SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-KSB/A
(Amendment No. 1)  xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACTOF 1934  For Fiscal Year Ended December 31, 2005  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 #4, 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  Check whether the Issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.       [    ]  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. YesxNoo  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. ( )   1         Revenues for year ended December 31, 2005: $113,974



Aggregate market value of the voting common stock (on a fully diluted basis) held by non-affiliates of the registrant as of April 17, 2006, was: $5,477,342 (based on a stock price of $.09).



Number of shares of the registrants common stock outstanding as of April 17, 2006 is: 60,859,350



Documents Incorporated by Reference:  None.



Transitional Small Business Disclosure Format:
          Yes [     ]                No [  X  ]










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Forward-Looking Statements



This report contains certain forward-looking statements and information relating to the Company that are based on the
beliefs and assumptions made by the Company's management as well as information currently available to the management.  When used in
this document, the words "anticipate", "believe", "estimate", and "expect" and similar expressions, are intended to identify
forward-looking statements.  Such statements reflect the current views of the Company with respect to future events and are subject
to certain risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed,
estimated or expected.  The Company does not intend to update these forward-looking statements.





PART I



ITEM 1. DESCRIPTION OF BUSINESS



a. Business Development



On September 17, 2002, Viva Airlines, Inc. (the "Company" or "Viva"), was incorporated as a Puerto Rico Corporation. Its principal
office is located in Traverse City, Michigan. Viva has not been involved in any bankruptcy, receivership, or other similar
proceedings.



b. Business of the Issuer




1. Principal Products or Services and their Markets

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 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 ten or more aircraft and operating selected routes. The Viva plan has the potential for a rapid ramp-up due to the nature of the routes as well as the demand for travel currently in the targeted markets 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. Mr. Scott has assigned his respective interests to Viva International, Inc. and is seeking to obtain a proper assignment from Mr. Hasan who is no longer involved with the Company.



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 including the filing of various aviation and flight manuals as has been requested by the Dominican Aviation Authority. At this date, Viva Air Dominicana S.A. has complied with each and every requirement of licensure as has specifically been requested by the Dominican Aeronautical Authority and approval and issuance of an airline operating certificate will be forthcoming. Vivas previous attempts were delayed in part due to a change in governmental leadership resulting from a popular election vote of its citizens. No problems are anticipated in procuring the licensing as filed for. Viva expects to be officially recognized as the flag carrier of the Dominican Republic upon the issuance of its airline operating certificate and the
commencement of operations.





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During its initial year of operations, management estimates that the Company will require cash in excess of revenues it will generate until various key flight routes become established. The relatively costly organizational and regulatory obligations of a new air carrier are contributory causes of the excess cash requirements.. Investment activity will be necessary to cover expenses during this period.



Viva has the following objectives:



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

2. To commence revenue service during 2005, anticipated to be during the 2ndquarter.

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

4. To commence operations with one aircraft in month one, three to 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 able to be profitably operated on the proposed route structure of Viva Air is currently available in abundance.



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.



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 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, fuel, servicing of heavy debt or lease payments from equipment acquisition, operational inefficiency, and poor management. Vivas management believes that its business strategies will provide competitive advantages by utilization of lower cost labor, fuel efficient aircraft, economically favorable leases on equipment and other efficiencies associated with operating in a lower cost environment. Viva management also believes that with a limited and specific market focus that it will be able to offer more comprehensive, personal and convenient services to its customers than would be available from the larger carriers.



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.





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2. Distribution Methods of the Products and Services

Fulfillment



Aircraft will 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. Leases will usually be for a five year period and will most likely be operating leases. Accordingly, the lease payments should qualify as an expense for both financial and tax reporting purposes. Most leases will contain renewal terms but are not likely to contain buy- out provisions. Additionally, the lessor may require a maintenance reserve. Viva is prepared to make a maintenance reserve deposit but believes that they will be able to persuade the individual lessors to waive this requirement.



Outsourcing of services are planned as follows:



Maintenance:



All regular A and B maintenance will be performed by outsourced to FAA certified maintenance repair facilities. Alternatively, the Company is exploring the creation of its own maintenance facility convenient to its hub operations at Santo Domingo, Dominican Republic and San Juan, Puerto Rico. 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. 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 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 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:



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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 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.



On December 17, 2004, Viva entered into an agreement with Radixx Solutions International, Inc., whereby Radixx will supply Viva with a Windows-based ticketless client/server airline reservations system. The client/server based airline software supplied by Radixx successfully combines the power and scalability with flexibility and low cost.



The reservations system that Viva will use has three main advantages

That will 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 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.



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.





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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 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.






3. Status of any publicly announced new product or service


4. Competitive business conditions

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 per available seat mile are expected to be lower than the 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 will have significant cost, maintenance, and training expense reduction.





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Vivas aircraft will operate out of its 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 the larger airlines will wish to compete with Vivas envisioned fare structure as they are likely to focus their attention on their more profitable long-haul routes utilizing their larger aircraft.



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 air carrier. However, bankruptcy and recent press articles indicate uncertainty in their future path.



5. Raw materials



Not applicable.



6. Dependence on one or a few major customers



Not applicable.



7. Patents, trademarks, licenses, franchises, concessions, royalty agreements, and labor contracts



8. Government approvals of principal products or services




9. Effect of existing government regulations

10. Research and development



Not applicable.



11. Costs and effects of compliance with environmental laws



Not applicable.



12. Number of Employees



The Viva International, Inc. and its subsidiaries have 8 employees. The Company has contractual obligations to 3 of the 8 employees.



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ITEM 2. DESCRIPTION OF PROPERTY



We presently utilize approximately 1,475 square office space located at 954 Business Park Drive, Suites #3 & 4, Traverse City, MI. 49686. The Companys lease obligation for this space is $1,475 per month and the space currently is being leased on a month to month basis. The Company is not committed to lease obligations beyond its month to month usage and can vacate the property in favor or larger or smaller space at any time without penalty.



ITEM 3. LEGAL PROCEEDINGS



(1) 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 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.



(2) 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.



(3) 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.



(4) 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 Auxer to sell certain assets and make the required payment. Auxer 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.



(5) 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.





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(6) 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.



(7) Ty Hiither vs. Viva International, Inc.-Small claims action against the Company for unpaid services related to Web Site Development. A court judgment has been entered against the Company for $3,073 as of July 12, 2004. Since the judgment has been entered the plaintiff has refused an offer to settle the claim by issuance of Company stock and has intentionally and maliciously sought to damage the Company through the development of a web site portal and by various links to the Companys web site. Pursuant to the Plaintiffs efforts, she has made various posts and made various references to the Companys plans, its employees, consultants and managers that were damaging or potentially damaging and were made without her attempts to verify or perform other due diligence to determine the accuracy and reliability of the information that she intentionally posted. The Company believes that the
plaintiff may have acted criminally and accordingly, may seek relief or other sanctions and may assess damages at amounts far in excess of the plaintiffs claim.



(8) Ronald Greene vs. Viva Airlines, Inc.- Mr. Greene previously was engaged as the chief pilot for Viva Airlines, Inc. Mr. Greene has claimed that he is owed approximately $25,000 plus certain expenses for his services during the time he was involved with the Company. Although a formal action has not yet occurred, Mr. Greene has threatened suit as well as indicating he had filed various labor and wage claims with regulatory agencies. Mr. Greene has also indicated that he has filed various complaints with aviation regulatory authorities. The Company has been unable to reach a mutually satisfying resolution of this matter.



(9) Ivan Figueroa vs. Eastern Caribbean Airlines, Inc. and Viva International, Inc-Mr. Figueroa has filed suit against the Company and its subsidiary for as yet unspecified amounts. Mr. Figueroa was previously employed by the Company and was the previous owner of Cool Tours, Inc. d/b/a San Juan Aviation. At issue is amounts allegedly owed to Mr. Figueroa and other unpaid obligations as well as the ownership of the Cool Tours, Inc name. The Company has invested substantially into its Puerto Rico operations through Eastern Caribbean Airlines, Inc. and believes that certain of the debts claimed by Mr. Figueroa as unpaid have been inflated or otherwise not disclosed and would result in a recalculation of any amounts due him. In addition, the Company has various executed

documents and agreements that support and defend its investment in Eastern Caribbean and its entitlement to the retention of the Cool  Tours name. The Company will vigorously defend any action arising from the Figueroa litigation and will consider a counter suit if this proceeding is to continue. It is managements belief that that dispute will be short-lived and resolved outside the jurisdiction of the courts.



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 on the Company or its subsidiaries. There are no known bankruptcy or receivership issues outstanding and we have no known 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



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PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



As of April 17, 2006, the Company had approximately 4,600 shareholders of record. Our shares of common stock are currently traded on
the OTC Electronic Bulletin Board under the symbol "VIVI".



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 2005 and 2004 shown below are quotations from the OTCBB. The quotations reflect
inter-dealer prices and do not include retail mark-ups, mark-downs or commissions.




Period
        HIGH BID
        LOW BID2005First Quarter
        0.37
        0.17Second Quarter
        0.26
        0.17Third Quarter
        0.17
        0.11Fourth Quarter
        0.16
        0.102004First Quarter
        .36
        .18Second Quarter
        .18
        .07Third Quarter
        .17
        .05Fourth Quarter
        ..076
        .01

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; 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 Viva Airlines products, fluctuations in pricing for products distributed by the Viva Airlines subsidiaries and products offered by competitors, as well as general conditions of the telecommunications and automotive marketplace.



Results of Operations for the Twelve Months Ended December 31, 2005 and 2004 and 2003



Viva International, Inc. had sales of $113,974 for the twelve-month period ended December 31, 2005 as compared to sales of $0 for the twelve-month period ended December 31, 2004. The Companys Eastern Caribbean Airlines subsidiary has contributed all of the sales activity to date through the operations of charter flights and scheduled charter operations and at December 31, 2005 was essentially in an inactive mode. Plans are currently underway through regulatory authorities (FAA) to resume operations at Eastern Caribbean and aircraft is being readied for that purpose. The Companys Viva Air Dominicana S. A.. subsidiary has continued its preparatory stages in anticipation of the commencement of operations. The Company plans to acquire aircraft by purchase or lease in support of the finalization of the processes necessary to begin operations through Viva Air Dominicana S.A.



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Viva International, Inc. had net losses of $3,457,059 for the twelve-month period ended December 31, 2005 as compared to net losses of $361,904 for the twelve-month period ended December 31, 2004. The increase in net losses is attributable to the Companys efforts to resume its operations coupled with a write off of the remaining investments and receivables from transactions designed to spin off subsidiaries to private companies wishing to become public..



Viva International, Inc. had net losses for the twelve-month period ended December 31, 2004 of $361,904 as compared to $3,486,935 for the twelve-month period ended December 31, 2003. The decrease in net losses is primarily attributable to a combination of financial benefits resulting the recognition of gains and incomes from potential spin offs.



Viva International, Inc. had sales of $0 for the twelve-month period ended December 31, 2004 as compared to sales of $0 for the twelve-month period ended December 31, 2003. Vivas aviation business was in various stages of development during each of these base years..



Viva International, Inc. had general administrative expenses of $2,198,779 for the twelve-month period ended December 31, 2005 as compared to general administrative expenses of $1,168,285 for the twelve-month period ended December 31, 2004. The increase is largely attributable to several advisors, consultants and investment bankers accepting common stock for services in 2005. The addition of each of the advisors and consultants to the Companys efforts are designed to prepare the Company prepares to resume its operations in the Caribbean..



Viva International, Inc. had general and administrative expenses of $1,168,285 for the twelve-month period ended December 31, 2004 as compared to $1,155,546 for the twelve-month period ended December 31, 2003. The nominal increase in these expenses was 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 $146,024 for the twelve month period ended December 31, 2005 as compared to $126,713 for the twelve month period ended December 31, 2004. The increase in these expenses is due to an increase in loan obligations created as the Company continues its various development strategies.



Viva International, Inc. has interest expenses of $126,713 for the twelve-month period ended December 31, 2004 as compared to $604,798 for the twelve month period ended December 31, 2003. The decreases were due to the prior year having a pay off of obligations with common stock at a discount to market thereby resulting in recognition of significant additional interest expenses. Additionally, the Company borrowed from shareholders and related parties for working capital purposes as it continued its development of its airline project.





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Our principle source of funding the year ended  December 31, 2005 was from loans from related parties and our 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, 2005, Eastern Caribbean Airlines Corporation is the Company's only operating subsidiary and is in
preparation to restart airline services in 2006. Viva Air Dominicana S.A. remains in a stage of development.



Sources of Liquidity



For the year ended December 31, 2005, we paid for operations through substantial loan contributions from related parties and our
shareholders. New borrowings from related parties and shareholders of $1,171,292 were provided to the Company to assist in the
payment of its related expenses.   We had notes Payable to related parties and shareholders of $1,347,897 and had other notes payable
of $535,543 on December 31, 2005. We did issue 4,900,000 shares to retire certain loans and accrued interest and we also issued
2,811,000 shares of common stock to certain advisors and consultants as partial payment for services only and did not otherwise sell
or issue any common stock for any other operating or investment activities during the year ended December 31, 2005.



In comparison for the year  ended December 31, 2004, we paid for operations through substantial loan contributions from related
parties. We had notes payable to related parties and shareholders of $1,014,994 and had other notes payable of $535,543 on December
31, 2004. We did not sell or issue any stock to provide for services rendered, consulting requirements and operating and investment
activities during the year ended December 31, 2004.



For the twelve-months ended December 31, 2004, we paid for operations through substantial loan contributions from related parties and our shareholders. New borrowings from related parties and shareholders of $872,903 were provided to the Company to assist in the payment of its related expenses. At December 31, 2004, we had notes payable to related parties of $815,675, loans payable to shareholders of $199,319 and other notes payable of $535,543. During 2004, we did issue 4,500,000 shares of common stock to certain employees and consultants as partial payment for past services only and did not otherwise sell or issue any common stock for any other operating or investment activities during the year then ended.



Significant Accounting Policies



Basis of Financial Statement Presentation



The Companys consolidated 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 has incurred $18,354,561 of net losses for the period of April 18, 1995 to December 31, 2005. The Companys continuation as a going concern is dependent upon its ability to obtain adequate financing. The Company has continued its financing efforts but there can be no guarantee that financing will be available as it is needed or that it will be adequate.



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Investments



The company was awarded shares in spun off subsidiaries that have been valued at the par value of the awarded shares. The Company has relied on measurements of value as provided by those in control of the spun off entities. The Company has estimated the fair value measurement of the investments to be reasonable and reliable. At present, there is no market for the investments. The Company has previously announced plans to redistribute the shares in the respective subsidiaries to its shareholders of record as of various dates. The actual value of investments may be greater or less than the amounts estimated and carried on the Companys books and records. As of December 31, 2005, the Company no longer feels that the transactions contemplated by any of the subsidiary spin offs can be completed as there appears to be a lack of any significant progress or developments suggesting otherwise. Accordingly, the
Company has written off the investments and receivables pursuant to each of the spun off entities.



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 discounted cash flows associated with the asset to the assets carrying amount to determine if a write down to market value or discounted cash flows is required. The Companys airline operating license and rights which is valued at $4,500,000 as of December 31, 2004 was subjected to such tests pursuant the completion of the Companys year end reporting. An appraisal by a qualified industry expert determined that the value of the license equaled or exceeded the amounts recorded on the Companys books. Despite this and as otherwise discussed in this report, the United Securities and Exchange Commission has challenged the carrying value of the Companys airline
operating licensing and rights. Pursuant to this challenge the Company has agreed to write down this asset and has done so as of the quarter and year ending December 31, 2005.



The Companys airline license is necessary for it to conduct operations. While there are, at present, no plans for the Company to sell its airline licensing and rights, the amount realized from such a sale may significantly differ from the amount currently carried on the Companys books and records.



The Company currently exists of the parent corporation and two primary subsidiaries. Eastern Caribbean Airlines Corporation of Puerto Rico began operations in 2005 and Viva Air Dominicana S.A. of The Dominican Republic has continued its stage development activities in preparation for the commencement of operations. Accordingly, management believes the above to be the only significant or critical accounting policies currently in effect.





14











ITEM 7. FINANCIAL STATEMENTS





VIVA INTERNATIONAL, INC.



CONSOLIDATED

FINANCIAL STATEMENTS



December 31, 2005



15











VIVA INTERNATIONAL, INC.INDEXPAGEINDEPENDENT AUDITORS REPORT
        
        
        
        
        
        F2CONSOLIDATED BALANCE SHEETS
        
        
        
        
        
        F3CONSOLIDATED STATEMENTS OF OPERATIONS
        
        
        
        F4CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
        
        F5CONSOLIDATED STATEMENTS OF CASH FLOWS
        
        
        
        F6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        
        
        
        F7-F18






KEMPISTY & COMPANYCERTIFIED PUBLIC ACCOUNTANTS, P.C.15 MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX (212) 513-1930REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBoard of DirectorsViva International, Inc.We have audited the accompanying consolidated balance sheet of Viva International, Inc. and subsidiary as of December 31, 2005 and the related statements of operations, changes in stockholders equity and cash flows for each of the years in the two 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 the standards of the Public Company Accounting Oversight Board (United States). 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 audits of the financial statements provide 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. and subsidiary at December 31, 2005 and the results of its operations and cash flows for each of the years in the two years then ended in conformity with U.S. generally accepted accounting principles.The annual financial statements for the year ended December 31, 2004 were subjected to a review by the United States Securities and Exchange Commission (SEC) during 2005 and 2006. This review was concluded in March of 2006 with the Company accepting the findings and recommendations of the SEC. As a result, the Company agreed to reduce the carrying value of the aviation licensing to its historical cost. Accordingly, the Company restated its December 31, 2004 consolidated financial statements and reduced the carrying value of the aviation licensing from $4,500,000 to $224,185.The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 2 to the consolidated financial statements, the Company had a net loss of $3,457,059 for the year ended December 31, 2005 and an accumulated deficit of $18,354,559.  These factors raise substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Kempisty & CompanyCertified Public Accountants PCNew York, New YorkMay 25, 2006






VIVA INTERNATIONAL, INC.CONSOLIDATED BALANCE SHEETDecember 31,ASSETS
        
        2005Current AssetsCash
        
        $
        3,844Accounts receivable (Note 4)
        
        
        6,476Employee advances
        
        
        140,986Prepaid expenses
        
        
        500Total Current Assets
        
        
        151,806Investments
        
        -Security deposit
        
        
        114,175Operating License
        
        
        224,185Other assets
        
        36,937Total Assets
        
        $
        527,103LIABILITIES AND CAPITALCurrent LiabilitiesAccounts payable and accrued expenses
        
        $
        2,634,620Payroll taxes payable
        
        
        54,501Notes payable
        
        
        535,543Notes payable-shareholders
        
        
        1,347,897Total Current Liabilities
        
        
        4,572,561Commitments and contingencies
        
        
        -Stockholders' EquityPreferred stock 25,000,000 shares authorized at$.001 par value; -0- shares outstanding atDecember 31, 2005
        
        
        -Common stock, 1,000,000,000 shares authorized at $.001par value; issued and outstanding 45,568,410 atDecember 31, 2004
        
        
        53,415Additional paid-in capital
        
        
        14,255,686Accumulated deficit
        
        
        (18,354,559)Stockholders' Equity
        
        
        (4,045,458)Total Liabilities and Capital
        
        $
        527,103See Notes to Financial Statements

F3






VIVA INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF OPERATIONSFor the Year EndedDecember 31,2005
        
        2004(Restated)Sales revenues
        
        
        
        
        
        $
        113,974
        $
        -Cost of sales
        
        
        
        
        
        
        328,959
        
        -Gross profit (loss)
        
        
        
        
        
        
        (214,985)
        
        -General and administrative expenses
        
        
        
        
        
        
        1,647,319
        
        628,285Compensation & services paid for in stock
        
        
        
        551,460
        
        540,000Interest expense
        
        
        
        
        
        
        146,024
        
        126,7132,344,803
        
        1,294,998Loss from operations
        
        
        
        
        
        
        (2,559,788)
        
        (1,294,998)Other income and expensesGain (loss) on sale of assets and subsidiary interests
        
        
        
        
        
        
        (897,333)
        
        933,094Interest income
        
        
        
        
        
        
        62
        
        -Net loss
        
        
        
        
        
        $
        (3,457,059)
        $
        (361,904)Net loss per common share
        
        
        
        
        
        $
        (0.07)
        $
        (0.02)Weighted average shares outstanding
        
        
        
        
        
        
        46,267,429
        
        21,829,045See Notes to Financial Statements.F4





VIVA INTERNATIONAL, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITYCommon Stock
        
        Preferred Stock
        
        Capital in($0.001 par value)
        
        ($0.001 par value)
        
        Excess ofShares
        
        Amount
        
        Shares
        
        Amount
        
        Par Value
        
        Deficit
        
        TotalBalance January 1, 2004
        5,965,144
        $
        5,965
        
        3,510,280
        $
        3,510
        $
        16,584,345
        
        (14,535,596)
        
        2,058,224Adjustment for operating license
        -
        
        -
        
        -
        
        -
        
        (4,275,815)
        
        -
        
        (4,275,815)Restated balance January 1, 2004
        5,965,144
        
        5,965
        
        3,510,280
        
        3,510
        
        12,308,530
        
        (14,535,596)
        
        (2,217,591)Common stock issued for:conversion of preferred stock
        35,102,800
        
        35,103
        
        (3,510,280)
        
        (3,510)
        
        (31,593)
        
        -
        
        -Common stock issued for:services
        4,500,000
        
        4,500
        
        -
        
        -
        
        535,500
        
        -
        
        540,000Expiration of common stockrescission rights
        -
        
        -
        
        -
        
        -
        
        61,250
        
        -
        
        61,250Rounding
        466
        
        1
        
        -
        
        -
        
        (2)
        
        -
        
        (1)Common shares to be issued tocorporate shareholders insubsidiaries sales and spin offs
        -
        
        -
        
        -
        
        -
        
        (497,333)
        
        -
        
        (497,333)Loss for year endedDecember 31, 2004
        -
        
        -
        
        -
        
        -
        
        -
        
        (361,904)
        
        (361,904)Balance December 31, 2004
        45,568,410
        $
        45,569
        
        -
        
        -
        
        12,376,352
        
        (14,897,500)
        
        (2,475,579)Common stock issued forservices
        2,946,000
        
        2,946
        
        -
        
        -
        
        548,514
        
        -
        
        551,460Common stock issued insettlement of  debt andaccrued interest
        4,900,000
        
        4,900
        
        -
        
        -
        
        833,489
        
        -
        
        838,389Common shares issued tocorporate shareholders insubsidiaries not sold or spin offs
        -
        
        -
        
        -
        
        -
        
        497,333
        
        -
        
        497,333Rounding
        
        
        
        
        -
        
        -
        
        (2)
        
        -
        
        (2)Loss for year endedDecember 31, 2005
        -
        
        -
        
        -
        
        -
        
        -
        
        (3,457,059)
        
        (3,457,059)Balance December 31, 2005
        53,414,410
        $
        53,415
        
        -
        $
        -
        $
        14,255,686
        $
        (18,354,559)
        $
        (4,045,458)
See Notes to Financial Statements

F5


VIVA INTERNATIONAL, INC.CONSOLIDATED STATEMENT OF CASH FLOWSFor the Year EndedDecember 31,2005
        
        2004(Restated)Operating ActivitiesNet loss from continuing operations
        
        
        
        
        
        $
        (3,457,059)
        
        (361,904)Adjustments to reconcile net loss to net cashused by operating activities:Common stock issued for services
        
        
        
        
        
        
        551,460
        
        540,000(Gain) or loss on the sale of subsidiaries
        
        
        
        497,333
        
        (933,094)Changes in operating assets and liabilities:(Increase) decrease in receivables
        
        
        
        
        
        
        378,601
        
        (44,596)(Increase) decrease in prepaid expenses and other assets
        
        
        
        
        
        
        (6,576)
        
        (30,863)Increase (decrease) in accounts payable and accrued expenses
        
        
        
        
        
        
        460,327
        
        374,023Increase (decrease) in taxes payable
        
        
        
        
        
        
        (4,040)
        
        (39,275)Net cash (used) by operating activities
        
        
        
        
        
        
        (1,579,954)
        
        (495,709)Investing ActivitiesSale and spin off of business, net
        
        
        
        
        
        
        497,333
        
        35,761Security deposit
        
        
        
        
        
        
        (96,975)
        
        50,800Net cash provided (used) by investing activities
        
        
        
        
        
        
        400,358
        
        86,561Financing ActivitiesLoans from related parties and shareholders
        
        
        
        
        
        
        1,171,292
        
        421,296Net cash provided by financing activities
        
        
        
        
        
        
        1,171,292
        
        421,296(Decrease) in cash
        
        
        
        
        
        
        (8,304)
        
        12,148Cash at beginning of period
        
        
        
        
        
        
        12,148
        
        -Cash at end of period
        
        
        
        
        
        $
        3,844
        $
        12,148Supplemental Disclosures of Cash Flow Information:Cash paid during year for:Interest
        
        
        
        
        
        $
        146,024
        $
        126,713Income taxes (benefits)
        
        
        
        
        
        $
        -
        $
        -




See Notes to Financial Statements.F6






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 1-
        RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS


The Companys previously issued financial statements were reviewed by the
United States Securities and Exchange Commission. During the course of the SEC
review a comments letter was issued that challenged the method used in
determining the carrying value of the aviation licensing rights and
certificates. The licensing rights were valued as of the date a stock exchange
was entered into with our predecessor public company (The Auxer Group) and have
been evaluated by recognized aviation authorities during the fiscal years ended
December 31, 2003 and 2004. These evaluations supported that from an economic
standpoint the licensing rights and certificates owned or controlled by the
Company had value equal to or in excess of the amounts carried on the
Companys books. While the Company was resistant to the SECs initial
recommendations that in essence required it to record a value that is derived
based upon historical costs and efforts it nonetheless agrees that the
restatement of the carrying value of its aviation licensing rights and
certificates is proper, fair and reasonable.


In the Companys opinion, licensing rights and certificates are temporary
assets and are considered to be intangible property. As such, the write down of
these temporary or intangible assets, even though the write down is significant
($4,275,815), will have very little effect on the Companys continuation or
its purpose to create even more value in these assets.

Note 2- ORGANIZATION AND OPERATIONS




Viva International, Inc. is comprised of its wholly owned subsidiaries: Viva Airlines, Inc., the Harvey Westbury Corporation (to January 9, 2003 the date it was spun off), Hardyston Distributors, Inc. (to December 31, 2004 the date it was spun off), CT Industries (to July 22, 2004 the date it was spun off), Universal Filtration Industries (to November 9, 2004 the date it was spun off) , Eastern Caribbean Airlines Corporation and its 49% owned Viva Air Dominicana S.A. collectively (the Company).


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.

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



On March 14, 2005, Viva International, Inc. reorganized as a Nevada corporation.






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.  On July 22, 2004, CT which had become inactive was spun off to Adventure Group Holdings which was subsequently replaced by The Legends Group Holdings. The spin off has not been completed and will likely not be undertaken due to a lack of capital by Legends Group and its owners.

F7






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005






Note 2-
        ORGANIZATION AND OPERATIONS (continued)


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.  On November 9, 2004, Universal Filtration which had become inactive was spun off to Carr Holdings, LLC. The spin off has not been completed and will likely not be undertaken due to a lack of capital by Carr Holdings, LLC and its members.


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.  Harvey Westbury was spun off to the Companys former Chairman and CEO on January 9, 2003.  This spin off has been completed and qualifying shareholders of our Company were able to become shareholders in Harvey Westbury Corp.


On April 22, 1999, the Company formed Hardyston Distributors, Inc. ("Hardyston"), d/b/a The Mechanics Depot, a Nevada corporation.  Based in northern New Jersey, Hardyston Distributors is an automotive parts distributor.  On December 31, 2004, Hardyston which has become inactive was spun off to Vox Communications, Inc. The spin off has not been completed and will likely not be undertaken due to a lack of capital by Vox Communications, Inc. and its shareholders.


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.


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.






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 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 at the time of agreement but held a letter of intent to acquire 49% of Queen Air and/or Aeronaves Queen, SA (a Dominican Republic air carrier) for $600,000.


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.

F8






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 2-
        ORGANIZATION AND OPERATIONS (continued)


The Viva Airlines, Inc. subsidiary is a development stage company that expects to provide passenger and cargo services to various destinations from commercial hubs in Santo Domingo, Dominican Republic and San Juan, Puerto Rico. The Company commenced operations during 2005 but these were generally small charter flights between San Juan and Santo Domingo, Dominican Republic. In 2006, the Company is planning on resuming operations with emphasis on developing a number of charter and scheduled service opportunities.


Note 3-
        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 $18,354,559 for the period from April 18, 1995 to December 31, 2005 and had limited operating revenues and loss of $3,457,059 for the year ended December 31, 2005, and a working capital deficiency of $4,420,755. These factors indicate that the Companys continuation as a going concern is dependent upon its ability to obtain adequate financing.


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 Industries, Inc., Universal Filtration Industries, Inc., Hardyston Distributors, Inc., Eastern Caribbean Airlines Corporation 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.  Diluted earnings (loss) per share is not presented since dilutive securities have an anti-dilutive effect.

Employee advances








The Company during 2005 and 2004 has been unable to pay its employees with any consistency due to its lack of regular cash flows and its undercapitalization. It has made certain payments to its employees in lieu of regular payroll as partial advances against earned wages. The Company expects that during 2006 it will begin operations and will begin to fund its obligations for previously earned payroll. Accordingly, the Company expects that it will recover the amounts advanced to employees as it makes payments against earned payroll.

F9






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 3-
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


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.

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



Stock based compensation




In December, 2004, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (SFAS) No. 123 (R), Share-Based Payment, which revises SFAS No. 123. SFAS No. 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense based on their fair value. Effective January 1, 2003, the Company adopted the fair value recognition provisions of SFAS No. 123. We plan to adopt SFAS No. 123 (R) effective July 1, 2005, using the modified prospective method and do not expect any impact on our results of operations or financial position.

Impairment Testing of Operating License






On September 29, 2004, the staff of the Securities and Exchange Commission (SEC) issued a Staff Announcement, Use of the Residual Method to Value Acquired Assets Other Than Goodwill, The Staff Announcement requires SEC registrants to adopt a direct value method of assigning value to intangible assets acquired in a business combination under SFAS No. 141, Business Combinations, effective for all acquisitions completed after September 29, 2004. Further, all intangible assets valued under the residual method prior to this adoption are required to be tested for impairment using a direct value method no later than the beginning of 2005. Any impairment of intangible assets recognized upon application of a direct value method by entities previously applying the residual
method should be reported as a cumulative effect of a change in accounting principle. Under this Staff Announcement, the reclassification of recorded balances between goodwill and intangible assets prior to the adoption of this Staff Announcement is prohibited.


The valuation and analyses prepared in connection with the adoption of a direct value method effective January 1, 2005 resulted in no adjustment to the carrying value of the Company's licensing, and accordingly, has no effect on our result of operations and financial position.

F10






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 3-
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Variable interest entities




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 adoption of this interpretation does not 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 adoption of this interpretation does not have a material impact on its financial statements.


Note 4-
        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 written down by $299,159.


The Company has not operated the switching equipment at any time during the years ended December 31, 2005 and 2004.  Since the Company has defaulted on the underlying equipment indebtedness to Colbie, it is presumed that Colbie has taken possession of the asset as there has been no indication to the contrary. It is . unlikely that the Company will seek to recover the asset pursuant to its attempts to negotiate a settlement with Colbie. Accordingly, the Company has removed the asset from its books and records. The assets basis, at time of removal from the books, was $249,334. In addition, the accumulated depreciation of the asset to the date the asset was removed from the books was $249,334. Accordingly, no gain or loss was recognized in the financial statements as a result of the
Companys adjustment.

F11






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 4-
        ACQUISITIONS (continued)

Acquisition of minority interest in Dominican Republic Corporation




On May 15, 2003, the Company, by and through its officers and directors, acquired a 49% interest in a Dominican Republic corporation that subsequently received name approval to be known as Viva Air Dominicana S.A. Under Dominican law foreign ownership in a domestic corporation is limited to 49%. To accommodate the acquisition of the shares in the corporation, Robert Scott (Chairman/CFO) and Syed A. Hasan (CEO/President) were designated as incorporators and each acquired 24 1⁄2% of the outstanding common stock. Subsequently, Messrs. Scott and Hasan assigned their respective interests in Viva Air Dominicana to Viva International, Inc. The Companys investment in the initial acquisition was limited to the payment of various legal and filing fees and is estimated to have been less than
$5,000. Viva Air Dominicana S.A. was formed to apply for and to hold the airline operating certificate that will ultimately allow the Company to begin its airline operations.


Since 2003, the Company has supported the development of various infrastructures within the Dominican Republic, has relocated employees to establish an office and presence as well as to interface with various governmental and commercial entities pursuant to the Companys plan to obtain the airline operating certificate. Accordingly, the Company through Viva Air Dominicana is expected to receive all necessary governmental approvals to begin final preparations for the start of its airline operations.


Note 5-
        ACCOUNTS RECEIVABLE


At December 31, 2005, the Company has written off all calculated benefits and accounts receivable that were recognized in connection with various agreements that provided for our inactive subsidiaries to be absorbed by private holding companies that were planning to go public. In each instance, the parties were financially unable to pay for the cost of taking their enterprises public and over time began to show less interest in absorbing the Company subsidiary.


As a consequence, the Company is likely to dissolve our inactive subsidiaries rather than pursue an opportunity to sell or spin off these shells to other prospective entrepreneurs or investors.

F12






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 6-
        ACCOUNTS PAYABLE AND ACCRUED EXPENSES


Accounts payable and accrued expenses consist of the following as of December 31, 2005:


December 31,2005Accounts payable trade
        
        
        
        
        $
        533,663Customer deposits
        
        
        
        
        
        
        30,000Accrued salaries
        
        
        
        
        
        
        
        1,106,635Accrued expenses
        
        
        
        
        
        
        728,598Accrued interest
        
        
        
        
        
        
        
        290,225$
        2,689,121


Note 7-
        DEBT

Notes payable-Shareholders



8% Demand Notes payable-Shareholders consist of following as of December 31, 2005




December 31,2005Chesscom Consultants, Inc.
        
        
        
        
        $
        718,501WS Holdings
        
        
        
        
        
        
        
        201,813Thomas Jolitz
        
        
        
        
        
        
        
        122,181The ECJ Holdings Trust
        
        
        
        
        
        82,863Fiesta Airline Holdings
        
        
        
        
        
        95,557Joan Jolitz
        
        
        
        
        
        
        
        31,872Robert Scott
        
        
        
        
        
        
        
        32,700ASZ Capital
        
        
        
        
        
        
        
        62,410$
        1,347,897


At December 31, 2004, Fiesta Airline Holdings was considered a related party but did not own shares in the Company.  The Company owed Fiesta $815,675 at December 31, 2004.  During 2005, the Company issued shares of its common stock to Fiesta to reduce the amount of underlying indebtedness.  Accordingly, upon issuance of the common shares to Fiesta the indebtedness to them became a note payable to shareholder.

F13






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 7-
        DEBT (continued)

Notes payable



Notes payable consists of following as of December 31, 2005:




2005Notes payable to Merchant Financial Corp. (see above)
        
        
        $
        -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.)535,523535,523Less current maturities
        
        
        
        
        
        
        (535,523)Long Term Debt
        
        
        
        
        
        $
        -


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, 2005, 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. During 2005, the valuation allowance reduced by
$1,738,000.


The Company has net operating loss carry forwards for income tax purposes of approximately $18,500,000 at December 31, 2005, and $14,900,000 at December 31, 2004.  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%.F14






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 8-
        INCOME TAXES (continued)


December 31,Deferred tax asset:
        
        
        
        
        
        
        2005Net operating loss carry forward
        
        
        
        
        $
        7,400,000Valuation allowance
        
        
        
        
        
        
        (7,400,000)Net deferred tax assets
        
        
        
        
        $
        -


The Company recognized no income tax benefit for the loss generated for the periods through December 31, 2005.


Statement on Financial Accounting Standards ("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, 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 in the financial statements.


Financial instruments that potentially subject the Company to credit risk consist principally of accounts receivable.


Note 10-
        COMMITMENTS AND CONTINGENCIES

Leases




The Company rents airport hangar office space and storage on a month to month basis at the airport in San Juan, Puerto Rico. The Company began renting this space in December of 2004 and paid $9,250 in rents in 2004, and $111,000 in 2005.


The Company rents office space in Michigan on a month to month basis at the rate of $1,475 per month. The office rental began in January 2005 and accordingly, $17,700 were paid for rent during 2005.

There are no long term lease commitments in effect at December 31, 2005.






Litigation




On September 30, 2005, Ivan Figueroa Jimenez, et al files complaint against the Company's subsidiary, Eastern Caribbean Airlines, Inc. and claimed to have suffered damages in the amount of $5,000,000.00 as a result of the alleged breach an agreement entered with the defendants.  The discovery in the case has not yet commenced, inasmuch as plaintiffs' counsel withdrew his client's legal representation on April 7, 2006, the request was granted on April 27, 2006, and plaintiffs were ordered to appear with new counsel by May 20, 2006.

F15






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 10-
        COMMITMENTS AND CONTINGENCIES  (continued)


On February 21, 2006, Mr. Francisco J. Sepulveda filed a charge of discrimination against the Company before the Equal Employment Opportunity Commission ("EEOC") for discrimination on the basis of national origin and relation, in violation of Title VII of the Civil Rights Act.  The matter is still under investigation by the EEOC and the Company is denying any liability.


On September 14, 2005, Ms. Zandra G. Fox-Gascott file a charge of discrimination against the Company before the Equal Employment Opportunity Commission ("EEPOC") for discrimination on the basis of national origin and sex, in violation of Title VII of the Civil Rights Act.The matter is still under investigation by the EEOC and the Company is denying any liability.


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 number of shares available for issuance under the Plan is twenty five million shares which has been reduced to 31, 250 shares as a result of the Companys reverse stock split. 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.

At December 31, 2005, there are no stock options outstanding.




The Company accounts for its plan under Accounting Principles Board (APB) Statement No. 25 (Accounting for Stock Issued to Employees). Accordingly, compensation 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.


The Company plans to adopt SFAS No. 123 (R) (Share based payment) that become effective July 1, 2005 and requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense based upon their fair value.


The pro forma net income impact under FASB No. 123 (Accounting of Stock-Based Compensation) and under SFAS No, 123 (R) is not material.F16






VIVA INTERNATIONAL, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



DECEMBER 31, 2005




Note 13-
        STOCKHOLDERS' EQUITY

Preferred stock




The preferred stock is convertible at any time, at the holders option, into shares of the Companys common stock at the rate of ten shares of common stock for each share of preferred stock.  Accordingly, at December 31, 2005, there are no shares of preferred stock outstanding.

Common stock




During the second quarter of 2004, the Company issued 35,102,800 shares of common stock for the conversion of 3,510,280 shares of class A preferred stock.


During the fourth quarter of 2004, the Company issued 4,500,000 shares of common stock to its employees and consultants in partial settlement for amounts owed. This market value at the date of issuance was $540,000 (12 cents per share).


During February and October 2005, respectively,  the Company issued 135,000 and 2,811,000 shares of common stock to consultants for services received. This market value of the stocks issued at the respective dates of issuances was amounted to $540,000  totally.


During the second quarter of 2005, the Company issued 4,900,000 shares of common stock to creditor to settle debt and accrued interested, totally $838,389.


Note 14-
        SCOOL TRAVELS AGREEMENT


On February 9, 2005, Viva International, Inc. by and through its newly formed Puerto Rican subsidiary, Eastern Caribbean
Airlines Corporation (corporate charter approved on March 18, 2005) entered into a purchase option/joint venture agreement with
Cool Travels, Inc. d/b/a San Juan Aviation. Under the terms of the agreement, Eastern Caribbean Airlines Corporation gains
immediate control of the airline charter operation of Cool Travels, Inc. in exchange for the assumption of approximately
$300,000 in underlying indebtedness. All debts are subject to audit verification. The purchase price gives the Company and its
subsidiary immediate access to all licensing rights, utilization of any and all aviation equipment, control of the files, data
base, customer lists, goodwill and any and all other related assets.






At December 31, 2005, Eastern Caribbean Airlines Corporation has obtained its own airline operating license (Charter license FAA 135)
and terminated its agreement with Cool Travels, Inc. d/b/a San Juan Aviation. As a result, Eastern Caribbean Airlines Corporation has
reduced its obligation to assume $300,000 in debts to amounts paid during the period governed by the combined operations of Eastern
Caribbean Airlines and Cool Travels, Inc. Since Eastern has acquired its own airline operating license, it has allowed for the return
of the Cool Travels, Inc. license to the corporation and its owners. The Company is currently in litigation relating to this
agreement.

F17









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



No changes.



ITEM 8A. CONTROLS AND PROCEDURES




The Company's Chief Executive Officer and Principal Financial Officer has reviewed the Company's disclosure controls and procedures
as of the end of the period covered by this report. Based upon this review, such officer believes that the Company's disclosure
controls and procedures are effective in timely alerting him to material information required to be included in this report.  There
have been no significant changes in internal control over financial reporting that occurred during the fiscal year covered by this
report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial
reporting.




ITEM 8B. OTHER INFORMATION



None.





16











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, 2005, are set forth below.






Our directors and officers as of April 18, 2006, 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
        PositionRobert J. Scott
        57
        Chief Executive Officer, Chief Financial Officer and DirectorRudy Dominguez
        47
        Chief Operating Officer , President And DirectorE. Thomas Septembre
        59
        Vice President of Administration, In house counsel

Robert J. Scott currently serves as Chief Executive Officer, Chief Financial Officer, Chairman, Secretary and Treasurer of the
Company.  Mr. Scott has served as a director and Chief Financial Officer since January 2003.  From January 2003 through August 2003
and from February 2004 through July 2004, he served as Chief Executive Officer.   Since March 9, 2006, he has also been Chief
Executive Officer following the resignation of Syed Hasan who resigned as the Chief Executive Officer and President on such date.
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.  Mr. Scott has operated a consulting firm since 1990 specializing in tax, accounting, financial and management consulting.  In 1971,
Mr. Scott received his Bachelor of Science degree in Business Administration from Michigan Technological University.



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.



Mr. Scott has operated a consulting firm since 1990 specializing in tax, accounting, financial and management consulting.



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







17











Rudolpho Dominguez was appointed to the Companys Board of Directors on July 15, 2004. Prior to this Mr. Dominguez was named President and Chief Operating Officer of our subsidiary, Viva Airlines, Inc. during 2003 and in 2004 accepted appointment as the Chief Operating Officer of Viva International, Inc. On March 9, 2006, Mr. Dominguez assumed the roll of President filling the vacancy created by the resignation of Syed Hasan.



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, Mr. Dominguez 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.



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.



AUDIT COMMITTEE FINANCIAL EXPERT



We do not have an audit committee financial expert, as such term is defined in Item 401(e) of Regulation S-B, serving on our audit
committee because we  have no audit committee and are not required to have an audit committee because we are  not a listed security.



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers, and persons who own more than 10% of the
Company's equity securities to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, Directors and greater than
10% stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. To the best of the Company's
knowledge, none of the directors, executive officers or 10% stockholders have
complied with all Section 16(a) filing requirements applicable to them during
the Company's fiscal year end December 31, 2005. However, and although such
filings have not been completed prior to filing this Form 10-KSB, the Company
believes such persons intend to prepare and file such reports and intend to make
all requisite Exchange Act filings as promptly as possible.




CODE OF ETHICS



The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to its employees to help ensure compliance with
legal requirements, Sarbanes-Oxley Act, and the Company's standards of business conduct.  A copy of the Code of Business Conduct and
Ethics will be provided to any person without charge upon written request to the Company at its executive offices, 954 Business Park
Drive, Suite #4, Traverse City, MI 49686.



We have not filed a Form 5 for our fiscal year ended December 31, 2005.



ITEM 10. EXECUTIVE COMPENSATION



The following information relates to compensation received by our Chief

Executive Officer in 2005, and to our executive officers who were serving as of December 31, 2005, whose salary and bonus during fiscal 2004 exceeded $100,000 or we determine that disclosure should be made.





18











Summary Compensation Table




Name & Principal Position
        Year
        SalaryRobert J. Scott
        2005
        $225,000Chief FinancialOfficer, Secretaryand Treasurer,Chief Executive Officerand President during theperiod of February, 2004through July 15, 2004Syed Hasan
        2005
        $160,000Chief Executive Officeand President as ofJuly 15, 2004,Vice President of SalesAnd Marketing

The Company issued common stock of 1,000,000 shares to each of the above officers on December 7, 2004 and accordingly, $120,000 of liability for services past and present was retired for each employee. As of December 31, 2004, Mr. Scott is owed $225,000 for 2005 and 2004 and has remaining amounts due for services of $95,950 from 2003, Mr. Hasan resigned his positions with the Company on March 9, 2006 and pursuant to that resignation the amounts remaining unpaid are subject to a re-determination. The Company estimates that Mr. Hasan will be entitled to $50,000 or less upon settlement. Mr. Scott has not been paid during the period of December 31, 2005 through April 18, 2006.



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, 2005, 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.





19









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 18, 2006, 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 18, 2005, there are 60,859,300 shares of common stock outstanding and -0- shares of preferred stock outstanding.



Class of Security- Common Stock






Name of Beneficial
Identity of Group
        Number of Shares of
Common Stock
Beneficially Owned
        % of Beneficial
Ownership(i):ECJ Holdings Trust
10127 E. Grand View Court
Traverse City, MI. 49686
        9,299,601
        15.3%(ii):Robert J. Scott
        1,051,250
        1.7%954 Business Park DriveTraverse City, MI. 49686(iii):All Executive Officers and Directors
        1,051,250
        1.7%as a Group (2 persons)

Class of Security-# of Preferred Shares

Convertible to common at 10 for 1





20











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



No shares are outstanding at 12/31/05 or 4/18/06.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



ECJ Holdings Trust is an irrevocable trust created in April, 2004 by the Companys former President& CEO to hold shares of the Company. The shares previously held in a preferred stock certificate and were converted into common shares during 2004. The ECJ Holdings Trust liquidated approximately 400,000 of shares during 2005 and 2004. By the mutual agreement of the Trustee and various taxing authorities, the Trust has allocated the majority of the liquidation proceeds to pay certain payroll tax liabilities for which the former President & CEO may have been held personally responsible. The Company has issued a promissory note bearing 8% interest to the Trust for the payroll tax liabilities that were paid.



ITEM 13. EXHIBITS.



31.1
     Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14   and
15d-14 of the Exchange Act)31.2
     Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    (Rules   13a-14  and 15d-14 of the Exchange Act)
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)32.1
     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



(1) Audit Fees



The aggregate fees billed for professional services rendered for the fiscal year 2005 by Kempisty & Company, CPAs, P.C. for the audit of Viva International, Inc.s annual financial statements and review of financial statements included in Viva International, Inc.s forms 10QSB was $30.000.



The aggregate fees billed for professional services rendered for the fiscal year 2004 by Kempisty & Company, CPAs, P.C. for the audit of Viva International, Inc.s annual financial statements and review of financial statements included in Viva International, Inc.s forms 10QSB was $26,000.



(2) Audit-Related Fees



The aggregate fees billed for professional services rendered for the fiscal year 2005 by Kempisty & Company, CPAs, P.C. for assurance and related services that are reasonably related to the performance of the audit or the review of Viva International, Inc.s financial statements and are not reported in item 14(1) above was $0.00.



The aggregate fees billed for professional services rendered for the fiscal year 2004 by Kempisty & Company, CPAs, P.C. for assurance and related services that are reasonably related to the performance of the audit or the review of Viva International, Inc.s financial statements and are not reported in item 14(1) above was $0.00.





21











(3) Tax Fees



The aggregate fees billed for professional services rendered for the fiscal year 2005 by Kempisty & Company, CPAs, P.C. for tax compliance, tax advise, and tax planning was $-0-.



The aggregate fees billed for professional services rendered for the fiscal year 2004 by Kempisty & Company, CPAs, P.C. for tax compliance, tax advise, and tax planning was $-0-.



(4) All Other Fees



The aggregate fees billed for professional services rendered for the fiscal year 2005 by Kempisty & Company, CPAs, P.C. not otherwise disclosed in Items 14(1)-(3) above was $0.00.



The aggregate fees billed for professional services rendered for the fiscal year 2004 by Kempisty & Company, CPAs, P.C. not otherwise disclosed in Items 14(1)-(3) above was $0.00.



(5) Audit Committee Approvals



(i) Audit Committee Pre-Approval Policies and Procedures



(ii) The Audit Committee approved 100% of the fees billed for Audit-Related Fees, Tax Fees, and All Other Fees pursuant to the Pre-Approval Policies set forth above.



(6) Not Applicable.





22











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. ScottRobert J. ScottChief Executive Officer
Chief Financial Officerand Director

Dated: May 24, 2006



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,
Chief Financial Officer,
Chairman and Director
(Principal Executive Officer and
Principal Financial Officer)
        May 24, 2006

/s/Rudolpho Dominguez
        President, Chief Operating Officer
and Director
        May 24, 2006





23