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, 2002

                            Commission File #0-30440

                              THE AUXER GROUP, 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)

	12 Andrews Avenue, West Paterson, New Jersey 07424
(Former name, address and fiscal year, if changed since last report)

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. ( )

Revenues for year ended December 31, 2002: $1,418,199

Aggregate market value of the voting common stock (on a fully diluted
basis)held by non-affiliates of the registrant as of April 14, 2003, was:
$6,302,116 (based on a stock price of $.01).

Number of shares of the registrant's common stock outstanding as of
April 14, 2003 is: 671,211,566

Transfer Agent as of April 14, 2003:

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

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 246,000,000 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.  Based on this transaction,
we intend to change our name to Viva International Inc. or a similar name.
To date, this name change has not been undertaken.

The stock exchange agreement and plan of reorganization also requires that
our only active subsidiary, Harvey Westbury Corp., shall be spun off to a
company controlled by our former officer and director, Eugene Chiaramonte,
Jr.  To date, this has not been undertaken.

As of today, our other 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.  To date, Viva has not finalized any agreement with Kick
Communications.

On January 22, 2003, we issued a letter of intent to purchase 3 Boeing 727-200
aircraft from Airframe Consultants, Inc.  To date, we have not finalized any
agreement.

On February 19, 2003, we formed Viva Dominicana, Inc., S.A., and signed an
agreement for the purpose of acquiring Aerocontinente Dominicana, S.A.
This transaction is intended to close on or about April 30, 2003.

On February 20, 2003, we entered into negotiations with Mojave jet to purchase
2 Boeing 737-200 aircraft.  To date, we have not finalized out agreement with
Mojave Jet.

On March 10, 2003, we announced out intention to acquire a 49% interest
in Queen Air.  To date, we have agreed in principal to proceed with this
transaction.

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.

On April 14, 2003, we signed a letter of intent with Tristar Capital LLC to
purchase one Lockheed wide-body passenger aircraft.

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. It's principal office are 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 entrant airline is needed for current air travel business
from those hubs. 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 eight aircraft and 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
served and the proposed acquisition of Aerocontinente Dominica, S.A. On
February 19, 2003, Viva formed Viva Dominicana, Inc., S.A., a Dominican
Republic corporation and agreed to acquire Aerocontinente Dominica, S.A.
on or before April 30, 2003.  The proposed agreement provides for the
acquisition of 100% of the issued and outstanding common stock in exchange of
$1,200,000 in cash.

In the first year of formative operations of Aerocontinente Dominica, we expect
that we will burn excessive cash until revenue can fall into place as
additional routes are established. This is due to the organizational and
regulatory obligations of a new air carrier. Investment activity is needed
to handle the expenses of this phase of the business.

Viva has the following objectives:
1.To obtain required D.O.T. and F.A.A. certifications on or before May 1,2003.
2.To commence revenue service on or before May 15, 2003.
3.To raise sufficient "bridge" capital in a timely fashion to financially
enable these objectives.
4.To commence operations with two Boeing 727 series aircraft in month one,
five aircraft by the end of month three, and eight aircraft by the end of month
four. Viva Airlines has a mission to provide safe, efficient, low-cost consumer
air travel service. Its service will emphasize safety as its highest priority,
will strive to operate timely flights and will provide friendly and courteous
"no frills" service.
Viva believes that the keys to success are:

Obtaining the required governmental approvals.

Securing financing.

Experienced management and crews.

Marketing; either dealing with channel problems and barriers to entry; or
solving problems with major advertising and promotion budgets. Targeted market
share must be achieved even amidst expected competition.

Product quality. Always with safety foremost.

Services delivered on time, costs controlled, marketing budgets managed.

Rapid growth will be curtailed in order to keep maintenance standards both
strict and measurable.

Cost control. The over-all cost per ASM (available seat mile) is pegged
at 10 cents or less in 2003 dollars.
In the 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 expanded
routes will initially include Chicago, Boston, and Orlando. Second level
expansions would include Mexico City, Madrid and Rome.

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. All 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. Customers
will however, settle for lower levels of in-flight service in order to reduce
the cost of travel.
Viva provides the type of service today's air travel passenger demands.
Competitive Comparison  The primary competition in our market is American
Airlines and Continental Airlines, which account for 80% of the air travel
volume in this 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 will be lower than either
airline (10 cents per ASM vs. 12 cents per ASM). American Airlines is already
in financial difficulty. This identifies a gap for only a "hub-based" carrier
in the Caribbean market. Operation of a single type of aircraft will have
significant cost, maintenance, and training expense reduction.

Viva's aircraft will operate out of these two hubs with high utilization based
on price advantage. Viva will 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 will
operate profitably within its "niche" market. This will serve as a barrier to
entry from other competitors once Viva is entrenched in this market. It is
unlikely that larger airlines will be able to compete with Viva's low fares
nor will they probably have the desire as they focus on more profitable
"long-haul" routes with larger airplanes.

Viva will achieve its target cost of $0.10 cents or less per available seat
mile by a combination of cost saving measures. Savings will come in the areas
of labor costs and from operational economies. Viva will utilize its flight
crews significantly more than its competition. Flight crew utilization will
be 60% above industry average. Both pilots and flight attendants will be
deployed an average of 85 hours per month vs. an industry average of 50-60
hours per month. Viva will realize additional savings in the insurance and
benefits areas by virtue of having fewer crew members. Efficiently operating
the meal service in-flight will 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.
All aircraft will be configured to a coach seating capacity of 131 seats
and a business class seating of 10 seats. This will maximize revenue on
short-haul flights. Boeing 727 series will be the only aircraft initially
operated by Viva.  Our state-of-the-art reservations system will save time,
allow us to employ fewer reservation employees, and save training costs for
new reservation personnel.

Fulfillment
Aircraft will be obtained on a "dry lease" basis (without fuel) from one of
several aircraft lessors at an approximate cost of $100,000 per month. Viva
management has already been in contact with ROHR, a division of Goodrich.
Generally, first and last month's lease payments are required in advance.
Lease is usually a five-year operating lease and most often qualifies as an
expense item to the lessee. Terms of renewal are negotiable and no buy-out
provision is included. 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. It is expected that up
to 20 airplanes will be available over the next two years with
an average of 120 days lead-time required.
Outsourcing of services are as follows:

Maintenance:
All regular "A" and "B" maintenance will be performed by Falcon Air Express
personnel at their own facilities in Miami Florida. Viva management feels that
it is both necessary and prudent in today's regulatory environment to outsource
this regular and routine maintenance. Periodic "C" and "D" overhauls and major
maintenance will also 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 will be performed by Viva personnel.

Food Service:
All condiments and beverages served on Viva flights will 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 vs. 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 is well acquainted with all facets of operation of its airplanes
from prior experience.

Reservation advantages:
The predominate 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 GABRIEL reservations system that Viva will use has
three main advantages that all 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 exponentially. There is characteristically high
turnover among airline reservation employees. "Sabre" and "Apollo" take two
weeks to learn. Viva's use of GABRIEL will enable a basic computer literate
employee to learn the system in only one day.

The GABRIEL system also integrates with other management information systems
used by Viva. It is also designed to operate in a "ticketless" environment,
something the other
systems have difficulty accomplishing.
Operational advantages:
Over-all operations will 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 will Viva's information systems operate "seamlessly" but they will
also enhance the ability to conform to all FAA compliance requirements.
The biggest and toughest 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
for a seating capacity of 131 coach class passengers and 10 business class
passengers. 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 allowed a $7.50 cost for
all coach seats sold.

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 characteristically 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 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 may be said to target the short-haul, dual hub, discount fare
Caribbean market segment. 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. 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.

The following three airlines are our competition: Southwest, Jet Blue and
US Air.  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 will have its own
reservations agents available via an 800 number (the service will be 24 hours
from an available pool of 90 agents in total). 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.

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 needed amounts are
budgeted in this plan. The advantage 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 will 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 market.

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. 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 any concessions from these unions.

In spite of high costs, US Air had grown to become the nation's sixth largest
carrier. However, bankruptcy and recent press articles indicate a large measure
of uncertainty in their future path.

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 difficult to overcome and should 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.

Media executions will utilize local media, which is highly targeted and cost
effective on a cost-per-impression basis.

Air operations will be centralized and cost effective.

Reservations will be centralized and cost effective.

Marketing will be media generated to the leisure market and combined
media/direct sales generated to corporate accounts.

Marketing Strategy

Marketing is 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 will be local spot TV on highly visible programs such as local news
and sports and local radio. Newspapers and other print will not be used.
Pricing Strategy
Due to its low cost operating structure Viva will be able to offer service at
25% less than the competitive airfares to its selected destinations from
Caribbean hubs.

Projected round trip fares are as follows:

ROUTE	ADVANCE

SDQ-JFK	$309
MIA-SDQ	$289
STI-JFK	$309
MIA-STI	$329
SDQ-SJU	$199
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 held under 5% of sales. Thus, the first
year expenditure in these categories is expected to be $1.8 million.
Past experience has demonstrated that this expenditure 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
based corporations and businesses. It is expected that its cost structure
will be attractive to these businesses. It expects business travel to amount
to at least 25% of its 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.

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 4,000,000 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 1,500,000
of its shares of common stock to Universal Filtration shareholders for all the
outstanding shares of Universal Filtration. 500,000 of the 1,500,000 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
170,000 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 836,700 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.

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 2,000,000 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 the Auxer Group 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 Auxer Group who currently have any
petitions filed under the Bankruptcy Act or under any state insolvency laws.

Employees

The Auxer Group and its subsidiary has 1 employee, Robert J. Scott. Our sole
employee is not covered by labor agreements or contracts.

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. Auxer is requesting 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 defendant, Kattosko Communications, to pay the plaintiffs $15,000.
In return for such consideration, plaintiffs agree to allow Mustafa Qattous'
stock to be traded and sold and undertake certain filings and provide other
financial information for Clifton Telecard, Inc.

(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
nd the judgment is only against Auxer Telecom Inc., Auxer's inactive
subsidiary. The attachment on Auxer's bank account should be released shortly.
Auxer does not intend to contest the judgment against Auxer Telecom Inc. since
it was dissolved 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. Auxer is trying to settle this
matter.

(5) Canete Landscape, Inc. vs. Auxer Group - Superior Court of New Jersey,
Law Division, Passaic County - Docket No. DC-11893-02. Filed October 25, 2002.
Plaintiff, Canete Landscape claims that Auxer owes them $2,353.90 together
with interest and costs of suit. Auxer intends to settle this matter.

(6) 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 is now
due to Colbie. On October 8, 2002, Auxer received a settlement offer from
Colbie's attorney whereby Colbie agreed to allow Auxer to sell certain assets
and make the required payment. Auxer is trying to sell such assets,
specifically telecommunications switching equipment.

(7) 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 does not intend to appear at the hearing
and contest this matter.

(8)Ronald Shaver and Ryan Shaver - (a) On September 30, 2002, Auxer's
litigation counsel sent a letter to Ryan Shaver, Auxer's former employee,
requesting the return of equipment and a data base taken by Ryan and his
brother, Ronald Shaver, Auxer's former officer; (b) On October 30, 2002,
Ronald Shaver sent Auxer a letter dated October 10, 2002, from the State
of New Jersey, Department of the Treasury, Division of Taxation regarding
outstanding tax liabilities for Clifton Telecard Inc., formerly owned by
Auxer; and (c) On August 30, 2002, Auxer received letters from Ryan Shaver
and Ronald Shaver requesting payments Auxer owed each of them under their
terminated employment agreements, continuation of healthcare, settlement
of cash compensation and equity obligations. They did not specify the amount
owed.

(9) Panel Prints Inc. v. Harvey Westbury Corporation - Superior Court of
New Jersey, Law Division, Passaic County - Docket No. DC-004164-02. Auxer
agreed to pay Panel Prints $3,000. To date, Auxer has paid it $1,500 and is
paying the balance of $1,500 at a rate of $500 per month.

(10) One of Auxer's shareholders, Daniel Kahraman, has requested that Auxer
have an annual shareholders meeting. Auxer informed him that it does not have
sufficient funds to undertake its annual meeting. Mr. Kahraman has responded
that he will be taking legal action against Auxer in the future.

(11) 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
us. 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 three complete fiscal years. The high and low bid
price for the periods in 2001 and 2002 shown below are quotations from the
OTCBB.

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.

Period                HIGH BID             LOW BID
- ------                --------             -------
2002

First Quarter         0.009                0.004
Second Quarter        0.036                0.006
Third Quarter         0.020                0.003
Fourth Quarter        0.028                0.002

2001

First Quarter         0.078                0.047
Second Quarter        0.05                 0.01
Third Quarter         0.02                 0.0060
Fourth Quarter        0.01                 0.0050
833:

DIVIDENDS

We do not intend to retain future earnings to support our growth. Any payment
ofcash 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.



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 Auxer Group's products,
fluctuations in pricing for products distributed by the Auxer Group's
subsidiaries and products offered by competitors, as well as general
conditions of the telecommunications and automotive marketplace.

As of January 15, 2003, 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, 2001 and 2002.

The Auxer Group had sales of $138,518 for the quarter ended December 31, 2002
as compared to sales of $543,420 for the quarter ended December 31, 2001. The
decrease in sales was attributed to the decrease in prepaid phone card sales
as well as the decrease in automotive sales.

The Auxer Group had net losses of $112,651 for the quarter ended December 31,
2002 as compared to net losses of $765,282 for the quarter ended December 31,
2001. The decrease in net losses was primarily attributed to the relative
decrease in sales combined with the reduced General and Administrative
expenses initiated as part of the restructuring in the first quarter of 2002.

The Auxer Group had general administrative expenses of $21,567 for the
Quarter ended December 31, 2002 as compared to general administrative expenses
of $550,659 for the quarter ended December 31, 2001. The decrease in these
expenses was attributed to the restructuring initiative set forth in the first
quarter of 2002.

The Auxer Group had interest expenses of $53,437 for the quarter ended
December 31, 2002 as compared to $36,556 for the quarter ended December 31,
2001. The increase in these expenses was attributed to the high rate interest
loans acquired to fund the business operations and purchase needed inventory.

Results of Operations for the Twelve Months Ended December 31, 2001 and 2002

The Auxer Group had sales of $1,418,198 for the twelve-month period ended
December 31, 2002 as compared to sales of $2,714,017 for the twelve-month
period ended December 31, 2001. The decrease in sales was attributed to the
decrease in prepaid phone card sales as well as the decrease in automotive
sales.

The Auxer Group had net losses of $1,151,488 for the twelve-month period ended
December 31, 2002 as compared to net losses of $3,802,961 for the twelve-month
period ended December 31, 2001. The decrease in net losses was primarily
attributed to the restructuring initiative set forth in the first quarter of
2002.

The Auxer Group had general administrative expenses of $879,760 for the
twelve-month period ended December 31, 2002 as compared to general
administrative expenses of $3,174,608 for the twelve-month period ended
December 31, 2001. The decrease in these expenses was attributed to the
restructuring initiative set forth in the first quarter of 2002.

The Auxer Group had interest expenses of $156,801 for the twelve-month period
ended December 31, 2002 as compared to $517,905 for the twelve-month period
ended December 31, 2001. The decrease in these expenses was due to the
reduction of the interest from the convertible note, which was a one-time
expense.

Our principle source of revenue for the three-month period ending December 31,
2002 was the sale of the automotive inventory.  Additional funding was provided
by an approved banking credit line; as well as substantial loan contributions
from the President and CEO.  The company's telecommunications subsidiaries were
unable to continue to remain current on their terms with its carriers, which
have resulted in the loss of its carriers, causing a termination of service.
As of the twelve month
period ended December 31 2002, the Telecommunications subsidiaries are inactive.

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, 92 Million 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.

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 forth 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.  As of December 31,
2002, the
name change had not been completed.

On December 19, 2002, Auxer announced current events occurring with its merger
candidate Viva Airlines.

Subsequent events to the forth quarter ending December 31, 2002, we entered
into a stock exchange agreement and plan of reorganization with Viva Airlines
in January 2003.

Sources of Liquidity

For the quarter ended December 31, 2002, we paid for operations through
substantial loan contributions by the President and CEO. We had Notes Payable
to shareholders of $174,528, had other notes payable of $608,925, and notes
payable convertible debt of $346,841 on December 31, 2002. We have a loan
outstanding against its inventory of $23,882 under a security agreement with
Quantum Corporate Funding Ltd. We provided guarantees of the repayment of
loans. We did not sell or issue any common stock to provide for services
rendered, consulting requirements and operating and investment activities
during the quarter ended December 31, 2002.

In comparison for the quarter ended December 30, 2001, we paid for operations
by raising $711,887 through debt borrowing after payment to short term debts.
We had Notes Payable to shareholders of $113,054, had Other Notes Payable of
$762,504 and notes payable convertible debt of $911,685 on December 31, 2001.
We had loans outstanding against our credit line of $0 under a security
agreement with Merchant Financial Corporation to borrow money secured by the
receivable evidenced by invoices of Harvey Westbury Corp. We have provided
guarantees of the repayment of loans. Merchant agreed to lend an amount equal
to 75% of the net value of all Harvey Westbury accounts. We issued common
stock of $1,436,600 to provide for services rendered and consulting
requirements.

ITEM 7. FINANCIAL STATEMENTS

SEE Exhibit "C"

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

On March 19, 2002 we dismissed Kaloseih, Shackil & Meola, CPAs, P.C. as our
principal accountant and engaged Kempisty & Company, Certified Public
Accountants, P.C., as our principal independent accountants to audit our
financial statements for the year ended December 31, 2001.

The reports of Kaloseih, Shackil & Meola, CPAs, P.C. on our financial
statements for the years ended December 31, 2000 and December 31, 1999 did
not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by our Board of Directors. Our
Board of Directors determined that our auditing needs could be handled by
Kempisty & Company, Certified Public Accountants, P.C., as efficiently and more
economically compared to the former accounting firm.

During the years ended December 31, 2000 and December 31, 1999 and through March
19, 2002, there were no disagreements with Kaloseih, Shackil & Meola, CPAs, P.C.
on any matter of accounting principles or practices, financial statement
disclosures or audit scope or procedure, which disagreements if not resolved to
the satisfaction of Kaloseih, Shackil & Meola, CPAs, P.C. would have caused them
to make reference in their reports on the financial statements for such periods.

                                       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, 2002, are set forth below.

NAME                                        AGE           POSITION

Eugene Chiaramonte, Jr.			 56           Director, Treasurer
Secretary and Chief Executive Officer

Ernest DeSaye, Jr.                        37      Manager, Harvey Westbury

Eugene Chiaramonte Jr. has served as Director, President and Chief Executive
Officer of the Auxer Group since April 1995. He assumed the position of
Secretary and Treasurer in 1998. Mr. Chiaramonte was a founder and has
served as Director and Secretary of the Auxer Group's subsidiary, CT Industries
since June 1994. Additionally, he has served as Director and Secretary of the
Harvey Westbury Corp. since October 1996 and a co-founder, Director and
Secretary of Hardyston Distributors since April 1999, is a Director and
Secretary of Auxer Telecom Inc. since August 2000.

Ernest DeSaye has served as the Manager for Hardyston Distributors, doing
business as The Mechanics Depot, from April 1999 until the middle of 2001. At
such time, he became the manager of Harvey Westbury Corp. From 1991 to April
1999, Mr. DeSaye had operated as a sole proprietor distributing automotive parts
and accessories to the local automotive community. From 1981 to 1991,he was a
chief mechanic and co-owner at Vernon Transmission and Auto Repair.

Our directors and officers as of January 15, 2003, 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.


Name			Age			Position

Robert J. Scott		54			President, Chief Executive
						Officer, Chief Financial Officer
						and Director


Rudy Dominguez					President and Chief Operating
						Officer - Viva Airlines, Inc.

Oscar Hasan					Vice President - Sales and
						Marketing - Viva Airlines, Inc.



Robert J. Scott has served as our Director, President, Chief Executive
Officer and Chief Financial officer since January 15, 2003.  From 1997 until
the present, Mr. Scott has been the Chief Executive officer of Robert J.
Scott, P.C., a professional corporation practicing accounting.  From May 2002
until January 2003, Mr. Scott was the Secretary and Treasurer of Renegade
Venture Corporation.  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. He was
responsible for all financial and accounting aspects of such business.
From July 1997 until April 2000, Mr. Scott was the Executive Vice President
and Chief Financial Officer of Tri-Financial Group, Inc.  He was responsible
for all financial, accounting and administration aspects of such business.
In 1971, Mr. Scott received his Bachelor of Science degree in Business
Administration from Michigan Technological University.

Rudy Dominguez was recently appointed President and Chief Operating Officer of
our subsidiary, Viva Airlines, 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 recently appointed Vice President - Sales and Marketing of our
subsidiary, Viva Airlines, Inc.  From February 2003 until the present, Mr.
Hasan has been the managing partner of Solaris Holdings, LLC, based in Roswell,
Georgia.

He is 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.

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, 2002.

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our Chief
Executive Officer in 2002, and to our executive officers who were serving as of
December 31, 2002, whose salary and bonus during fiscal 2002 exceeded $100,000
or we determine that disclosure should be made.

Summary Compensation Table
<TABLE>
<CAPTION>

Name &                                            Other             All
Principal Position      Year   Salary      Bonus      Annual        Other
- ------------------    ----   -----      ------      Compensation  Compensation
                                                    ------------    ------------
Eugene Chiaramonte      2002

2001   $136,000     $      0    $      0     $      0
                        2000   $78,000      $      0    $      0     $      0
Chief Executive
Officer (1)

Ernest DeSaye Jr.       2002

2001   $ 50,000      $      0    $      0    $      0
                        2000   $ 47,300      $      0    $      0    $      0
Hardyston Operations

(1)  Mr. Chiaramonte was granted options to purchase 7,500,000 shares under
Auxer's 2000 stock option plan on June 26, 2001 of the Auxer Group's common
stock.

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


                           NUMBER OF       % OF TOTAL
                           SECURITIES      OPTIONS/SARs
                           UNDERLYING      GRANTED TO      EXERCISE OR  EXPIRATION
                           OPTIONS/SARs    EMPLOYEES       BASE PRICE   DATE
NAME                       GRANTED (#)     IN FISCAL YEAR   ($/SH)
                           -----------     --------------   ------
<S>                            <C>             <C>           <C>         <C>
Eugene Chiaramonte, Jr.      100,000            5%          $0.05         5-1-2005
                           7,500,000           39%          $0.01         6-15-2006

Ernest DeSaye, Jr.           100,000            5%          $0.05          5-1-2005

The above options were cancelled effective with the execution of our agreement with
Viva Airlines, Inc. on January 15, 2003.



The following table sets forth information with respect to the exercise of
options to purchase shares of our common stock during the fiscal year ended
December 31, 2002, to each person named in the Summary Compensation Table and
the unexercised options held as of the end of 2001 fiscal year.

Aggregated Option/SAR Exercises In Last Fiscal Year And 2001 Fiscal Year End
Option/SAR Values
1232:
1233:
                                            NUMBER OF         VALUE OF
                                            SECURITIES        UNEXERCISED
                      SHARES       VALUE    UNDERLYING        IN-THE-MONEY
                      ACQUIRED     REALIZED UNEXERCISED       OPTIONS/SARs AT
                      ON  ($)               OPTIONS/SARs AT   2000 FISCAL YEAR
                                            2000 FISCAL       END ($)
                      EXERCISE              YEAR END (#)      EXERCISEABLE/
                      (#)                   EXERCISABLE/      UNEXERCISABLE
NAME                                                          UNEXERCISABLE

Eugene Chiaramonte    0             0           NONE           0
Ernest DeSaye Jr.     0             0           NONE           0

Long-Term Incentive Plans-Awards In Last Fiscal Year


                         NUMBER OF         PERFORMANCE OR    ESTIMATED FUTURE
                         SHARES,           OTHER PERIOD      PAYOUTS UNDER NON-
                         UNITS OR          UNTIL             STOCK PRICE-BASED
                         OTHER RIGHTS      MATURATION OR     PLANS
NAME                                       PAYOUT
                                                            THRESHOLD    TARGET
Eugene Chiarmonte, Jr.  0                  0                   0              0
Ernest DeSaye Jr.       0                  0                   0              0

Executive Employment Agreements:

There are presently no employment agreements in effect.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             Principal Shareholders

The following table sets forth information regarding the Auxer Group's common
and preferred stock beneficially owned on April 15, 2003, for (i) each
shareholder known by the Auxer Group to be the beneficial owner of 5% or
more of the Auxer Group's outstanding common and preferred stock, (ii) each of
the Auxer Group'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 15, 2003, there are 671,211,566 shares of
common stock outstanding

Class of Security- Common Stock


                                    Number of Shares of
Name of Beneficial                  Common Stock              % of Beneficial
Identity of Group                   Beneficially Owned        Ownership
                                  ------------------           ---------
Robert J. Scott		            41,000,000 				6.10%
954 Business Park Drive
Traverse City, Michigan 49686

Bash, LLC (1)	                  41,000,000     			6.10%
300 Delaware Avenue
Wilmington, Delaware 19899

Lazaro Canto				41,000,000     			6.10%
Bibul Street #15
Pasco del Parque
Rio Pedras, Puerto Rico

Enterprises D & D (2)			41,000,000     			6.10%
201 W. Park Drive
Miami, Florida 33172

Joan C. Jolitz				41,000,000				6.10%
417 Barlow Street
Traverse City, Michigan 49686

UPO, LLP (3) 	   			41,000,000				6.10%
4166 Evelyn Street
Traverse City, Michigan 49686

All Executive Officers and Directors
as a Group (1 person)	            41,000,000				6.10%

(1)	Brian A. Sullivan, our general legal counsel, is the beneficial owner of
Bash, LLC.
(2) Is the beneficial owner of Enterprises D & D
(3) Marilyn Riggs is the administrator of the UPO, LLP.


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.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.  (i) Stock Exchange Agreement and Plan of Reorganization
between us and Viva Airlines, Inc. (to be filed by amendment).

(b)	Reports on Form 8-K.
(i)	On March 19, 2002, we filed an 8-K to report the change in our
accountants.  On May 29, 2002, we filed an amended 8-K regarding the same issue.
(ii)	On April 10, 2002, we filed an 8-K to disclose the dissolution of
one of our subsidiaries, Auxer Telecom, Inc.

ITEM 14.  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.


                                   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.

                              THE AUXER GROUP, INC.

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

Dated: April 15, 2003

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,      		April 15, 2003
---------------------------         President, Chief Financial Officer
                                    and Director


CERTIFICATION
                         OF PRINCIPAL EXECUTIVE OFFICER
                   AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

I, Robert J. Scott, certify that:

1.   I have reviewed this annual report on Form 10-KSB of the Auxer Group, Inc.

2.   Based on my knowledge, this yearly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this yearly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this yearly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     yearly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the a registrant is made known to me
          by others within those entities, particularly during the period in
          which this yearly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this yearly report (the "Evaluation Date"); and

     (c)  presented in this yearly report my conclusions about effectiveness of
          the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weakness in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and



6.   I have indicated in this yearly report whether there were significant
     changes in internal controls or in other factors that could significantly
     affect internal controls subsequent to the date of my most recent
     evaluation, including any corrective actions with regard to significant
     deficiencies and material weaknesses.

Dated: April 15, 2003
                                        /s/ Robert J. Scott
                                        --------------------------
                                        Robert J. Scott
                                        Principal Executive Officer,
                                        Principal Financial Officer
</TABLE>