shareholders represented more than
50% of our issued and outstanding common stock: Old Mission Assessment
Corporation, Robert J. Scott, Joan Jolitz, Enterprises D and D, Lazaro Canto and
Bash, LLC. In addition, all of our officers and directors resigned and Robert J.
Scott became our sole officer and director. The Company's name was changed
during 2003 from the Auxer Group, Inc. to Viva International, Inc.

The stock exchange agreement and plan of reorganization also required that our
only active subsidiary, Harvey Westbury Corp., be spun off. Our former officer
and director, Eugene Chiaramonte, Jr., obtained control of Harvey Westbury Corp.
through conversion of debt owed to him by Harvey Westbury Corp. which has
remained a private company since the spin-off.

As of today, our other wholly owned subsidiaries are inactive or in the process
of being dissolved.

On January 17, 2003, Viva Airlines appointed Juan Carlos Hernandez as its Vice
president and Chief Operating Officer for Dominican Republic operations. As of
April 15, 2003, Mr. Hernandez has opted not to accept his appointment.

On January 21, 2003, Viva Airlines commenced acquisition negotiations with Kick
Communications of New York, an international provider of long distance telephone
services. As of today, Viva has discontinued its discussions with Kick
Communications and does not intend to enter into any agreements with Kick
Communications.

On January 22, 2003, we issued a letter of intent to purchase 3 Boeing 727-200
aircraft from Airframe Consultants, Inc. The equipment covered by the letter of
intent is no longer available for purchase.

On February 19, 2003, Viva Dominicana, Inc., S.A., was formed and signed an
agreement to acquire Aerocontinente Dominicana, S.A. Viva Dominicana, Inc. S.A.
is controlled 49% by Viva International, Inc. through individual nominees who
are also officers and/or directors of the Company. The agreement providing for
the acquisition could not be completed by the parties and was accordingly,
vacated.

On February 20, 2003, we entered into negotiations with Mojave jet to purchase 2
Boeing 737-200 aircraft. To date, we have not completed any type of equipment
acquisition with Mojave Jet. However, we do have deposits on file with Mojave to
complete future acquisitions. The deposits were funded via the issuance of
15,000,000 shares of preferred stock convertible to common at 10 for 1. In
December of 2003, by action of the Company's Board of Directors the preferred
shares on deposit were reduced from 15,000,000 to 2,500,000.

On March 10, 2003, we announced our intention to acquire a 49% interest in Queen
Air, Aeronaves Queen, S.A. The acquisition of Queen Air could not be completed
due to the Company's inability to satisfy certain performance requirements as
demanded by the seller and the agreement was set aside by the parties in January
of 2004.

                                       1
<PAGE>

On March 19, 2003, The Company announced it was considering exiting the
Depository Trust and Clearing (DTC) system and moving to "custody trading" only.
As of today, the Company has not requested that it be removed from the DTC
system.

On March 20, 2003, The Company announced that its wholly owned subsidiary, Viva
Airlines, Inc. has agreed to purchase its fuel requirements and supplies from
World Fuel Services. As of today, Viva Airlines, Inc. has not activated this
agreement. This vendor agreement is not binding on the Company and it is
possible that the Company will do business with other providers when it
commences operations.

On March 27, 2003, we announced the following executive appointments:
Rudy Dominquez as Viva Airline's President and Chief Operating Officer,
and Oscar Hasan as Viva's Vice President of Sales and Marketing.  Mr.
Dominguez also serves Viva International, Inc. as the Company's Chief
Operating Officer (COO).  Mr. Hasan also serves Viva Air Dominicana, S.A.
as that Company's President.

On April 14, 2003, we signed a letter of intent with Tristar Capital LLC to
purchase one Lockheed wide-body passenger aircraft. The Company was unable to
satisfy certain economic criteria to convert the letter of intent into a
purchase arrangement. Subsequently, the aircraft was relocated to Bolivia under
a verbal agreement with Tristar that provided for a future payment to reimburse
the costs of moving the equipment. The documentation evidencing this agreement
was never completed and the aircraft was found to contain material defects
rendering it unusable to Viva or capable of passing inspections that were to be
conducted by the Bolivian Aeronautical Authority.

On April 21, 2003, the Company announced that it entered into a passenger
service connector agreement with Fina Air of Puerto Rico and had issued a letter
of intent to purchase two (2) DC-9-32 aircraft. As of today, Viva has been
unable to commence operations and accordingly, Fina Air has cancelled its
agreement with Viva. Further, the letter of intent for aircraft that were to be
used in Fina has not been exercised and accordingly, a completed transaction did
not result.

On April 29, 2003, The Company announced that Ronald S. Greene has been
appointed as Chief Pilot for its Viva Airlines, Inc. subsidiary. Mr. Greene is
currently active in the Company on a part-time basis. For approximately 3 months
from a point near the end of 2003 through mid-March of 2004, Mr. Greene was
actively piloting for other air carriers.

On May 1, 2003, The Company announced that Eric F. Paillet was appointed as
Executive Vice President of its Via Airlines, Inc. subsidiary. Mr. Paillet never
assumed official duties and his appointement was rescinded.

On May 22, 2003, The Company announced that its subsidiary, Viva Airlines, Inc.
through Queen Air, Aeronaves Queen S.A. has obtained presidential approval on
its airline operational authority certificate. Subsequent to the announcement,
the Queen Air agreement was mutually rescinded. As of today, the Company through
Viva Air Dominicana, S.A. is pursuing its airline operational authority
certificate.

On June 3, 2003, The Company announced that Oscar Hasan had appointed a 5 member
outside advisory committee of New York City area travel associations to assist
in strategic market planning for the Caribbean, Central and South America.
Recommendations to commence services from New York to Santo Domingo starting in
July of 2003 were unable to be implemented. Subsequently, the Company has
restructured its primary targeted markets for initial services and accordingly,
New York is not currently a market the Company plans to develop on its own.

Further, the Company announced that it would begin providing airline passenger
and cargo services from Punta Cana, Dominican Republic to Caracas, Venezuala and
to Sao Paulo, Brazil on July 15, 2003 under a code share agreement with a
Brazilian air carrier. The Brazilian air carrier withdrew its code share
agreement prior to the expected start of the agreement.

                                       2
<PAGE>

The Company also announced that it opened an office in the Jet Center of Fort
Lauderdale, Florida for use as an operational and administrative center. As of
today, The Company continues to maintain an office at the Jet Center but is in
the process of reducing the size of the office space utilized as well as the
financial commitment and intends to maintain an office that will house the
Company's legal department and other administrative functions.

Also on June 3, 2003, The Company announced the issuance of a letter of intent
to acquire a 49% interest in Tropical Air International of St. Kitts and Nevis.
Subsequent investigations resulted in discovery that Tropical Air did not
contain appropriate current licensing and the Company withdrew its interest in
Tropical.

The Company also announced that it had reached an agreement to acquire a 45%
interest in Northeast Bolivian Airways, Ltd. The agreement provided for the
development of a 129 Category I certificate with plans to open up flight service
to South America. The Company was unable to provide necessary expenses or
funding to Northeast Bolivian and accordingly, Northeast Bolivian terminated the
agreement.

Finally, the Company announced that it has agreed to acquire nine (9) DC-9-32's
as needed from Mojave Jet under a financing facility arrangement provided by
Cherokee Transportation Group. Due to the Company's inability to complete other
agreements and/or airline acquisitions and/or joint venture arrangements, none
of the nine (9) DC-9-32's have been acquired. It is doubtful that any of the
aircraft remain available to acquire.

On July 2, 2003, The Company announced that its name had officially been changed
to Viva International, Inc. and that it has commenced trading on the OTC
Bulletin Board system under the symbol: VIVI. Further, the assigning of the
symbol coincided with the Company's implementation of a one (1) for 800 reverse
split. The Company also announced the retention of Martin E. Janis & Company to
carry out An extensive public awareness program. As of today, the Janis firm is
no longer engaged due to the Company's inability to make proper payment for
services as rendered. There is approximately $12,000 of liability to the Janis
firm on the Company's books.

On July 14, 2003, The Company announced that an L-1011-50 aircraft subject to a
financial agreement with Tri-Star Capital, Ltd. was moved from Tucson, Arizona
to Cochabamba, Bolivia on July 13, 2003 for airworthiness testing. Subsequently,
the aircraft was discovered to have material defects and the agreements pursuant
to the cost of moving the aircraft and performance thereof were disputed. No
resolution was reached. The aircraft was to have been utilized in connection
with the Company's agreements with Northeast Bolivian. The Northeast Bolivan
agreement was abandoned due to the Company's inability to provide the underlying
financial assistance necessary to support the agreement.

On August 11, 2003, The Company announced that it had entered into several
agreements with Fina Air of Puerto Rico. Among the agreements is a joint venture
agreement that provided for Fina to operate various flight routes that will be a
part of the Viva Dominicana schedule. Viva was also to provide various technical
and administrative support as well as to place two (2) aircraft (SAAB 340's)
with Fina. The Company did provide various technical and administrative support
to Fina for which we were not compensated. In addition, the Company arranged for
some financial support for Fina as provided by a third party. However, due to
the delays in Viva commencing operations and the subsequent inability of Viva to
provide working capital, deposits and finalize the acquisition of the SAAB
aircraft, Fina terminated all of the agreements and understandings then
existing.

On September 2, 2003, The Company announced the appointment of Stuart Carnie as
President and Chief Executive Officer. Mr. Carnie had recently served as Vice
President of Sales for Mach Aero International Corp. of Tulsa, Oklahoma. In
February of 2004, Mr. Carnie resigned his positions to pursue other
opportunities. Company Chairman, Robert Scott, has assumed the roles of
President and Chief Executive Officer.

                                       3
<PAGE>

On September 3, 2003, The Company announced that it has negotiated a joint
venture agreement with Pride Airline Network of Humble, Texas. Under the
agreement, Viva would provide infrastructure for landing rights, fly over
rights, reservations, ticketing and ground handling. The joint venture agreement
has not been activated and there are no assurances that it will be.

On September 4, 2003, The Company announced that it had reached agreement on a 3
aircraft acquisition and financing package with Mach Aero International. The
Company has been unable to raise the funds necessary for a deposit or down
payment on the aircraft. As of today, the agreement remains available to
complete.

On September 8, 2003, The Company announced that its air partner, Fina Air, Inc.
has obtained its FAA 135 certificate. Subsequently, Fina has terminated its
agreements and its association with Viva.

On September 10, 2003, The Company announced that it had reached an agreement on
behalf of Viva Air Dominicana to lease two (2) DC-9-15 from Air Transport Group
LLC and Centec Aviation, Inc. for a 3 year period. The Company further announced
that Oscar Hasan has been appointed President of Viva Air Dominicana. As of
today, the Company was unable to raise the amounts necessary for deposits on the
DC-9-15 lease. Mr. Hasan continues to be the President of Viva Air Dominicana.

On September 12, 2003, The Company announced that it had formed an air services
division and that Arnold Leonora has accepted appointment as the division's
President. As of today, the air services division has not transacted business
and accordingly, Mr. Leonora has not provided any services to the Company. The
willingness of Mr. Leonora to accept appointment at a future date is unlikely.

On September 23 & 24, 2003, The Company announced that it had issued a letter of
commitment to acquire a 49% interest in Royal Aruban Airlines through its
Hardyston Distributors, Inc. subsidiary. The Company further announced that it
intended to spin-off Hardyston Distributors, Inc. under a plan that would reward
its shareholders of record as of October 15, 2003 with 1 share of Hardyston for
every 3 shares owned in Viva. Subsequently, the Company finalized an agreement
with Royal Aruban Airlines. Additionally, an involuntary bankruptcy petition was
filed against Royal Aruban Airlines by two former employees and one creditor.
This forced Viva to submit plans for reorganization and debt settlement to Royal
Aruban and its attorneys. Royal Aruban and its attorneys demanded cash and/or
other consideration as a prerequisite to presenting the Viva plan to the Aruban
court. Viva refused the Royal Aruban demand and accordingly, submitted its own
plan to the Aruban Courts. To the best of our knowledge, the Aruban Courts
approved a Moratorium for Royal Aruban from its creditors. Further, Royal Aruban
has not started operations. Viva believes the original agreement between the
Company and Royal Aruban has been set aside and that it would have to
renegotiate a new contract should it desire a working relationship with Royal
Aruban. At of today, this is not likely. Also, the spin-off of Hardyston
Distributors, Inc. is being delayed to a future date when a business interest or
economic benefit to its shareholders can occur.

On October 15, 2003, The Company announced that ticket sales for flights from
Ft. Lauderdale, FL. to Aruba will begin on October 27, 2003 and air services
will begin on December 1, 2003. Due to the Royal Aruban court proceedings
seeking protection from its creditors and further due to Viva's inability to
raise sufficient amounts of capital to overcome the Royal Aruban credit related
problems ticket sales and subsequent air service was not able to commence.

On October 23, 2003, The Company had announced that it had completed
negotiations and entered into a letter of intent with Turaser of Brazil to
provide flights twice a week from Punta Cana, Dominican Republic to Sao Paulo,
Brazil beginning December 1, 2003. The contract has been deferred to a future
date and will become activated upon the Company, through Viva Air Dominicana,
S.A., being able to prove its ability to provide the services specified in the
contract. As of today, the Company has been unable to prove its ability due to
its lack of capital and inability to raise the funds necessary to place deposits
on lease contracts and pay for the costs of deploying the aircraft.

                                       4
<PAGE>

On November 6, 2003, The Company announced that it had completed its agreements
with Royal Aruban Airlines on behalf of its Hardyston Distributors, Inc.
subsidiary to acquire a 49% interest in Royal Aruban. See the update provided in
connection with the announcements of September 23 & 24, 2003 above.

On November 19, 2003, The Company announced that the Royal Aruban Airlines (RAA)
director of maintenance has accepted the first aircraft to be put into regional
service for RAA. The DC-9 aircraft at Coopesa Maintenance in San Jose, Costa
Rica although accepted was not ferried to Aruba due to the Company's inability
to place a satisfactory lease deposit on the aircraft and other disputes with
officials of Royal Aruban.

On November 19, 2003, The Company announced that E. Thomas Septembre had
accepted appointment as in-house counsel. Mr. Septembre continues to serve in
his appointed capacity and currently operates out of our offices in Fort
Lauderdale, Florida.

On December 8, 2003, The Company announced the retirement of 12 1/2 million
shares of its convertible preferred shares representing 125 million fully
diluted common shares.

The following is the business plan for Viva Airlines, Inc., our only active
subsidiary:

On September 17, 2002, Viva Airlines, Inc., was incorporated as a Puerto Rico
Corporation. Its principal office is located in Traverse City, Michigan. The
founders of Viva have extensive experience in consumer aviation.

The intent of Viva is to introduce a new consumer airline being organized to
take advantage of a specific gap in the Caribbean air travel market and the
Caribbean to the United States air travel market. Presently, there is a gap that
exists in low cost service out of Puerto Rico and the Dominican Republic to the
United States and other Caribbean destinations. The gap in the availability of
low cost service in and out of these hubs coupled with the local demand for
passenger travel on selected routes from the Caribbean indicates that a new
airline is needed for current air travel business from those hubs. Viva intends
to develop its Caribbean market as well as those of certain Central and South
American countries prior to entering the U.S. market which includes Puerto Rico.

Viva's research and projections indicate that air travel to and from the
Caribbean hubs in San Juan, Puerto Rico and the Dominican Republic is sufficient
to establish a new carrier utilizing six to eight aircraft and operating
selected routes. The Viva plan has the potential for a more rapid ramp-up due to
the nature of the routes, the demand for travel currently in the targeted
markets to be served.

On February 19, 2003, Viva Air Dominicana, S.A., a Dominican Republic
corporation was formed. The corporation is owned 24 1/2 percent each by Robert
Scott and Oscar Hasan and 51% by citizens of the Dominican Republic. Mrrs. Scott
and Hasan have assigned their respective interests to Viva International, Inc.

Due to failed acquisition agreements for a minority interest in Aerocontinente
Dominicana and Queen Air, Aeronaves Queen S.A., Viva has concentrated its
efforts on obtaining its airline operating ability through Viva Air Dominicana
S.A. Viva Air Dominicana S.A. has complied with all requirements to obtain such
Operating ability including the filing of various aviation and flight manuals as
requested by the Dominican Aviation Authority. At this date, Viva Air Dominican
S.A. expects to receive its charter license certificate within 30 days and
expects to receive its airline operating certificate 6 to 8 weeks thereafter.

In the first years of formative operations of Viva Air Dominicana S.A. we
estimate that we will experience negative cash flow until revenue increases from
establishing air service routes and becoming operational. The negative cash flow
is due to the organizational and regulatory obligations of a new air carrier.
Additional capital is needed to pay the expenses of this phase of the business.

                                       5
<PAGE>

Viva has the following objectives:

1.   To obtain required D.O.T. and F.A.A. certifications.

2.   To commence revenue service on or before July 1, 2004.

3.   To raise sufficient "bridge" capital in a timely fashion to financially
     enable these objectives.

4.   To commence operations with two aircraft in month one, four aircraft by the
     end of month three, and six to eight aircraft by the end of month six. Due
     to previously failed performance on various letters of intent, purchase
     agreements or lease arrangements, the Company is unwilling to commit to a
     specific aircraft configuration at this time. Suitable aircraft are
     currently available in abundance.

Viva Airlines' mission is to provide safe, efficient, low-cost consumer air
travel service. We have safety as our highest priority, will strive to operate
timely flights and provide friendly and courteous "no frills" service.

Viva believes that the keys to success are:

o    Obtaining the required governmental approvals.

o    Securing financing.

o    Experienced management and crews.

o    Marketing; solving channel problems and barriers to entry; using effective
     major advertising and promotion budgets; developing relationships with tour
     brokers and operators as well large hoteliers and time share ownership
     groups with market presence in the Caribbean. Market penetration and share
     is anticipated despite existing competition.

o    Product quality. Always with safety foremost.

o    Services delivered on time, capital and costs diligently managed and
     controlled, marketing budgets defined and managed for results.

o    Rapid growth will be avoided in order to keep maintenance Standards both
     strict and measurable.

o    Cost control. The over-all cost per ASM (available seat mile) is pegged at
     15 cents or less in 2004 dollars.

During its second year of operations, Viva intends to add flights to the most
demanded and popular routes in current operation. This will serve to make its
schedule the most convenient to these destinations. The expected concentration
on route development and expansion is currently planned for high passenger
demand existing in Central and South American countries as well as within the
Caribbean itself. The Company has no current plans to provide service into the
United States. However, should its market studies indicate substantial
unsatisfied demand exists with regard to certain United State destinations
future plans will be adjusted to take advantage of the US market.

The following sections describe Viva's description of service, competitive
comparison, technology, fulfillment, and future services.

Service Description

Viva is in the business of providing lower cost, "price competitive" air travel
to selected destinations from their Caribbean hubs. The service approach is "no
frills" with emphasis on safe, courteous handling of domestic and international
passenger travel.

                                       6
<PAGE>

Consumer surveys still indicate that the air travel customer's preference is for
"low fares." However, he or she is not willing to compromise on issues of safety
or on-time performance. We believe that customers will, however, settle for
lower levels of in-flight service in order to reduce the cost of travel.

Viva intends to provides the type of service today's air travel passenger
demands.

Competitive Comparison

The primary competitors in our intended market are American Airlines and
Continental Airlines, which account for 80% of the air travel volume in the
Caribbean market. This is as high a single market dominance that exists in any
United States market. Also, this results in the highest fares in the nation for
travel in-and-out of the Caribbean.

Viva feels that it can obtain a significant portion of this business. Our costs
per available seat mile are expected to be lower than either American or
Continental.

It has been widely reported that American Airlines has significant financial
difficulties. In the Company's opinion, this identifies an opportunity for a
"hub-based" carrier in the Caribbean market.

Operation of a number of similar of aircraft should yield significant cost,
maintenance, and training expense reductions.

Viva's aircraft should operate out of its hubs with high utilization based on
price advantage. Viva expects to have an over-all competitive advantage since we
don't have aircraft or operations outside of our limited focus. Other airlines
must maintain "system-wide" load factors and utilization, while Viva plans to
operate profitably within its "niche" market. This should serve as a barrier to
entry from other competitors once Viva is entrenched in this market. We believe
it to be unlikely that larger airlines will be able to compete with Viva's lower
fares nor will they probably have the desire as they focus on more profitable
"long-haul" routes with larger airplanes.

Viva plans to achieve its target cost of $0.15 cents or less per available seat
mile by a combination of cost saving measures. Savings are planned in the areas
of labor costs and from operational economies. Viva intends to utilize its
flight crews significantly more than our competition. Flight crew utilization
should be 60% above industry average. Both pilots and flight attendants will be
deployed an average of 85 hours per month versus an industry average of 50-60
hours per month. Viva plans to realize additional savings in the insurance and
benefits areas by virtue of having fewer crew members.

Efficiently operating the meal service in-flight may save approximately $3.00
per seat per flight. It is Viva's goal to utilize its fleet an average of 11
hours per day, 7 days per week.

Our state-of-the-art reservations system should save time, allow us to employ
fewer reservation employees, and save training costs for new reservation
personnel.

Fulfillment

Aircraft are expected to be obtained on an ACMI (aircraft, crew, maintenance &
insurance) or "dry lease" basis (without fuel) from selected aircraft
owners/brokers at rates favorable to the overall airline operation and possibly
at rates below industry standards.

Generally, first and last month's lease payments are required in advance on a a
five-year term operating lease. Lease payments made on an operating lease are
expensed as paid and no end of lease buy-out is typically offered. Terms of
lease renewal are usually negotiable. There may or may not be an additional
deposit required by the lessor as a maintenance reserve. Viva management feels
that this will not be a requirement but is prepared to make such a deposit if it
becomes required to obtain necessary aircraft for operations.

                                       7
<PAGE>

Outsourcing of services are planned as follows:

Maintenance:

All regular "A" and "B" maintenance will be performed by Falcon Air Express
personnel at their own facilities in Miami Florida. Alternatively, the Company
is exploring the creation of its own maintenance facility convenient to its hub
operation at Santo Domingo, Dominican Republic. Company management is prepared
to outsource regular and routine maintenance but is excited at the prospect of
creating new job opportunities for skilled aviation repair technicians in the
Dominican Republic. Periodic "C" and "D" overhauls and major maintenance will be
outsourced. Costs are budgeted at $452 per flight hour for maintenance reserves
and $500 per flight hour for line maintenance and parts. It is common for many
carriers in the aviation industry (including some large carriers) to "sub-out"
"C" and "D" scheduled maintenance. Thus, it is not viewed as a competitive or
regulatory disadvantage to Viva to do likewise.

Ground Handling:

Airplane parking services, baggage loading and unloading, and baggage and
freight handling services will be outsourced at all airports other than the
Caribbean hubs where these services are planned to be performed by Viva
personnel.

Food Service:

All condiments and beverages served on Viva flights are planned to be purchased
from in-flight food service providers.

Technology

All equipment and systems that will be utilized by Viva have been carefully and
diligently evaluated. Management feels that it is an advantage to be starting an
airline today versus using many of the systems that burden even the largest
domestic carriers with extra cost due to outmoded technology. The technological
advantages to management's choices are outlined below:

Airplane advantages:

Management has significant prior experience and is well acquainted with all
facets of operation of the airplanes it will choose to operate its flight
services.

Reservation advantages:

The dominate reservations systems in the airline industry today, "Sabre" and
"Apollo," are outmoded and obsolete. The major carriers are slow to change
because of the huge capital requirement to "roll over" their entire reservations
system at one time. Therefore, they keep using the old and outdated systems.

The reservations system that Viva will use has three main advantages that
contribute to cost savings: 1) Speed, 2) Learning Curve, and 3) Integration.
Since today's PC's operate much faster than earlier versions, Viva's reservation
employees will be able to complete a typical reservation procedure up to 75%
faster than industry averages. Most reservations will be completed in two
minutes or less (as opposed to the frequent 8 to 10 minutes that almost everyone
has experienced from time to time). The system simply searches and retrieves
data faster. The result is not only higher levels of customer satisfaction but
also substantial savings in communications cost to Viva.

Training costs are also reduced. There is high turnover among airline
reservation employees. "Sabre" and "Apollo" take two weeks to learn. Viva's
system will enable a basic computer literate employee to learn the system in a
fraction of time needed by "Sabre" and "Apollo".

Viva's system also integrates with other management information systems used by
Viva. It is designed to operate in a "ticketless" environment, something the
other systems have difficulty accomplishing.


                                       8
<PAGE>

Operational advantages:

Over-all operations should be seamless from area-to-area of Viva's management
information systems as a whole. Most systems utilized by the major carriers
today were put in place more than 20 years ago. Thus, there is a constant need
for each operational area to "talk" or "re-transmit" essential data. Not only
should Viva's information systems operate "seamlessly" but they will also
enhance the ability to conform to all FAA compliance requirements. A significant
compliance issue facing carriers today is "record keeping." It is not enough to
comply, but one must be able to prove compliance as well as have full and
clearly defined and documented internal accountability.

Future Services

Viva's service will be coach and business class with all aircraft configured
based upon the specific customer wants, needs and demands.

Reservations will be handled predominately by Viva's own reservation system
(even though Viva has budgeted travel agent commissions as 10% of sales). Paid
service will be for alcoholic beverages only. Meals will be served on long-haul
flights, and Viva has budgeted a meal allowance of $7.50 per meal.

Market Segmentation

The airline industry is dominated by the major carriers. It is an industry
characterized by merger, acquisition, and consolidation. Like so many other
industries it has quickly evolved into an industry that has room only for major
players and smaller "specialty" or "niche" participants. There are two specialty
segments that have been exploited by new entrants. One is the "price" niche and
the other is the "route" niche. One focuses on charging less, the other on
providing either the only service between two given points (the "commuter" or
feeder" concept) or else superior or more convenient or less costly service
between two heavily traveled destinations.

In today's marketplace the "price" positioning, in and of itself, is no longer a
sufficient concept on which to build an airline. Since de-regulation the flying
public has been inundated with low fares. Low fares have become an expectation,
not a promise. Thus, the true market segment opportunities today have become a
combination of service mix, price, and route selection. The more critical
decision has become one of deciding on service mix and price in conjunction with
length of route. The specialty carrier is now relegated to either "short-haul"
or "long-haul" concentration. There is room in the marketplace for a long-haul
carrier who efficiently serves limited routes with only the equipment designed
to serve those routes and, conversely, there is room for a short-haul carrier to
take advantage of similar economies available with new technology and the proper
equipment. Viva feels that the likelihood of competition from major carriers is
less likely in the Caribbean segment.

This enables consolidation of services and economies of down-sized scale. At the
same time, the revenues available from short hauls are comparatively higher than
long hauls on a per-passenger-mile basis.

Thus Viva is targeting the short-haul, dual hub, discount fare Caribbean market.
This is a new segment defined by the demands of today's traveler.

Service Business Analysis

The Federal Government de-regulated the airline industry in 1978. Prior to that
time the government virtually guaranteed the profitability of the airline
industry, at the expense of the consumer. Routes were restricted. Fares were
fixed. Costs got out of control. Today some of the major carriers still continue
to operate at less than optimum efficiency. This has spawned the success of
various "discount" carriers, most notably Southwest Airlines and the Jet Blue.

The low cost carriers have proven that they can operate profitably, can garner
market share, and have even spawned an increase in travel by luring those who
would previously have traveled by bus, rail, or automobile or who would not have
traveled at all.

                                       9
<PAGE>

Many major airlines today are experiencing significant losses. The management of
Viva feels that these losses can be traced directly to the high cost of labor,
operational inefficiency, and poor management. Management further believes that
the major carriers cannot profitably compete against start-up carriers with
limited and specific market focus and lower over-all cost structures.

In retrospect, de-regulation has succeeded in providing air travelers with
better service but has not necessarily provided service at a lower price. In the
recent times of financial trouble many airlines have complained of an under
supply of air travelers, when in fact there is an under supply of affordable
seats. It is Viva's goal to provide these affordable seats while maintaining a
profitable airline.

Business Participants

The major air carriers in the U.S. are not the focus of Viva's business plan.
They are not viewed as competition to a single hub, short-haul, low cost
entrant. Our business model is patterned after the successes of Southwest
Airlines, U. S. Air & Jet Blue.

Southwest Airlines is the model for operating a safe and successful discount
carrier. Even though Southwest has the lowest cost per ASM in the airline
industry for short-haul carriers they have never experienced a fatal crash in
more than 25 years of operation.

Viva management has studied extensively the history of the above three airlines.
All three have grown to substantial revenue size amidst the major airlines. None
of the three existed in the not-too-distant past. Viva has taken the best parts
of each growth story. The result is Viva Airlines plan.

Distributing a Service

Sales of airline tickets have historically been either direct from the airline
itself or through various travel agents. Modern computer technology and
communications capability are changing the mix dramatically. Travel agents once
accounted for 80% of ticket sales. This channel of distribution has been one of
very high cost to the airlines. Travel agent commissions at one time became the
highest individual cost item to an airline. The physical cost of printing and
distributing tickets is also substantial. Travel agents estimate that it costs
them an average of $30 in total cost to originate an airline ticket. Many of
them have begun to add their own service fees to the actual cost of a ticket.

Available technology has now afforded the opportunity both to sell one's own
tickets and to eliminate the physical ticket altogether. The critical element
for both strategies to be successful for an airline is simply to create the
demand for travel on one's airline. If the airline makes it desirable for the
consumer to want to fly it then it is just as easy to order tickets directly
from the airline as it is from any other source. Viva intends to have its own
reservations agents available via an 800 number (the service is expected to be
available 24 hours from an available pool of agents). In addition, we will have
an Internet site where schedules are available and customers can book their own
reservations and buy tickets via credit card.

Viva expects to sell as much as 90% of its air travel "direct" and "ticketless."
It has budgeted 10% of sales as commission to sales agents.

"Ticketless" travel has an additional advantage since Viva will not wait 30 days
for collection of clearinghouse funds from other airlines on combined-carrier
tickets. Also, it is not expected to be a competitive disadvantage for Viva's
passengers to connect to other airlines. They will want to fly Viva to available
destinations to save money even if they need to buy a paper ticket on another
airline. Viva flights will be listed in all available flight information
systems.

                                       10
<PAGE>

Competition and Buying Patterns

The most critical factor for Viva or any new airline to overcome is the issue of
brand awareness and name recognition. Customers prefer to fly with carriers they
know and trust. There is little doubt that Viva will need to spend heavily and
frequently to advertise and promote its product. The amounts budgeted in our
business plan represent management's best estimate. One advantage we believe we
possess is that local media can be utilized which is more cost effective on a
per-impression basis. It can also be highly targeted. It has been proven in the
past that market share can be achieved for a new airline.

Critical in today's environment is safety. Consumers will switch for lower
costs, but not at the expense of a perception of a safety risk, or not at the
expense of expected on-time performance. Viva intends to emphasize these two
main themes.

In the Caribbean market, Viva expects to appeal to a mix of business oriented
travelers and personal travelers. One issue is whether or not "frequent flier
miles" are needed to compete and sell tickets. Management feels they are not.
Industry estimates show that as many as 10% of occupied seats on domestic
flights are currently "no revenue" as a result of redemption of premiums earned.
It is also very expensive for an airline to administer its frequent flyer
program. Viva feels that our cost advantage in our market will outweigh the lack
of "incentive" rewards. It expects that casual and personal travelers don't fly
often enough for "points" to be significant. At the same time, Viva will
initiate a concerted sales effort directly to all major corporations in our
markets.

Main Competitors

In the past, a major competitor in our market was US Air. At one time Eastern
Airlines and Piedmont dominated the market. Eastern Airlines went out of
business and Piedmont was acquired by US Air. US Air was highly vulnerable
because of its high operating costs. Their ASM short-haul cost is currently the
highest in the United States.

US Air's problems can be traced to two main factors. The first is the fact that
their growth strategy was by acquisition. The consolidation of these carriers
did not produce the operational cost advantages that were anticipated. Secondly,
and most important, has been out-of-control labor costs. US Air's stronghold was
in the Northeastern United States. The strongest labor unions are located in
this part of the country and prior management was completely ineffective in
obtaining concessions from these unions.

In spite of high costs, US Air had grown to become the nation's sixth largest
air carrier. However, bankruptcy and recent press articles indicate an uncertain
future.

Viva concludes that the Caribbean opportunity is likely to be free from imposing
competition unless it comes from another start-up. If Viva is able to attack the
market first with sufficient capitalization, it feels it will be discourage
competition and expects that it will be able to build critical mass within two
years.

Strategy and Implementation Summary

Viva's market presence will be achieved by relying on the strategy of
identifying and serving a specialized niche market well.

     o    Media executions will utilize local media, which is highly targeted
          and cost effective on a cost-per-impression basis.
     o    Air operations will be centralized and cost effective.
     o    Reservations will be centralized and cost effective.
     o    Marketing will be media generated to the leisure market and combined
          media/direct sales generated to corporate accounts.

                                       11
<PAGE>

Marketing Strategy

Marketing is planned to be targeted locally. The advantage of a local and highly
identifiable market is that media selections can be limited in scope. There is
no need for a national media program to launch Viva. The most effective media is
expected to be outdoor billboards and radio.

Other media usage will be local spot TV on highly visible programs such as local
news and sports and local radio. Newspapers and other print are not expected to
be used.

Pricing Strategy

Due to its low cost operating structure Viva will be able to offer services for
less than the competitive airfares to its selected destinations from Caribbean
hubs. A sampling of projected round trip fares follows:


                    ROUTE                         ADVANCE
-----------------------------------------------------------------------

SDQ-HAV                                                          $779
-----------------------------------------------------------------------
SDQ-CUN                                                          $643
-----------------------------------------------------------------------
SDQ-GEO                                                          $359
-----------------------------------------------------------------------

Promotion Strategy

Promotion will be primarily outdoor advertising, radio and TV targeted at the
business and leisure traveler.

In addition, Viva will employ a public relations firm for both consumer and
financial purposes.

The combined amount budgeted for advertising, public relations, and reservations
will be budgeted at less than 5% of sales. Thus, the first year expenditure in
these categories is expected to be less than $1.8 million. Past experience has
demonstrated that an expenditure of this magnitude is sufficient to launch
airline service in a dual hub.

Distribution Strategy

In addition to other marketing programs outlined, Viva will also market via the
World Wide Web. It will establish its own website with reservation, purchase,
and payment capability.

Sales Strategy

In order to attract the business traveler without the use of frequent flyer
miles, Viva will make direct sales contacts with the travel departments of area
corporations and businesses. We expect our cost structure will be attractive to
these businesses. We expect business travel to account for at least 25% of our
over-all revenue.

The original background of Auxer is as follows:

The Auxer Group, Inc. was incorporated in Idaho on June 24, 1920 under the name
"The Auxer Gold Mines, Inc." The Auxer Group's original business was mining.
Auxer's life was changed from a life of 50 years to a term of existence of
perpetuity on August 27, 1960. In 1972 the mining assets were transferred to
Idora Silver Mines, Inc. and Auxer maintained a dormant status for a majority of
the 1970's and 1980's.

                                       12
<PAGE>

Effective May 2, 1994, we began trading on the OTC Bulletin Board under the
symbol AUXI. On April 18,1995, Auxer acquired all of the issued and outstanding
shares of CT Industries, which became our wholly owned subsidiary and issued
5,000 shares of our common stock to shareholders of CT Industries. CT's assets
included the distribution rights to an oil treatment formulation, called Formula
2000. At such time, Auxer moved its offices to Ridgewood, New Jersey. Auxer
continued to develop the engine treatment and test market the product it
acquired from CT Industries through infomercials and by sponsoring regional
races.

In 1996, Auxer established Wayne, New Jersey as its principal place of business
and acquired the issued and outstanding shares of two companies. On February 8,
1996, it acquired Universal Filtration Industries, Inc. a company that
manufactured and delivered products for dry cleaners. Auxer issued 1,875 of its
shares of common stock to Universal Filtration shareholders for all the
outstanding shares of Universal Filtration. 625 of the 1,875 shares were issued
and delivery was contingent upon meeting various performance objectives.

On March 24, 1999, our board of directors approved closing down Universal
Filtrations operating account. Currently, Universal Filtration is dormant with
no operating activity. Universal Filtration is no longer an active subsidiary.
No products are currently being developed or marketed.

On October 25, 1996, Auxer acquired Harvey Westbury Corporation, Inc. a light
manufacturer and wholesaler of aftermarket automotive products. Auxer issued 213
shares of its common stock to Harvey Westbury shareholders for all outstanding
shares of Harvey Westbury Corp. Consideration value was based upon the market
value of Auxer's securities at the time of the acquisition.

In August 1997, shareholders of Auxer voted to exchange their shares on a one
for one basis for shares in The Auxer Group, Inc., the new Delaware corporation.

The Auxer Group, was incorporated in the State of Delaware on August 11, 1997
and was authorized to issue 25,000,000 shares at $.001 par value. Of those
shares, 20,000,000 shares were common stock, while the remaining 5,000,000
shares were preferred stock. On September 22, 1997, the Auxer Group filed an
amendment to its articles of incorporation whereby it increased its authorized
shares to 75,000,000. Of those shares, 50,000,000 shares are preferred stock. In
August 1997, Auxer merged into the Auxer Group. Effective on or about August 7,
1997, the Auxer Group began trading on the OTC Electronic Bulletin Board under
the symbol AXGI. In June 1998, the Auxer Group divested itself of its software
business for the amount of the investment, $353,000, which was received in the
form of a promissory note. As of September 30, 1999, the Auxer Group determined
the collectability of the promissory note was doubtful and wrote it off.

On March 19, 1999, the Auxer Group amended its articles of incorporation to
increase the number of shares the Auxer Group had authority to issue to
175,000,000 shares. Of such shares, 150,000,000 shares are common stock, while
the remaining 25,000,000 shares are preferred stock.

On April 22, 1999, the Auxer Group purchased automotive parts inventory from
Ernest DeSaye, Jr., employed Mr. DeSaye and placed these assets in Hardyston
Distributors, Inc., one of the Auxer Group's wholly owned subsidiaries.
Hardyston was incorporated in New Jersey on April 22, 1999. The Auxer Group
issued 1,046 shares of its common stock plus $15,000 cash for the purchase of
the automotive parts inventory to Ernest DeSaye, Jr.

Effective September 4, 1999, the Auxer Group began trading on the National
Quotation Service Pink Sheets because it did not comply with the OTC Bulletin
Board Eligibility Rule.

Effective June 6, 2000, Auxer complied with the OTC Bulletin Board Eligibility
Rule and it began trading on the OTC Bulletin Board.

On July 12, 2000 the Auxer Group's board of directors approved the formation of
a telecommunication group for the purpose of acquiring and/or investing in
telecommunications companies and/or related technology.

                                       13
<PAGE>

In July 2000, the Auxer Group signed two letters of intent. One letter of intent
was with Sponge Technologies to acquire assets of a switch operation. The other
was with Clifton Telecard Alliance, a northeast United States distributor of
prepaid phone cards, to acquire its assets.

In August 2000, shareholders of Auxer voted to amend its articles of
incorporation to increase its authorized number of shares of common stock to
1,000,000,000.

Auxer Telecom Inc. was incorporated on August 7, 2000 in Delaware. The Auxer
Group acquired 2 telecommunications excel switching platforms, which is a series
of equipment that enables companies to track and bill telecommunications
traffic. These assets were placed into Auxer Telecom Inc. on August 24, 2000. At
such time, Auxer Telecom Inc. was one of the Auxer Group's wholly owned
subsidiaries. In August 2000, the Auxer Group added two members to the Auxer
Telecom team: Samir Khalaf and Richard Lydiate. Mr. Khalaf is a special
consultant in telecommunications, financing, acquisitions and international
business. Richard Lydiate was responsible for the transition and overseeing of
the switch operations group in Los Angeles, California. Mr. Lydiate also
assembled a management team with experience in telecommunications sales &
marketing, engineering, switch operations and customer services.

On September 21, 2000, the Auxer Group purchased the assets of Clifton Telecard
Alliance, Inc., employed Mustafa Qattous and placed these assets in Clifton
Telecard, Inc., one of the Auxer Group's wholly owned subsidiaries. Clifton
Telecard, Inc. was incorporated in Delaware on August 7, 2000. The Auxer Group
issued 2,500 shares of its common stock plus $500,000 in cash and $200,000 in
promissory notes to the shareholders of Clifton Telecard Alliance, Inc.

On March 9, 2001 CT Industries, Inc.'s Board of Directors approved the expansion
of its business focus to include telecommunications related business.

On May 16, 2001, The Auxer Group sold 100% of the stock of Clifton Telecard,
Inc.

On March 18, 2002, The Auxer Group dissolved its subsidiary Auxer Telecom, Inc.,
a Delaware corporation.

Neither Viva International, Inc. nor any of its subsidiaries has filed
any petition for bankruptcy and is not aware of any actions related to
bankruptcy. Furthermore, there are no known personnel of the Viva
International, Inc. who currently have any petitions filed under the
Bankruptcy Act or under any state insolvency laws.

Employees

The Viva International, Inc. and its subsidiaries have 8 employees. The
Company has contractual obligations to 7 of the 8 employees.

ITEM 2. DESCRIPTION OF PROPERTY

We presently utilize approximately 500 square feet of office space located at
954 Business Park Drive, Suite #2, Traverse City, MI 49686. We do not pay any
rent for this space. Our sole officer and director is the sole owner of a
professional corporation that pays $500 per month for this space.

ITEM 3.  LEGAL PROCEEDINGS

(1) The Auxer Group, Auxer Telecom, Inc. and CT Industries, Inc. vs. Husni
Hassan, Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and
Mustafa Qattous - Superior Court of New Jersey, Law Division, Passaic County -
Index No. L1120-02, filed on February 22, 2002. We are demanding a sum of
$1,250,000 plus interest for default of promissory note, violation of stock
purchase agreement and violation of employment contract. On April 12, 2002,
Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and Mustafa
Qattous filed a counterclaim for violation of stock purchase agreement. The
parties have entered into settlement negotiations. The present proposal is for
the parties to agree to mutual releases. In return for such consideration,
plaintiffs agree to allow Mustafa Qattous' stock to be traded and sold.

                                       14
<PAGE>

(2) Trans National Communications vs. Auxer Telecom Inc. dba Auxer
Group-Superior Court of New Jersey Law Division, Passaic County - Docket No.
L793-02. On April 17, 2002, a judgment in the amount of $339,381.84 was obtained
against the defendants. The plaintiff, Trans National Communications attached
Auxer's bank account even though the responsible party was Auxer Telecom.
Auxer's litigation counsel successfully separated the defendants in this case
and the judgment is now only against Auxer Telecom Inc., Auxer's inactive
subsidiary. Auxer does not intend to contest the judgment against Auxer Telecom
Inc. since it was dissolved by proclamation on March 18, 2002.

(3) International Access dba Access International, Inc. v. CT Industries, Inc.
-Los Angeles Superior Court, Central District - Case No. BC 282393, filed on
September 30, 2002. International Access ("IA") claims that CT Industries, Inc.,
Auxer's subsidiary, entered into an agreement (Switch Port Lease and Service
Agreement) with IA whereby IA would provide one year of telecommunications
services to CT Industries. IA claims it provided the services and was not paid
because checks from CT Industries were returned for insufficient funds. IA is
requesting payment of $76,095.34 plus 10% interest per annum from March 13,
2002. Auxer does not intend to respond to this lawsuit and will allow a judgment
to be entered against CT Industries, its inactive subsidiary.

(4) Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law
Division, Passaic County; Docket No. L-4245-02. Filed August 14, 2002. Mahure,
LLC, was Auxer's landlord for the premises known as 12 Andrews Drive, West
Patterson, New Jersey, Auxer's former business address. It is suing Auxer for
failure to pay base rent of $7,083.33 from October 2001 through August 2002,
plus 50% of real estate taxes, insurance premiums and other fixed charges
contained in Auxer's lease. Mahure, LLC is requesting $58,465.49 attorney's
fees, cost of suit and interest. The Company did not contest this matter and
accordingly, as judgment has been entered against it for approximately $98,000.

(5) Colbie Pacific Capital - On April 24, 2002, Auxer entered into a
Modification and Restructuring Agreement with Colbie Pacific Capital. The
agreement required Auxer to make a $350,000 payment to Colbie by September 28,
2002. Auxer failed to make such payment and the sum of $450,000 plus accrued
interest is now due to Colbie. On October 8, 2002, Auxer received a settlement
offer from Colbie's attorney whereby Colbie agreed to allow the Company to sell
certain assets and make the required payment. Viva is trying to sell such
assets, specifically telecommunications switching equipment. However, the assets
have limited value and application and the likelihood of sale appears to be
unlikely. Accordingly, the Company hopes to negotiate a settlement for less than
the recorded amount of the liability.

(6) Abel Estrada vs. CT Industries, Inc. - Labor Commissioner, State of
California - State Case Number 06-67045 JAH - Hearing Date: November 20, 2002 in
Los Angeles, California. Abel Estrada, a former employee of Auxer's subsidiary,
CT Industries, Inc., filed a claim against CT in the amount of $10,376.08 with
the Labor Commissioner, State of California, for the following claims: unpaid
wages - $1,068; unpaid commissions - $8,000; unpaid vacation time - $861.33;
unpaid expenses $43.75; and unauthorized deduction from wages - $403.00. CT
Industries did not appear at the hearing and contest this matter.

(7) Environmental Materials Corporation vs. Harvey Westbury Corp., The Auxer
Group, Inc., Ronald Shaver, Ryan Shaver, et al. - On March 7, 2003 Environmental
Filed an action in the Superior Court of New Jersey for Ocean County, Docket No.
717-03, demanding payment for sums allegedly due to it from companies under the
control of Ronald and Ryan Shaver (the "Shavers") and Harvey and the Company.
Subsequent discovery revealed that Harvey owed a maximum of about $5,500 to
Environmental. Harvey and the Company have cross claimed against the Shavers and
the Shavers have cross claimed against the Company seeking damages with respect
to their employment contracts totaling several hundreds of thousands of dollars.
Recent investigation has led to a motion brought by the Company seeking to amend
its Cross Claims to included charges related to a failed attempt to take over
the Company and a new third-party claim against former counsel to the Company,
Richard Anslow, Esq. for assisting the Shavers in these efforts while still
purporting to represent the Company. The Company believes it has meritorious
defenses against the claims of the Shavers and intends to vigorously defend the
action. Trial is presently scheduled for June 7, 2004.

                                       15
<PAGE>

(8) Paul R. Lydiate - Labor Claim in California against Auxer Telecom Inc. for
$20,192. Auxer did not appear at the hearing on May 6, 2002. Auxer Telecom Inc.
was dissolved on March 18, 2002.

Other than as stated above, we are not currently aware of any other pending,
past or present litigation that would be considered to have a material effect.
There are no known bankruptcy or receivership issues outstanding and we have no
known securities law violations. Additionally, we have no known legal
proceedings in which certain corporate insiders or affiliates of us are in a
position that is adverse to us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of April 15, 2003, we had 430 shareholders of record. However, based on
information received from brokers and others in fiduciary capacities, we
estimate that the total number of shareholders of our common stock exceeds
1,000. Our shares of common stock are currently traded on the OTC Electronic
Bulletin Board under the symbol "AXGI".

The reported high and low bid prices for our common stock are shown below for
each quarter during the last two complete fiscal years. The high and low bid
price for the periods in 2003 and 2002 shown below are quotations from the OTC
BB. The quotations reflect inter-dealer prices and do not include retail
mark-ups, mark-downs or commissions. The prices do not necessarily reflect
actual transactions but they have been adjusted for the Company's 1 for 800
split.


Period                HIGH BID             LOW BID
-------               --------             -------
2003

First Quarter           4.16                 3.44
Second Quarter          1.60                 1.25
Third Quarter           0.45                 0.35
Fourth Quarter          0.58                 0.35

2002

First Quarter           4.64                 3.36
Second Quarter         16.00                 5.68
Third Quarter           5.52                 2.08
Fourth Quarter         13.60                 4.08

DIVIDENDS

We intend to retain future earnings to support our growth. Any payment of cash
dividends in the future will be dependent upon: the amount of funds legally
available therefore; our earnings; financial condition; capital requirements;
and other factors which our Board of Directors deems relevant.

                                      II-1
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the consolidated
financial statements and notes. In addition to historical information, this
discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions, which could cause actual results to differ
materially from Management's expectations. Factors that could cause differences
include, but are not limited to, continued reliance on external sources on
financing, expected market demand for the Company's airline services, if
commenced, fluctuations in pricing for airline services of the Company and
similar services offered by competitors, as well as general conditions of the
airlines' marketplace.

As of today, the Auxer Group is a holding company that consists of one
subsidiary, Viva Airlines, Inc.

Results of Operations for the Three Months Ended December 31, 2003 and 2002.

Viva International, Inc. had sales of $0 for the quarter ended December 31, 2003
as compared to sales of $138,518 for the quarter ended December 31, 2002. The
decrease is attributable to the spin off of Harvey Westbury, Inc. that was
Viva's only operating subsidiary at the time of spin off and further, that Viva
Airlines, Inc. has not yet completed its development to enable it to produce
revenues.

Viva International, Inc. had net losses of $1,922,478 for the quarter ended
December 31, 2003 as compared to net losses of $112,651 for the quarter ended
December 31, 2002. The increase in net losses in the current year was primarily
attributed to an adjustment for impairment of asset of $1,705,968 as compared to
$299,159 for the prior year.

Viva International, Inc. had general administrative expenses of $264,698 for the
quarter ended December 31, 2003 as compared to general administrative expenses
of $21,567 for the quarter ended December 31, 2002. The increase in these
expenses was attributed to the continued development of the Company's airline
subsidiary, Viva Airlines, Inc.

Viva International, Inc. had interest expenses of $20,412 for the quarter ended
December 31, 2003 as compared to $53,437 for the quarter ended December 31,
2002. The decrease in these expenses is attributable to a reduction of
obligations subject to interest as a result of the conversion to common stock
exercise provisions of existing agreements.

Results of Operations for the Twelve Months Ended December 31, 2003 and 2002

Viva International, Inc. had sales of $0 for the twelve-month period ended
December 31, 2003 as compared to sales of $1,418,199 for the twelve-month period
ended December 31, 2002. The decrease in sales is attributable to the spin-off
of Harvey Westbury, Inc. that was the Company's only operating subsidiary and
the continued development of Viva Airlines, Inc. that has not yet resulted in
the commencement of operations.

Viva International, Inc. had net losses of $3,486,935 for the twelve-month
period ended December 31, 2003 as compared to net losses of $1,151,489 for the
twelve-month period ended December 31, 2002. The increase in net losses is
primarily attributable to the spin-off of Harvey Westbury, Inc. that was the
Company's only operating subsidiary and the continued development of Viva
Airlines, Inc. that has not yet resulted in the commencement of operations
combined with the recognition of an impairment of assets of $1,705,968.

Viva International, Inc. had general administrative expenses of $1,155,546 for
the twelve-month period ended December 31, 2003 as compared to general
administrative expenses of $859,761 for the twelve-month period ended December
31, 2002. The increase in these expenses is attributable to the Company's
concentration of the development of its airline project through its subsidiary
Viva Airlines, Inc.

Viva International, Inc. had interest expenses of $604,798 for the twelve-month
period ended December 31, 2003 as compared to $156,801 for the twelve-month
period ended December 31, 2002. The increase in these expenses is due to the pay
off of obligations having conversion to common stock privileges at a discount to
market thereby resulting in recognition of significant additional interest
expenses as well as the Company's continued borrowings from shareholders to
provide working capital during its development of the airline project through
Viva Airlines, Inc.

                                      II-2

<PAGE>
Sources of Liquidity

Our principle source of funding the three-month period ending December 31, 2003
was from loans from shareholders that are being provided for working capital
purposes during the development of the airline project through Viva Airlines,
Inc., our wholly owned subsidiary. At December 31, 2003, Viva Airlines, Inc. is
the Company's only active subsidiary and remains in a stage of development. At
December 31, 2003, the Company had notes payable to shareholders of $593,698 and
other notes payable of $535,543. We did not sell or issue any common stock to
provide for services rendered, consulting requirements and operation or
investment activities during the quarter ended December 31, 2003.

In comparison, for the quarter ended December 31, 2002, we paid for operations
through substantial loan contributions by the President & CEO. The Company had
notes payable to shareholders of $174,528, other notes payable of $608,925, and
notes payable convertible debt of $346,841 as of December 31, 2002. The Company
also had a loan outstanding against inventory of $23,882 under a security
agreement with Quantum Corporate Funding Ltd. Guarantees for the repayment of
the loans were provided. We did not sell or issue any common stock for services
rendered, consulting requirements, and operation or investment activities during
the quarter ended December 31, 2002.

Update and discussion of announcements made during 2002

On January 3, 2002, The Auxer Group announced restructuring to accommodate
future acquisition opportunities. The restructuring is to take place during the
first quarter. Management has agreed to defer compensation for Mr. Chiaramonte,
CEO. This restructuring phase has continued through the third quarter of 2002.
To date, Management's restructuring efforts have resulted in a cumulative
reduction of general & administrative expenses in excess of $1,765,000.
Additionally, the company has relocated its administrative and operational
facilities in a continuing effort to reduce current expenses.

On January 11, 2002, CT Industries introduced its new website,
www.ctiprepaid.com. This site is an informational site on CT Industries'
products. Auxer also plans to introduce new sites for its investor and
distributor companies as well. As of November 15, 2002, no new sites have been
introduced.

On March 15, 2002, the Board of Directors approved the dissolution of Auxer
Telecom and consolidation of the telecom assets into CT Industries. Auxer
Telecom was dissolved on March 18, 2002. Management's plan was for CT Industries
to continue to distribute prepaid phone cards. Due to Auxer's inability to raise
additional external financing CT Industries has been unable to continue to
remain current on their terms with its carriers and has resulted in the loss of
its carriers which caused a termination of service. As of November of 2002, the
Telecommunications subsidiaries are inactive.

On April 15, 2002, Auxer announced its initial phase of restructuring neared
completion. The company announced a reduction in loss due to restructuring. The
reduction in losses and reduction in general administrative expenses continued
during the three month period ended June 30, 2002 as well as the three month
period ended September 30, 2002. As of the three month period ended December 31,
2002 the company completed it's restructuring plans.

On May 2, 2002, Auxer announced it has entered into an agreement with certain
debenture holders to settle its convertible debentures for $1 Million. Under the
terms of the agreement, 115,000 shares of common stock which were registered
under Form SB2 were issued and placed in escrow and a lock up arrangement. Upon
the debenture holders receiving the settlement payment, through a third
party,the registration and debenture agreements are to be retired. As of the
three month period ended September 30, 2002, the debenture holders have not
received adequate funds from the third party to retire their debenture.
Furthermore, the agreement has been terminated for lack of funding and is now in
negotiations for future settlement.

On May 7, 2002, Auxer announced that the Board of Directors is focusing its
corporate resources on sourcing acquisition candidates in the telecommunications
and technology industry sectors. Management has since identified candidates to
invest in and/or acquire within the Transportation Industry.

                                      II-3

<PAGE>

On May 21, 2002, Auxer announced an increase in revenues and a reduction of
expenses due to its restructuring initiatives. While the company's revenues have
decreased; the company expenses continued to decrease in the three months ended
September 30, 2002. As of the three months ended December 31, 2002, the
company's comparative interest expenses from 2001 have increased due to high
rate interest loans acquired to fund continuing operations and purchase
inventory. However, overall expenditures have comparatively decreased from 2001.

On June 20, 2002, Auxer announced sales for products sold by its automotive
group increased compared to last year for the three month period ended March 31,
2002 and March 31, 2001, respectively. Sales in the forth quarter ended December
31, 2002 has decreased compared to sales in the fourth quarter ended December
31,2001. These results are primarily a result of the operating subsidiaries
inability to purchase adequate inventory to grow and/or maintain sales of the
telecommunications and automotive products.

On July 3, 2002, Auxer announced Harvey Westbury completed an agreement to
produce, manufacture and distribute a line of motor vehicle filters. The company
plans to introduce this line at the 2002 AAPEX Show in Las Vegas. As of the
third quarter ending September 30, 2002, Auxer has been successful in commencing
its launch of their new DiamondTM Oil & Air filter lines. However, the new
product lines were not introduced at the 2002 AAPEX Show due to financial
restrictions from the restructuring initiated in January 2002.

On September 12, 2002, Auxer announced that it launched a search for an interim
CEO to focus on the company's acquisition strategy. As of November 15, 2002, the
company has reviewed several acquisition candidates, but has not made any final
decisions regarding the position. Subsequent events to the three month period
ended December 31, 2002, the company completed a merger transaction, which
included the replacement of the current CEO in office.

On December 2, 2002, Auxer announced that is signed a letter of intent to
acquire Viva Airlines based in San Juan, Puerto Rico. Subsequent events to the
period ended December 31, 2002 show that this transaction was completed in
January 2003.

On December 12, 2002, Auxer announced that the merger transaction with Viva
Airlines was approaching finalization and to report that Viva had entered into a
$500,000 advertising promotion. Subsequent events to the period ended December
31, 2002 show that this transaction was completed in January 2003.

On December 17, 2002, Auxer announced that its merger candidate, Viva Airlines
was planning to change its name to Viva International, Inc. The name change was
completed as of June 30, 2003.

On December 19, 2002, Auxer announced current events occurring with its merger
candidate Viva Airlines. Subsequent events to the fourth quarter ending December
31, 2002, we entered into a stock exchange agreement and plan of reorganization
with Viva Airlines in January 2003.


                                      II-4

<PAGE>


ITEM 7. FINANCIAL STATEMENTS

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)

                                  CONSOLIDATED
                              FINANCIAL STATEMENTS

                                December 31, 2003





                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)



                                     INDEX


<TABLE>
<CAPTION>

                                                                                        PAGE

<S>                                                                                        <C>
       INDEPENDENT AUDITORS' REPORT                                                       F2

       CONSOLIDATED BALANCE SHEETS                                                        F3

       CONSOLIDATED STATEMENTS OF OPERATIONS                                              F4

       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY                      F5-F6

       CONSOLIDATED STATEMENTS OF CASH FLOWS                                              F7

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                    F8-F21
</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Viva International, Inc.
(Formerly The Auxer Group, Inc.)

We have audited the accompanying consolidated balance sheets of Viva
International, Inc. as of December 31, 2003 and December 31, 2002 and the
related statements of operations, changes in stockholders' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Viva International, Inc. at
December 31, 2003 and December 31, 2002 and the results of its' operations and
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Viva
International, Inc. will continue as a going concern. As more fully described in
Note 2, the Company has incurred operating losses since inception and requires
additional capital to continue operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans regarding these matters are described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


/s/ Kempisty & Company CPAs, P.C.

Kempisty & Company
Certified Public Accountants PC
New York, New York
April 5, 2004




                                       F2

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>


                                                                                         December 31,            December 31,
                                                                                            2003                    2002
                                                                                            ----                    ----
                          ASSETS
Current Assets
<S>                                                                                 <C>                     <C>
     Cash                                                                           $                 -     $            10,222
     Accounts receivable, net                                                                         -                  15,077
     Inventory                                                                                        -                 158,447
     Employer advance                                                                            81,468                       -
     Prepaid expenses                                                                                 -                  55,087
                                                                                      ------------------      ------------------
          Total Current Assets                                                                   81,468                 238,833

Property plant and equipment, net of accumulated depreciation                                         -                  20,397
Security deposit                                                                                 68,000                   5,132
Goodwill                                                                                      4,500,000                       -
                                                                                      ------------------      ------------------
          Total Assets                                                              $         4,649,468     $           264,362
                                                                                      ==================      ==================

              LIABILITIES AND CAPITAL
Current Liabilities
     Accounts payable and accrued expenses                                          $         1,278,209     $           673,517
     Credit line                                                                                 24,728                 120,731
     Taxes payable                                                                               97,816                 129,240
     Notes payable                                                                              535,543                 908,838
     Notes payable-shareholders                                                                 593,698                 174,528
                                                                                      ------------------      ------------------
          Total Current Liabilities                                                           2,529,994               2,006,854

Long term debt, less current maturities                                                               -                   2,682
Common stock subject to rescission                                                               61,250                  61,250

Commitments and contingencies

Stockholders' Equity (Deficit)
  Common stock, 1,000,000,000 shares authorized at $.001
    par value; issued and outstanding 5,965,144 at December
    31, 2003 and 446,278 at December 31, 2002                                                     5,965                     446
  Preferred stock 25,000,000 shares authorized at
    $.001 par value; 3,510,280 shares outstanding at
    December 31, 2003 and 1,500,000 at December 31, 2002                                          3,510                   1,500
Additional paid-in capital                                                                   16,584,345              10,770,766
Accumulated deficit                                                                         (14,535,596)            (12,579,136)
                                                                                      ------------------      ------------------
          Stockholders' Equity (Deficit)                                                      2,058,224              (1,806,424)
                                                                                      ------------------      ------------------
          Total Liabilities and Capital                                             $         4,649,468     $           264,362
                                                                                      ==================      ==================
</TABLE>


                        See Notes to Financial Statements
                                       F3

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                      For the Year Ended
                                                                                        December 31,
                                                                                            2003                    2002
                                                                                            ----                    ----

<S>                                                                                 <C>                     <C>
Sales revenues                                                                      $                 -     $         1,418,199

Cost of sales                                                                                         -               1,123,761
                                                                                      ------------------      ------------------

Gross profit (loss)                                                                                   -                 294,438

General and administrative expenses                                                           1,155,546                 859,761
Impairment of asset                                                                           1,705,968                 299,159
Depreciation and amortization                                                                         -                 130,206
Interest expense                                                                                604,798                 156,801
                                                                                      ------------------      ------------------
                                                                                              3,466,312               1,445,927

    Loss from operations                                                                     (3,466,312)             (1,151,489)

Other income and expenses
    Gain (loss) on sale of assets                                                               (23,873)                      -
    Interest income                                                                               3,250                       -
                                                                                      ------------------      ------------------

Net loss                                                                            $        (3,486,935)    $        (1,151,489)
                                                                                      ==================      ==================

Net loss per common share                                                           $             (1.05)    $             (4.40)
                                                                                      ==================      ==================

Weighted average shares outstanding                                                           3,310,737                 261,937
                                                                                      ==================      ==================
</TABLE>


                       See Notes to Financial Statements.
                                       F4
<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT)

<TABLE>
<CAPTION>

                                       Common Stock             Preferred Stock        Capital in
                                     ($0.001 par value)        ($0.001 par value)      Excess of
                                    Shares        Amount      Shares       Amount       Par Value        Deficit          Total
                                    ------        ------      ------       ------       ---------        -------          -----

<S>                                <C>      <C>              <C>         <C>            <C>            <C>            <C>
Balance January 1, 2002            172,646  $        173     2,750,000   $      2,750   $  9,723,365   $(11,427,647)  $ (1,701,359)

Common stock issued for
     services                          375            --            --             --          7,500             --          7,500

Conversion of preferred stock       15,625            16    (1,250,000)        (1,250)         1,234             --             --

Common stock issued for
     conversion of notes            86,250            86            --             --        162,065             --        162,151

Common stock issued for
     lock up agreement              20,400            20            --             --         38,352             --         38,372

Common stock issued for
     conversion of notes           127,515           128            --             --        346,714             --        346,842
     interest                       23,467            23            --             --         63,806             --         63,829

Cancellation of stock option
     plan                               --            --            --             --        (20,000)            --        (20,000)

Net adjustment for common
     stock subject to recission
     rights                             --            --            --             --        447,750             --        447,750

Loss for year ended
    December 31, 2002                   --            --            --             --             --     (1,151,489)    (1,151,489)
                                ----------  ------------  ------------   ------------   ------------   ------------   ------------

Balance December 31, 2002          446,278  $        446     1,500,000   $      1,500   $ 10,770,786   $(12,579,136)  $ (1,806,404)
                                ==========  ============  ============   ============   ============   ============   ============

</TABLE>


                       See Notes to Financial Statements.
                                       F5

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
       CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY(DEFICIT)

<TABLE>
<CAPTION>

                                       Common Stock                    Preferred Stock         Capital in
                                    ($0.001 par value)               ($0.001 par value)        Excess of
                                   Shares       Amount               Shares        Amount      Par Value      Deficit        Total
                                   ------       ------               ------        ------      ---------      -------        -----
<S>                                  <C>        <C>              <C>        <C>           <C>           <C>           <C>
Balance January 1, 2003                446,278  $        446     1,500,000  $      1,500  $ 10,770,766  $(12,579,136) $ (1,806,424)

Common stock issued for
  exchange agreement                   307,500           308            --            --     6,149,692            --     6,150,000

Common stock issued for
  conversion of notes                   43,355            43            --            --        86,667            --        86,710

Common stock issued for
  interest on notes                     35,564            35            --            --        71,091            --        71,126

Common stock issued for
  compensation                           2,500             3            --            --         9,997            --        10,000

Common stock issued for
  legal services                         3,750             4            --            --        29,996            --        30,000

Stock dividend - 20% of Harvey
  Westbury                                                --            --            --       (11,032)           --       (11,032)

For reorganization upon sale
  of Harvey Westbury                        --            --            --            --    (1,318,165)    1,529,775       211,610

Common stock issued for
  conversion of notes                   41,689            42            --            --        86,667            --        86,709

Common stock issued for
  interest on notes                         38            --            --            --            78            --            78

Common stock issued for
  conversion of notes                   82,416            82            --            --       173,340            --       173,422

Common stock issued for
  interest on notes                        123            --            --            --           260            --           260

Common stock issued for
  settlement of interest on notes      106,250           106            --            --       526,894            --       527,000

Preferred stock issued for
  deposit on airline                        --            --    15,000,000        15,000        93,000            --       108,000

Reduction of preferred stock
  for deposit                                                  (12,500,000)      (12,500)      (80,500)                    (93,000)

Common stock issued for
  conversion of preferred stock      4,000,000         4,000      (400,000)         (400)       (3,600)           --            --

Common stock issued for
  conversion of preferred stock        895,681           896       (89,720)          (90)         (806)           --            --

Loss for year ended
    December 31, 2003                       --            --            --            --            --    (3,486,235)   (3,486,235)
                                  ------------  ------------  ------------  ------------  ------------  ------------  ------------

Balance December 31, 2003            5,965,144  $      5,965     3,510,280  $      3,510  $ 16,584,345  $(14,535,596) $  2,058,224
                                  ============  ============  ============  ============  ============  ============  ============


</TABLE>

                       See Notes to Financial Statements.
                                       F6


<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                           For the Year Ended December 31,
                                                                                            2003                    2002
                                                                                            ----                    ----
Operating Activities
--------------------
<S>                                                                                 <C>                     <C>
   Net loss from continuing operations                                              $        (3,486,235)    $        (1,151,489)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Depreciation and amortization                                                                      -                 130,206
   Common stock issued for services                                                                   -                   7,500
   Convertible loan interest                                                                    584,386                  63,829
   Impairment of assets                                                                       1,705,968                 299,159
   Other                                                                                              -                 (20,000)
   Debt adjustment                                                                                    -                 (80,000)
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                                    15,077                 151,386
   (Increase) decrease in inventory                                                             158,447                 321,481
   (Increase) decrease in prepaid expenses                                                       55,087                 (55,087)
   (Increase) decrease in other receivables                                                           -                 183,900
   Increase (decrease) in accounts payable and accrued expenses                                 535,788                 128,682
   Increase (decrease) in taxes payable                                                               -                 127,104
   Increase (decrease) in deferred sales                                                              -                (373,174)
                                                                                      ------------------      ------------------
   Net cash (used) by operating activities                                                     (431,482)               (266,503)

Investing Activities
--------------------
   Sale and spin off of business, net                                                           (42,991)                      -
   Security deposit                                                                             (62,868)                      -
                                                                                      ------------------      ------------------
   Net cash (used) by investing activities                                                     (105,859)                      -

Financing Activities
--------------------
   Borrowings/payment under line of credit                                                            -                 120,731
   Payment of bank loan                                                                             (41)                      -
   Short-term borrowings                                                                              -                  66,904
   Payments on short and long-term debt                                                        (131,474)                      -
   Shareholder loan payable                                                                     623,005                  61,474
   Colbie loan adjustment                                                                        35,629                       -
                                                                                      ------------------      ------------------
   Net cash provided by financing activities                                                    527,119                 249,109
                                                                                      ------------------      ------------------
   (Decrease) in cash                                                                           (10,222)                (17,394)
   Cash at beginning of period                                                                   10,222                  27,616
                                                                                      ------------------      ------------------
   Cash at end of period                                                            $                 -     $            10,222
                                                                                      ==================      ==================

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest                                                                       $                 -     $                 -
                                                                                      ==================      ==================
    Income taxes (benefits)                                                         $                 -     $                 -
                                                                                      ==================      ==================
</TABLE>

                       See Notes to Financial Statements.
                                       F7

<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 1 -  ORGANIZATION AND OPERATIONS

          Viva   International,   Inc.  is   comprised   of  its  wholly   owned
          subsidiaries: Viva Airlines, Inc., the Harvey Westbury Corporation (to
          the  date  it  was  spun  off),  Hardyston   Distributors,   Inc.,  CT
          Industries,  and Universal  Filtration  Industries,  and its 49% owned
          Viva Air Dominicana S.A. collectively ("the Company").

          During  June  2003,   The  Auxer  Group  changed  it's  name  to  Viva
          International, Inc.

          Viva International, Inc. was formed on June 20, 1920 under the laws of
          the  State  of Idaho  as The  Auxer  Gold  Mines.  On May 2,  1995 the
          certificate  of  incorporation  was  amended to change the name of the
          Company to Auxer Industries, Inc.

          On August 11, 1997 the Company  incorporated  in the State of Delaware
          under  the  name  The  Auxer  Group,   Inc.  In  September   1997  the
          shareholders of the company voted to exchange their shares on a one to
          one basis for shares in the new company,  The Auxer Group,  Inc. which
          became effective January 1, 1998.

          On April 18, 1995, the Company acquired CT Industries,  Inc. ("CT"), a
          New Jersey  corporation  based in West Paterson,  New Jersey,  CT is a
          distributor  of  various  automotive  products.   This  subsidiary  is
          currently inactive.

          On  February  8,  1996,  the  Company  acquired  Universal  Filtration
          Industries,  Inc.  ("Universal  Filtration")  a New York  corporation.
          Based in West Paterson, New Jersey, Universal Filtration has developed
          the "Fiona Micro Screen Filter", a replacement  upgrade to a component
          of machinery  used by the dry cleaning  industry.  This  subsidiary is
          currently inactive.

          On October  25,  1996,  the Company  acquired  Harvey  Westbury  Corp.
          ("Harvey Westbury"),  a New York corporation.  Based in West Paterson,
          New  Jersey,  Harvey  Westbury is a  manufacturer  and  wholesaler  of
          various automotive, marine and aviation products.

          On April 22, 1999, the Company formed  Hardyston  Distributors,  Inc.,
          d/b/a The Mechanics Depot, a Nevada corporation. Based in northern New
          Jersey,  Hardyston  Distributors is an automotive  parts  distributor.
          This subsidiary is currently inactive.

          On August 7, 2000,  the Company  formed Auxer Telecom Inc., a Delaware
          corporation.  Auxer Telecom is a reseller of telecommunications access
          services  with  operations  based in Los Angeles,  CA. During 2001 the
          Company  closed  Auxer  Telecom,  Inc. and  transferred  its assets to
          Auxer, Inc., the parent company.


                                       F8

<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 1  - ORGANIZATION AND OPERATIONS (continued)

          On August 7,  2000,  the  Company  formed  Clifton  Telecard  Inc.,  a
          Delaware corporation.  Based in Northern New Jersey,  Clifton Telecard
          is a wholesale distributor of prepaid phone cards. On May 16, 2001 the
          Company sold Clifton Telecard Inc.

          On January 8, 2003 the Company  entered  into an agreement to exchange
          307,500  shares of the  Company's  common stock for 100%  ownership of
          VIVA International,  Inc., a Puerto Rico Corporation. In addition, the
          Company will issue 175 shares of common  stock  (valued at $4,480) and
          grant 825 shares of common stock at $80 per share to certain employees
          of VIVA Airlines,  Inc. VIVA  Airlines,  Inc. had no assets and held a
          letter of intent to acquire 49% of Queen Air and/or  Aeronaves  Queen,
          SA (a Dominican Republic air carrier) for $600,000 U.S.

          During the second  quarter of 2003,  the Company  announced  that its'
          wholly  owned  subsidiary,  VIVA  Airlines,  Inc.  has  completed  the
          acquisition  of 49% of Queen Air,  Aeronaves  Queen S.A.  pending  the
          delivery of a promissory note for $1,000,000. During the third quarter
          the Company terminated the acquisition agreement.

          On January 8, 2003, the Company sold 80% of Harvey  Westbury Corp to a
          former  officer of the  Company for  $44,127  and the  forgiveness  of
          $110,401 of monies owed by the  Company to him.  The Company  approved
          the  forgiveness of $1,206,625 of loans made to Harvey  Westbury Corp.
          The Company then  approved the spin-off of the  remaining 20% interest
          in Harvey  Westbury Corp. to the Company's  shareholders  of record on
          January 9, 2003.

          The Viva Airlines, Inc. subsidiary is a development stage company that
          will provide passenger and cargo services to various destinations from
          its commercial hub in Santo Domingo,  Dominican  Republic through Viva
          Air Dominicana S.A.



Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Financial Statement Presentation

          The  accompanying  financial  statements have been prepared on a going
          concern basis,  which  contemplates  the realization of assets and the
          satisfaction  of  liabilities  in the normal  course of business.  The
          Company  incurred net losses of $14,535,596  for the period from April
          18,  1995 to  December  31,  2003.  These  factors  indicate  that the
          Company's  continuation  as a going  concern  is  dependent  upon  its
          ability to obtain adequate financing.


                                       F9

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 2-   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          The Company will require  substantial  additional funds to finance its
          business  activities  on an ongoing  basis and will have a  continuing
          long-term need to obtain  additional  financing.  The Company's future
          capital  requirements will depend on numerous factors  including,  but
          not limited to, continued  progress  developing its airline  business.
          The Company plans to continue to engage in ongoing financing efforts.

          The consolidated financial statements presented consist of the Company
          and its wholly owned  subsidiaries Viva Airlines,  Inc., CT, Universal
          Filtration,   Harvey   Westbury   (to  January  8,  2003),   Hardyston
          Distributors  Inc. and its 49% owned Viva Air Dominicana  S.A., all of
          which are under common control.  Material  inter-company  transactions
          and balances have been eliminated in consolidation.

          Earnings (Loss) per share

          Basic earnings (loss) per share is based on the weighted effect of all
          common  shares issued and  outstanding,  and is calculated by dividing
          net  income by the  weighted  average  shares  outstanding  during the
          period.  Diluted  earnings  (loss) per share is calculated by dividing
          net income by the weighted average number of common shares used in the
          basic earnings per share  calculation plus the number of common shares
          that would be issued assuming  conversion of all potentially  dilutive
          common shares  outstanding.  Dilutive earnings (loss) per share is not
          presented since diluted securities have an anti-dilutive effect.

          Receivables

          Allowances  against  receivables are calculated equal to the estimated
          collection   losses  that  will  be  incurred  in  collection  of  all
          receivables  and a reserve  for returns  and  discounts  traditionally
          taken.   Estimated  allowances  are  based  on  historical  collection
          experience coupled with a review of the current status of the existing
          receivables,  and  amounted to $0 at December  31, 2003 and $34,744 at
          December 31, 2002.


                                      F10

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Property and Equipment

          Property and  equipment is recorded at cost and is  depreciated  under
          the  straight-line  method  over  the  estimated  useful  lives of the
          related assets.  Expenditures  for major renewals and betterments that
          extend the useful lives of property  and  equipment  are  capitalized.
          Expenditures  for  maintenance  and  repairs are charged to expense as
          incurred.  During the year 2002,  machinery and equipment was impaired
          and written down by $299,159.

<TABLE>
<CAPTION>
                                                                        December 31,            December 31,
          Equipment and leasehold consists of the following:                  2003                    2002
                                                                              ----                    ----
<S>                                                                   <C>                     <C>
          Vehicles                                                    $                 -     $            10,789
          Machinery and equipment                                                       -                 348,121
          Furniture and fixtures                                                        -                  12,164
          Leasehold improvements                                                        -                       -
                                                                        ------------------      ------------------
                                                                                        -                 371,074
          Less: Accumulated depreciation and amortization                               -                (350,677)
                                                                        ------------------      ------------------
                                                                      $                 -     $            20,397
                                                                        ==================      ==================
</TABLE>

          Revenue Recognition

          The Company acts as principal in its revenue generating  transactions,
          takes title to its  products,  and has risks and rewards of ownership.
          The Company recognizes  revenues as earned.  Amounts billed in advance
          of the period in which service is rendered are recorded as a liability
          under "deferred  revenue." The Company's revenue recognition policy is
          the same for each product and subsidiary.

          Research and Development Expenses

          Research  and  development   costs  are  charged  to  operations  when
          incurred.

          Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the reporting period. Accordingly,  actual results
          could differ from those estimates.


                                      F11

<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Impairment of Long-Lived Assets

          In the event that facts and  circumstances  indicate that the carrying
          value of long lived assets,  including  associated  intangibles may be
          impaired,  an evaluation of  recoverability  is performed by comparing
          the estimated future undiscounted cash flows associated with the asset
          to the assets  carrying  amount to determine if a write down to market
          value or discounted cash flows is required.

          Recent Accounting Pronouncements

          In December 2003, the financial  Accounting  Standards  Board issued a
          revised  Interpretation  No. 46,  Consolidation  of Variable  Interest
          Entities.  The interpretation  clarifies the application of Accounting
          Research  Bulletin  No.  51,  Consolidated  Financial  Statements,  to
          certain types of entities. The Company does not expect the adoption of
          this  interpretation  to  have a  material  impact  on  its  financial
          statements.

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation
          of Variable  Interest  Entities,  an  Interpretation  of ARB No. 51, "
          which  requires  all  variable   interest   entities  ("VIEs")  to  be
          consolidated by the primary  beneficiary.  The primary  beneficiary is
          the entity that holds the majority of the beneficial  interests in the
          VIE. In addition, the interpretation  expands disclosure  requirements
          for both variable  interest  entities that are consolidated as well as
          VIEs from which the entity is the  holder of a  significant  amount of
          the  beneficial  interests,  but  not  the  majority.  The  disclosure
          requirements  of this  interpretation  are effective for all financial
          statements   issued  after   January  31,  2003.   The   consolidation
          requirements  of this  interpretation  are  effective  for all periods
          beginning  after June 15,  2003.  The  Company  does not  expect  this
          interpretation to have a material impact on its consolidated financial
          position or results of operations.

Note 3 -  ACQUISITIONS

          Acquisition of Telecommunications Switch Operations

          On August 24, 2000 the Company acquired two  telecommunications  excel
          switching  platforms from Colbie Pacific Capital,  an unrelated party,
          in  exchange  for a note  payable  in the  amount of  $558,000  (which
          includes  imputed  interest  at 12% in the  amount  of  $48,660).  The
          Company placed these assets into its  wholly-owned  subsidiary,  Auxer
          Telecom Inc.,  which started  operations in December 2000. The note is
          currently  in  default.  During  2001 the  Company  closed  down Auxer
          Telecom,  Inc. and transferred  its assets to Auxer,  Inc. The Company
          has  determined the asset was impaired in 2002 and it was wriiten down
          by $299,159.


                                      F12

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003


Note 3 -  ACQUISITIONS (continued)

          Acquisition of Viva Air Dominicana S.A.

          On September 23 and 24, 2003, the Company announced that it has issued
          a letter of  commitment  to  acquire a 49%  interest  in Royal  Aruban
          Airlines  and  that  it  would  do so  via  its  subsidiary  Hardyston
          Distributors,  Inc.  The  Company  also  announced  a plan under which
          Hardyston  would be spun-off and that would  reward Viva  shareholders
          with 1 share of  Hardyston  for each 3 shares  of Viva  International,
          Inc. owned. The necessary  agreements to complete the acquisition were
          finalized on November 6, 2003. As of December 31, 2003, the continuing
          relationship   between  the  Company  and  Royal  Aruban  Airlines  is
          unlikely.  Royal Aruban's pre-existing  financial liabilities required
          it to seek a moratorium  from its  creditors  through the Aruban Court
          system.

          On October 15, 2003,  the Company  announced  that it would soon begin
          selling tickets and that it's holding,  Royal Aruban  Airlines,  would
          begin  operating  aircraft  on  December  1,  2003  on a code  sharing
          agreement  with Falcon Air Express of Miami.  As of December 31, 2003,
          ticket  sales have not yet begun and any flight  operations  involving
          the  Company  and  Royal  Aruban  Airlines,   have  been  indefinitely
          suspended.  The  Company's  relationship  with  Falcon Air Express has
          ceased.

          On November 6, 2003,  the Company  announced that it had completed its
          agreements   with  Royal  Aruban   Airlines  on  behalf  of  Hardyston
          Distributors,  Inc.,  its wholly  owned  subsidiary,  to acquire a 49%
          shareholder  interest.  It was  also  announced  that  Royal  Aruban's
          President  and CEO,  Eric  Hagens had agreed to  continue to serve the
          Company in those roles.  The Company also  announced that Royal Aruban
          Airlines had received final  authorization  from the Aruban Department
          of  Civil  Aviation  for  operations  from  Aruba  to Fort  Lauderdale
          utilizing equipment from Falcon Air Express of Miami.

          On November  19,  2003,  the Company  announced  that the Royal Aruban
          Airlines (RAA) Director of Maintenance had accepted the first aircraft
          that will be put into  regional  service  for RAA.  The  Company  also
          announced  that this  aircraft  would be put into  service on or about
          December 15, 2003.  As of December 31, 2003,  the aircraft was still a
          holding of RAA though regional flight operations had not yet begun.

Note 4 -  INVENTORY

          Inventory  consists of raw  materials,  work in process  and  finished
          goods and is valued at the lower of cost  determined  on the first-in,
          first-out method or market.

                                      F13
<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 5 -  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

          Accounts  payable and accrued  expenses  consist of the  following  at
          December 31, 2003 and December 31, 2002:
<TABLE>
<CAPTION>

                                                                                         2003                    2002
                                                                                         ----                    ----
<S>                                                                             <C>                     <C>
          Accounts payable trade                                                $           355,434     $           419,710
          Customer deposits                                                                  30,000                  30,000
          Accrued salaries                                                                  415,554                  11,641
          Credit card payable                                                                     -                  83,915
          Accrued expenses                                                                  349,161                 128,251
          Accrued interest                                                                  128,059                       -
                                                                                  ------------------      ------------------
                                                                                $         1,278,208     $           673,517
                                                                                  ==================      ==================

       Note 6-    CREDIT LINE
                                                                                         2003                    2002
                                                                                         ----                    ----
                  4.76% $25,000 PNC Bank loan, monthly payment $150             $            24,782     $            24,770
                  2% over prime $96,000, Fleet SBA loan, monthly payment                          -
                  2% of principal plus interest                                                   -                  95,961
                                                                                  ------------------      ------------------
                                                                                $            24,782     $           120,731
                                                                                  ==================      ==================
</TABLE>

          The SBA loan was spun off in January 2003.

Note 7 -  DEBT

          Security Agreement

          The  Company  has  entered  into a security  agreement  with  Merchant
          Financial   Corp.   ("Merchant")   to  borrow  money  secured  by  the
          receivables  evidenced  by  invoices  of  Harvey  Westbury  Corp.  and
          personal  guarantees by certain  officers.  Merchant agreed to lend an
          amount equal to 75% of the net value of all Harvey Westbury's accounts
          receivable  at an  interest  rate of prime  plus 5%. In July 2002 this
          agreement was  terminated  and the unpaid balance at December 31, 2002
          was $23,883. This liability was spun off in January 2003.


                                      F14


<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 7 -  DEBT (continued)

          Notes payable

          The following is a summary of long and short-term debt at December 31:
<TABLE>
<CAPTION>

                                                                                             2003                    2002
                                                                                             ----                    ----
<S>                                                                                 <C>                      <C>
          Notes payable to Merchant Financial Corp. (see above)                     $                  -     $            23,883

          Notes payable to Colbie Pacific Capital,  due August 1, 2001,  payable
          in 10 monthly  principal  and  interest  payments  of $10,000  and one
          principal and interest payment of $458,000,  secured by equipment. The
          note was reduced to $350,000 by Colbie if the Company paid the note by
          September  2002. The note is currently in default.  (The note has been
          reinstated until a settlement can be agreed upon.)                                     535,523                 535,523

          Note payable RICOH, 60 month lease, monthly payments of $172                                 -                   3,353

          8% convertible debenture due January 2006                                                    -                 346,842

          11.5% installment note,  collateralized by vehicle, payable in monthly
          installments of $188 with the final payment due May 2003                                     -                   1,919
                                                                                       ------------------      ------------------
                                                                                                 535,523                 911,520
          Less current maturities                                                               (535,523)               (908,838)
                                                                                       ------------------      ------------------
                       Long Term Debt                                               $                  -     $             2,682
                                                                                       ==================      ==================
</TABLE>












                                      F15
<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 7 -  DEBT (continued)

          Notes payable (continued)

          In January 2001, the Company refinanced its note payable to certain
          shareholders in the amount of $551,685 and borrowed an additional
          $360,000 as part of an issuance of 8% convertible debentures, due on
          January 16, 2006, totaling $911,685. The notes are convertible by the
          holders into shares of the Company's common stock at any time at a
          conversion price per share equal to sixty-five percent (65%) (the
          "Discount Multiplier") of the Market Price. The notes are redeemable
          at the option of the Company at 130% of the principle amount plus
          accrued interest. In December 2001 $18,838 of the principle amount of
          debentures was converted into the Company's common stock. In April
          2002, in May 2002 and in December 2002, $162,151, $38,352 and
          $346,842, respectively, of the principle amount of debenures was
          converted into 86,250, 20,400 and 127,515 shares of the Company's
          common stock respectively. In December 2002 $63,829 of interest was
          converted into 23,467 shares of the Company's common stock.

          Notes payable-Shareholders

          The Company  has  borrowed  $593,698  at 8% interest  rate from Fiesta
          Holding Company (a shareholder) during 2003. The note payable from the
          Company's  former  president  at December  31,  2002 of  $174,528  was
          included in the liabilities of Harvey Westbury that were spun off.

Note 8 -  INCOME TAXES

          The Company  provides for the tax effects of transactions  reported in
          the financial  statement.  The  provision,  if any,  consists of taxes
          currently due plus deferred  taxes  related  primarily to  differences
          between the basis of assets and  liabilities  for financial and income
          tax  reporting.  The  deferred  tax  assets and  liabilities,  if any,
          represent  the future tax return  consequences  of those  differences,
          which  will  either be  taxable  or  deductible  when the  assets  and
          liabilities  are  recovered or settled.  As of December 31, 2003,  the
          Company had no material current tax liability, deferred tax assets, or
          liabilities to impact on the Company's  financial position because the
          deferred tax asset related to the  Company's net operating  loss carry
          forward was fully offset by a valuation allowance.

          The  Company  has net  operating  loss carry  forwards  for income tax
          purposes of  approximately  $15,000,000  at  December  31,  2003,  and
          $12,000,000  at December  31,  2002.  These carry  forward  losses are
          available to offset future taxable income, if any, and expire starting
          in the year 2014.  The  Company's  utilization  of this carry  forward
          against  future  taxable  income  may  become  subject  to  an  annual
          limitation  due to a cumulative  change in ownership of the Company of
          more than 50 percent.






                                      F16

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 8 -  INCOME TAXES (continued)
<TABLE>
<CAPTION>
                                                                         December 31,
          Deferred tax asset:                                    2003                    2002
                                                                 ----                    ----
<S>                                                      <C>                     <C>
          Net operating loss carry forward               $         5,528,000     $         4,054,000
          Valuation allowance                                     (5,528,000)             (4,054,000)
                                                           ------------------      ------------------
          Net deferred tax assets                        $                 -     $                 -
                                                           ==================      ==================
</TABLE>

          The Company  recognized  no income tax benefit for the loss  generated
          for the periods through December 31, 2003.

          SFAS No. 109 requires that a valuation  allowance be provided if it is
          more likely than not that some  portion or all of a deferred tax asset
          will not be realized.  The Company's ability to realize the benefit of
          its deferred tax asset will depend on the generation of future taxable
          income.  Because the Company has yet to recognize  significant revenue
          from the  sale of its  products,  it  believes  that a full  valuation
          allowance should be provided.

Note 9 -  BUSINESS AND CREDIT CONCENTRATIONS

          The  amount  reported  in the  financial  statements  for cash,  trade
          accounts  receivable and investments  approximates  fair market value.
          Because the difference between cost and the lower of cost or market is
          immaterial,  no adjustment  has been  recognized and  investments  are
          recorded at cost.

          Financial  instruments that potentially  subject the company to credit
          risk consist principally of trade receivables. Collateral is generally
          not required.


Note 10 - COMMITMENTS AND CONTINGENCIES

          Leases

          The  Company's  president  provides  office space to the Company at no
          charge. Additionally, the Company rents office space at the airport in
          Fort  Lauderdale,  Florida.  This lease  expires in May of 2004.  Rent
          expense  for  2003  was  $24,000.  Remaining  committments  under  the
          operating lease are as follows:

          Year Ending December 31,
          ------------------------
                   2004                           $             9,700
                                                  ===================




                                      F17

<PAGE>



                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

Note 11 - REVERSE STOCK SPLIT

          On June 16, 2003 the Company effected a 1-for-800 reverse stock split.
          All  share  and per  share  information  included  in these  financial
          statements has been adjusted to reflect this reverse stock split.

Note 12 - STOCK OPTION PLAN

          The Company has a Stock Option Plan (the "Plan") under which  selected
          individuals may be granted options to purchase shares of the Company's
          authorized but unissued  common stock.  The maximum  numbers of shares
          available for issuance  under the Plan is twenty five million  shares.
          As of December  31, 2002 the maximum  number of shares  available  for
          future  grants under the Plan is 31,250  shares.  Under the Plan,  the
          option  exercise  price  may be more,  equal to or less  than the fair
          market  value of the  Company's  common  stock  at the date of  grant.
          Options currently expire no later than 5 years from the grant date and
          are 100% vested. Proceeds received by the Company from the exercise of
          stock  options are  credited to common  stock and  additional  paid in
          capital.  Additional  information  regarding  the Plan's  stock option
          activity is as follows:
<TABLE>
<CAPTION>
                                                                                            Weighted
                                                                    Number of                Average
                                                                     Shares              Exercise Price
<S>                                                                        <C>        <C>
          Outstanding at December 31, 2000                                      -                       -
          Granted                                                           2,500     $             40.00
                                                                ------------------      ------------------
          Outstanding at December 31, 2001                                  2,500                   40.00
          Terminated                                                       (2,500)                  40.00
                                                                ------------------      ------------------
          Outstanding at December 31, 2002                                      -     $                 -
                                                                ==================      ==================
</TABLE>

          The Company accounts for its plan under APB Option No. 25 ("Accounting
          for Stock Issued to Employees").  Accordingly, compensation expense is
          recognized in the  Company's  financial  statements  when the exercise
          price of the Company's  employee stock options is less than the market
          price of the Company's common stock on the date of grant.  During 2000
          the Company recorded compensation cost of $20,000 related to the stock
          option plan, and reversed the cost.

          The pro forma net income impact under Financial  Accounting  Standards
          Board Statement No. 123 ("Accounting for Stock-Based Compensation") is
          not material.

          During  2001 the  Company  issued a non  qualified  option to purchase
          $1,000,000  worth of common  shares at a 15%  discount  of the  market
          price on the date of exercise,  for consulting  services  performed in
          2001. This option expires on March 8, 2011. During 2001 the consultant
          exercised  $796,875 of the option for 18,750  common shares at a price
          of $42.40 per share which was 15% below the market  price of $50.00 on
          the date of exercise.  The amount  remaining on the option at December
          31,  2002 and 2001 is  $203,125.  At  December  31,  2003 and 2002 the
          Company would have had to issue approximately  16,125 common shares if
          the option was exercised.


                                      F18

<PAGE>



                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 13 - COMMON STOCK WARRANTS

          Common Stock Warrants

          The 5,625 common stock warrants  previously issued expired on December
          31, 2002.

Note 14 - STOCKHOLDERS' EQUITY

          On December  27, 2001 the Company  issued 8,350 shares of common stock
          at $2.26 in exchange for $18,838 of convertible notes payable.

          On April 11, 2002 the Company  issued 86,250 shares of common stock at
          $1.88 for the conversion of $162,151 notes payable.

          On April 25,  2002 the  Company  issued 375 shares of common  stock at
          $20.00 for services valued at $7,500.

          On May 13, 2002 the Company  issued  7,813  shares of common  stock at
          $8.00 for the  conversion  of 625 shares of preferred  stock valued at
          $62,500.

          On May 14, 2002 the Company  issued  20,400  shares of common stock at
          $1.92 for lock up agreement.

          On June 21, 2002 the Company  issued  7,813  shares of common stock at
          $8.00 for the  conversion  of 625 shares of preferred  stock valued at
          $62,500.

          On December 20, 2002 the Company issued 127,515 shares of common stock
          at $2.72  for the  conversion  of  $346,841.55  of  convertible  notes
          payable.

          On December 20, 2002 the Company  issued 23,467 shares of common stock
          at $2.72 for $63,829.83 of interest expense.

          The Company has a potential  liability  attributable  to common  stock
          rescission rights as follows:


          Year Ending December 31,          Shares                  Amount
          ------------------------          ------                  ------
                2003                        4,308               $   61,250


                                      F19

<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 14 - STOCKHOLDERS' EQUITY (continued)

          During June, 2003 the Company  effected a reverse stock split of 1 for
          800 to be effective as of June 16, 2003.

          During March, 2003 the Company issued 3,750 shares of common stock for
          the  payment of legal  fees  valued at  $30,000  and 78,919  shares of
          common stock for the conversion of $86,710 of principal and $71,127 of
          interest of convertible debt.

          During the first  quarter of 2003,  the Company  corrected an error in
          failing to issue 2,500 shares of common  stock to a former  officer of
          the  Company for  services  in a prior year.  The value of the shares,
          $10,000, was charged to compensation expense.

          During the second quarter of 2003, the Company issued 4,000,000 shares
          of  common  stock  for the  conversion  of  400,000  shares of class A
          preferred stock.

          During the third quarter of 2003, the Company issued 895,720 shares of
          common stock for the  conversion of 89,572 shares of class A preferred
          stock.

          The Company issued  106,250 shares of common stock to the  convertible
          debt holders in settlement of a dispute.

          During  March 2003 the  Company  issued  3,750  common  shares for the
          payment of legal fees of approximately $30,000.

          Preferred Stock

          The  Preferred  Stock is  convertible  at any  time,  at the  holder's
          option,  into shares of the  Company's  common  stock at a rate of ten
          shares of common stock for each share of preferred stock.

          The Company  issued  15,000,000  shares of class B preferred  stock to
          Mojave Jet, LLC as a deposit on the  purchase of jet aircraft  (Boeing
          727-200). The purchase price of the asset is approximately $1,600,000.
          The  Company  readjusted  the class B  preferred  from  15,000,000  to
          2,000,000 shares.

                                       F20

<PAGE>


                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003



Note 15 - DISPOSAL OF SUBSIDIARY

          On May 16, 2001,  the Company  entered into a stock  agreement to sell
          Clifton  Telecard Inc., a wholly owned  subsidiary.  Accordingly,  the
          operations  of the  distribution  division  as well as the loss on the
          sale have been reported  separately as discontinued  operations in the
          accompanying financial statements.

          On March 18, 2002 Auxer  Telecom Inc was  disolved and merged into the
          Auxer Group, Inc.

          VIVA Exchange Agreement

          On January 8, 2003 the Company  entered  into an agreement to exchange
          307,500  shares of the  Company's  common stock for 100%  ownership of
          VIVA  Airlines,  Inc, a Puerto  Rico  Corporation.  In  addition,  the
          Company  issued 175  shares of common  stock  (valued  at $4,480)  and
          granted  825  shares of common  stock at $80.00  per share to  certain
          employees  of Viva  Airlines,  Inc.  The  Company  sold 80% of  Harvey
          Westbury to a former  officer of the Company  for  $44,126.90  and the
          forgiveness  of  $110,401.29  of monies  owed by the  Company  to this
          officer.  The Company  approved the forgiveness of $1,206,625 of loans
          made to Harvey  Westbury  Corp. The Company then approved the spin-off
          of the  remaining  20%  interest in Harvey  Westbury to the  Company's
          shareholders of record on January 9, 2003. Viva Airlines,  Inc. has no
          assets and holds a letter of intent to acquire 49% of Queen Air and/or
          Aeronaves  Queen,  SA (a  Dominican  Republic  air  carrier)  for U.S.
          $600,000.

Note 16 - SUBSEQUENT EVENTS

          At April 12, 2004, Viva  International  has not acquired the DC-9-15's
          aircraft as intended.  The  acquisition of these aircraft were for use
          by Royal Aruban Airlines.  The reorganization  plan submitted by Royal
          Aruban in its court  proceedings  did not  anticipate  the  successful
          conclusion of the November 6, 2003  agreement.  Accordingly,  the spin
          off of  Hardyston  Distributors,  Inc.  without  the  existence  of an
          operating business or some other economic reason has been delayed to a
          future date.

                                      F21


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

No changes.

Item 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
-------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
-----------------------------

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

                                       PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and officers as of December 31, 2003, are set forth below.

NAME                 AGE           POSITIONS
----                 ---           ---------

Robert J. Scott      55            Sole Director,
                                   Chief Financial Officer,
                                   Secretary & Treasurer


Stuart Carnie        36            Chief Executive Officer &
President

Robert J. Scott joined the Company as a Director and as President & Chief
Executive Officer in addition to acting as the Company's Chief Financial Officer
and Secretary & Treasurer in January of 2003. He continued in each of these
posts until August of 2003 when Stuart Carnie joined the Company as the Chief
Executive Officer and President. Mr. Carnie left the Company in February of 2004
and Mr. Scott reassumed the positions of Chief Executive Officer and President.

Mr. Scott also has served as a Director and Secretary of the Auxer Group's
subsidiary, CT Industries since January of 2003.

Mr. Scott also has served as a Director and Secretary of Hardyston Distributors
since January of 2003.

Our directors and officers as of May 1, 2004, are set forth below. The directors
hold office for their respective term and until their successors are duly
elected and qualified. Vacancies in the existing Board are filled by a majority
vote of the remaining directors. The officers serve at the will of the Board of
Directors.

                                      III-1

<PAGE>

Name                    Age            Position
----                    ---            --------

Robert J. Scott         55             President, Chief Executive
                                       Officer, Chief Financial Officer
                                       and Director

Rudy Dominguez          40             Chief Operating Officer

                                       President and Chief Operating
                                       Officer - Viva Airlines, Inc.

Oscar Hasan             39             Vice President - Sales and
                                       Marketing

                                       President-Viva Air Dominicana

Ronald Greene           46             Chief Pilot-Viva Airlines, Inc.

Joshua Henshell         28             Vice President-Technology

E. Thomas Septembre     57             In House Counsel

Robert J. Scott has served as our Director, President, Chief Executive Officer
and Chief Financial officer since January 15, 2003 except for the period of
August, 2003 through February of 2004 when the office of the President and Chief
Executive Officer was held by Stuart Carnie.

From 1990 until the present, Mr. Scott has been the Chief Executive officer of
Robert J. Scott, P.C., a professional corporation practicing accounting and
management consulting. From May 2002 until January 2003, Mr. Scott was the
Secretary and Treasurer of Renegade Venture Corporation (OTCBB:RDVN). He was
responsible for all financial and accounting aspects of such business.

From May 2002 until January 2003, Mr. Scott was Chief Financial officer of
Hamilton Aerospace Technologies, Inc. (a wholly owned subsidiary of Renegade
Venture Corporation. He was responsible for all financial and accounting aspects
of such business.

In 1971, Mr. Scott received his Bachelor of Science degree in Business
Administration from Michigan Technological University.

Rudy Dominguez was appointed President and Chief Operating Officer of our
subsidiary, Viva Airlines, Inc. in 2003 and has recently accepted appointment as
the Chief Operating Officer for Viva International, Inc.

From 2000 until the present, Mr. Dominguez was the President for Airframe
Consultants, Inc. based in Miami, Florida. He was responsible for the consulting
of financial and technical analysis relating to the purchase, lease and
maintenance of heavy transport aircraft and aviation related businesses. From
1998 until 2000, he was the Chief Operating Officer of Commercial Jet, Inc.
based in Miami, Florida. He was responsible for the day-to-day operations of a
major FAA licensed repair station based at Miami International Airport. Mr.
Dominguez received his Bachelor of Science degree in legal studies from Barry
University, Miami, Florida.

Oscar Hasan was appointed Vice President - Sales and Marketing for Viva
International, Inc as well as for our subsidiary, Viva Airlines, Inc. in April
of 2003. In October of 2003, Mr. Hasan has appointed as President of Viva Air
Dominicana S.A. and relocated to Santo Domingo, Dominican Republic.

From February 2003 until April, 2003, Mr. Hasan has been the managing partner of
Solaris Holdings, LLC, Roswell,Georgia. He was involved in the day-to-day
management of this telecom company. From July 1999 until January 2003, Mr. Hasan
was the Vice president of Sales and marketing Partner of Venture Telecom based
in Norcross, Georgia. He was responsible for the design, negotiation and
implementation of sales programs for international markets. Mr. Hasan received
his Bachelor of Arts with a major in marketing from Georgia State University in
1987.
                                      III-2

<PAGE>

Ronald Greene was appointed Chief Pilot for Viva Airlines, Inc. is April of
2003. Mr. Greene is a military veteran of the United State Air Force and Army
and has held various aviation management positions with North East Airlines,
Kabo Air, Direct Personnel of Dublin, Ireland, Air Atlanta, and National
Airlines. Mr. Greene has captained B747's, 757's & 767's and served as first
officer of B-747's and L-1011's.

Joshua Henschell was appointed as a Vice President of Technology in October of
2003. Mr. Henschell most recently has served in various information technology
positions at the University of Michigan.

E. Thomas Septembre accepted appointment as In House Counsel In November of
2003. Mr. Septembre has an extensive corporate and business background obtained
through the United States Federal Courts in South Florida, Bahamas and the
Caribbean. Mr. Septembre received an undergraduate degree from the University of
Miami, a Juris Doctor from John Marshall Law School.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company
has appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

We have not filed a Form 5 for our fiscal year ended December 31, 2003.

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our Chief
Executive Officer in 2003, and to our executive officers who were serving as of
December 31, 2003, whose salary and bonus during fiscal 2003 exceeded $100,000
or we determine that disclosure should be made.

Summary Compensation Table

Name & Principal Position      Year          Salary
-------------------------      ----          --------
Robert J. Scott                2003          $225,000
Chief Executive
Officer (1)

None of the earned compensation has been paid to the above officer as of
December 31, 2003 and May 3, 2004.

The following table sets forth information with respect to the grant of options
to purchase shares of common stock during the fiscal year ended December 31,
2002, to each person named in the Summary Compensation Table.

                      Option/SAR Grants In The Last Fiscal Year

None

Long-Term Incentive Plans-Awards In Last Fiscal Year

None

Executive Employment Agreements:

There are presently no employment agreements in effect.

                                      III-3

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             Principal Shareholders

The following table sets forth information regarding Viva International, Inc.'s
common and preferred stock beneficially owned on April 14, 2004, for (i) each
shareholder known by the Viva International, Inc. to be the beneficial owner of
5% or more of the Viva International, Inc.'s outstanding common and preferred
stock, (ii) each of the Viva International, Inc.'s executive officers and
directors, and (iii) all executive officers and directors as a group. In
general, a person is deemed to be a "beneficial owner" of a security if that
person has or shares the power to vote or direct the disposition of such
security. A person is also a beneficial owner of any security of which the
person has the right to acquire beneficial ownership within 60 days. At April
14, 2004, there are 5,965,144 shares of common stock outstanding and 3,510,280
shares of preferred stock outstanding.

Class of Security- Common Stock

Name of Beneficial                       Number of Shares of
Beneficial                               Common Stock           % of
Identity of Group                        Beneficially Owned     Ownership
                                         ------------------     ---------

Robert J. Scott                               51,250              .01%
954 Business Park Drive
Traverse City, Michigan 49686


All Executive Officers and Directors
as a Group (1 person)                         51,250              .01%


Class of Security-Preferred Stock

ECJ Holdings Trust
10127 E. Grand View Court
Traverse City, MI. 49684 (1,010,280)      10,102,880            24.60%

Mojave Jet LLC
Encino, CA (2,500,000)                    25,000,000            60.87%

The preferred stock is convertible to common stock on the basis of 1 for 10.
Percentages are calculated in common stock equivalents.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We presently utilize approximately 500 square feet of office space located at
954 Business Park Drive, Suite #2, Traverse City, MI 49686. We do not pay any
rent for this space. Our sole officer and director is the sole owner of a
professional corporation that pays $500 per month for this space.
Fiesta Airline Holdings, LLC, a shareholder, has provided working capital loans
to the Company of $593,698 as of December 31, 2003. Interest is being accrued on
these working capital loans at 8% per annum.

ECJ Holdings Trust is an irrevocable trust created in April, 2004 by the
Company's Former President & CEO to hold preferred stock currently held in his
name and to convert these preferred shares to common stock. The preferred shares
have been held a sufficient period of time so that when converted to common they
will convert without restrictive legend. The trust is independently
administered. The trustee is also independent to the Company.

Mojave Jet LLC received preferred stock in lieu of cash on February 27, 2003 as
a deposit on future acquisitions of aircraft. Subsequently, the amount of
preferred stock was reduced by Board of Directors action on December 8, 2003. No
transaction with Mojave Jet LLC has been completed. However, Mojave has incurred
time and expenses on behalf of Viva that are expected to be passed on to Viva
pursuant to a completed transaction. The preferred stock remains on deposit.

                                      III-4

<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

None

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

Fees for audit services provided by our principal accountant during the years
ended December 31, 2003 and 2002 were $27,500 and $26,900, respectively. Audit
services consisted primarily of the annual audits, review of our financial
statements, and services that are normally provided by our accountants in
connection with statutory and regulatory filings or engagements for those fiscal
years.

AUDIT-RELATED FEES

There were no fees billed for services reasonably related to the performance of
the audit or review of our financial statements outside of those fees disclosed
above under the caption Audit Fees for the fiscal years ending December 31, 2003
and 2002.

TAX FEES

Fees for tax services provided by our principal accountant during the years
ended December 31, 2003 and 2002 were $5,000 and $6,500, respectively. Tax
services related primarily to the preparation of the company tax filings with
taxing authorities.

ALL OTHER FEES

There were no other fees billed for services.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                              VIVA INTERNATIONAL, INC.

                              By:   /s/ Robert J. Scott
                                   -----------------------------
                                        Robert J. Scott
                                        Chief Executive Officer,
                                        Chief Financial Officer and
                                        Director

Dated: May 11, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Name                       Title                                  Date
----                       ----------------------------------     -----------
/s/Robert J. Scott         Chief Executive Officer,               May 11, 2004
                           President, Chief Financial Officer
                           and Director



                                      III-5