U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended September 30, 2005

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                        Commission File Number 000-30440

                            VIVA INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


      NEVADA                                          22-3537927
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                             954 Business Park Drive
                             Traverse City, MI 49686
                    (Address of Principal Executive Offices)

                                 (231) 946-4343 (Issuer's telephone number)


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ].

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 50,603,410 shares of common
stock, $0.001 par value, as of November 18, 2005.



================================================================================




<PAGE>



                            VIVA INTERNATIONAL, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED September 30, 2005

                                TABLE OF CONTENTS


PART I.      CONDENSED CONSOLIDATED FINANCIAL INFORMATION


<TABLE>
<CAPTION>

                                                                                                Page
                                                                                                ----

Item 1.         Condensed Consolidated Financial Statements

<S>             <C>                                                                             <C>
                Condensed Consolidated Balance Sheets
                     September 30, 2005                                                         3

                Condensed Consolidated Statements of Operations
                     Three and nine months ended September 30, 2005 and 2004                    4

                Condensed Consolidated Statements of Cash Flows
                     Nine months ended September 30, 2005 and 2004                              5
                Notes to Condensed Consolidated Financial Statements                            6-7

Item 2.         Management's Discussion and Analysis of Financial Condition and
                     Results of Operations                                                      8-16

</TABLE>

PART II.     OTHER INFORMATION

Item 1.         Legal Proceedings

Item 2.         Changes in securities

Item 3.         Defaults upon Senior Securities

Item 4.         Submission of Matters to a Vote of Security Holders

Item 5.         Other Information

Item 6.         Exhibits and reports of Form 8-K. None

                Signatures


                                       1




<PAGE>


                                     PART I


                              FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

The consolidated financial statements of Viva International, Inc. and
subsidiaries (collectively, the "Company"), included herein were prepared,
without audit, pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America were condensed or omitted pursuant to such rules
and regulations, these financial statements should be read in conjunction with
the financial statements and notes thereto included in the audited financial
statements of the Company as included in the Company's Form 10-KSB for the year
ended December 31, 2004.



                                       2




<PAGE>

                            VIVA INTERNATIONAL, INC.

                                  CONSOLIDATED
                              FINANCIAL STATEMENTS

                               September 30, 2005




<PAGE>
<TABLE>

                            VIVA INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET
<CAPTION>

                                                                 September 30,
                                                                      2005
                                                               -------------------
           ASSETS                                                  (unaudited)
 Current Assets
<S>                                                           <C>
      Cash                                                    $            13,312
      Accounts receivable                                                 106,476
      Employee advances                                                   196,106
        Inventories                                                         5,369
        Prepaid expenses                                                   18,500
                                                               -------------------
           Total Current Assets                                           339,763
 Fixed Assets, net of depreciation                                         15,490

      Investments                                                         410,694
      Security deposit                                                    114,175
      Operating License                                                 4,804,812
      Other assets                                                         12,560
                                                               -------------------
           Total Assets                                                 5,697,494
                                                               ===================

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities
      Accounts payable and accrued expenses                   $         2,525,791
     Taxes payable                                                         36,402
      Stock dividend payable                                              410,694
      Notes payable                                                       681,908
      Notes payable to related party                                       91,557
      Notes payable-shareholders                                        1,097,900
                                                               -------------------
           Total Current Liabilities                                    4,844,252

 Commitments and contingencies

 Stockholders' Equity
   Preferred stock 25,000,000 shares authorized at
     $.001 par value; -0- shares outstanding at
     September 30, 2005                                                         -
   Common stock, 1,000,000,000 shares authorized at $.001
     par value; issued and outstanding 50,603,410 at
    September 30, 2005                                                     50,604
 Additional paid-in capital                                            18,017,954
 Accumulated deficit                                                  (16,804,622)
 Shares to be issued-subsidiary sales & spin offs                        (410,694)
                                                               -------------------
           Stockholders' Equity                                           853,242
                                                               -------------------
           Total Liabilities and Stockholder's Equity         $         5,697,494
                                                               ===================

</TABLE>

                        See Notes to Financial Statements

                                       3

<PAGE>


<TABLE>

                            VIVA INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>


                               For Three Months Ended September 30             For Nine Months Ended September 30,
                                    2005                    2004                    2005                    2004
                              ------------------      ------------------      ------------------      ------------------
                                 (unaudited)               (unaudited)             (unaudited)           (unaudited)
<S>                         <C>                     <C>                       <C>                     <C>
Sales revenues              $            76,127     $                 -       $          97,923       $               -

Cost of sales                           162,827                       -                 270,610                       -
                              ------------------      ------------------      ------------------      ------------------

Gross profit (loss)                     (86,700)                      -                (172,687)                      -
                              ------------------      ------------------      ------------------      ------------------


General and administrative              351,944                 229,591               1,238,069                 769,572
Interest expense                         34,476                  26,955                 109,783                  65,040
                              ------------------      ------------------      ------------------      ------------------
                                        386,420                 256,546               1,347,852                 834,612
                              ------------------      ------------------      ------------------      ------------------

                                       (473,120)               (256,546)             (1,520,539)               (834,612)
Other income and expenses
nterest income                               47                       -                      57                       -
Losses from writedown of
ssets pursuant to spin-offs                                           -                (386,639)                      -
                              ------------------      ------------------      ------------------      ------------------

Net loss                    $          (473,073)    $          (256,546)      $      (1,907,121)      $        (834,632)
                              ==================      ==================      ==================      ==================


Net loss per common share   $             (0.01)    $            ($0.01)      $          ($0.04)      $          ($0.03)
                              ==================      ==================      ==================      ==================

Weighted average shares              50,070,801              41,067,944              47,146,029              30,267,082
                              ==================      ==================      ==================      ==================
outstanding

</TABLE>

                       See Notes to Financial Statements.

                                       4

<PAGE>


<TABLE>

                            VIVA INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                   Nine Months Ended September 30,
                                                                         2005          2004
                                                                         ----          ----
        Operating Activities                                         (unaudited)    (unaudited)
       ----------------------
<S>                                                                 <C>              <C>
   Net loss from continuing operations ........................     $(1,907,121)     $  (834,612)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
     Depreciation .............................................           1,854             --
     Common stock issued for advertising & promotion ..........          35,100             --
    (Gain) or loss adjustment on sale of subsidiaries .........         386,639             --
     Roundings ................................................              (1)              (1)

   Changes in operating assets and liabilities:
   (Increase) decrease in receivables .........................          (6,476)          81,468
   (Increase) decrease in inventory ...........................          (5,369)            --
   (Increase) decrease in prepaid expenses and other assets ...         (70,240)            --
   Increase (decrease) in accounts payable and accrued expenses         631,501          510,933
   Increase (decrease) in taxes payable .......................         (27,639)            --
                                                                    -----------      -----------


   Net cash (used) by operating activities ....................        (961,752)        (242,212)

Investing Activities
   Acquisition of fixed assets ................................         (17,344)            --
   Security deposit ...........................................         (75,660)            --
                                                                    -----------      -----------

   Net cash provided (used) by investing activities ...........         (93,004)            --

Financing Activities
   Payment of bank loan .......................................          (1,890)            --
   Payments on short and long-term debt .......................          (7,627)            --
   Short-term borrowings ......................................           2,001           19,900
   Notes payable related parties and shareholders .............       1,063,436          222,312
                                                                    -----------      -----------
   Net cash provided by financing activities ..................       1,055,920          242,212
   (Decrease) in cash .........................................           1,164             --
   Cash at beginning of period ................................          12,148             --
                                                                    -----------      -----------
   Cash at end of period ......................................     $    13,312      $      --
                                                                    ===========      ===========

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

</TABLE>


                       See Notes to Financial Statements.
                                      5

<PAGE>

                              VIVA INTERNATIONAL, INC.
                        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 SEPTEMBER 30, 2005



Note 1-   The accompanying consolidated financial statements contain all
          adjustments necessary to present fairly the financial position of Viva
          International,  Inc. and subsidiaries (collectively, the "Company") as
          of September 30,2005 and their results of operations and the statement
          of cash flows for the three and nine  month  periods  ended  September
          30,2005 and 2004.  Results of operations  for the three and nine month
          periods  ended June 30,  2005 are not  necessarily  indicative  of the
          results that may be expected for the year ending December 31,2005. All
          material  inter-company balances and transactions have been eliminated
          in consolidation.

Note 2-   Basic earnings (loss) per common share ("EPS") is computed as net
          earnings (loss) divided by the weighted-average number of common
          shares outstanding for the period. Diluted EPS representing the
          potential dilution that could occur from common shares issuable
          through stock-based compensation including stock options, restricted
          stock awards, warrants and other convertible securities is not
          presented for the three month periods ended June 30, 2005 and 2004
          since there was no dilutive effect of potential common shares.

Note 3-   Through September 30, 2005, payments of $196,106 have been paid to
          employees of the Company as advances against earned compensation. The
          Company has accrued compensation expense due to the employees as
          earned.

Note 4-   At June 23, 2004, The Company authorized the conversion of all the
          outstanding preferred stock outstanding to common stock as a result of
          requests of the individual preferred shareholders. Shares were
          converted at the ratio of 1 share of preferred stock to 10 shares of
          common.

Note 5-   At July 22, 2004, the Company agreed to sell CT Industries, its wholly
          owned  subsidiary to Adventure  Group Holdings which was  subsequently
          replaced by The Legends Group  Holdings.  The Legends Group has agreed
          to assume up to $250,000 in  liabilities,  absorb any and all costs of
          conducting  its  business  affairs  as a  public  entity  and to issue
          41,068,410 shares of its common stock to the Company.  The Company has
          authorized  that the shares it will receive will be distributed to the
          Company's existing shareholders of record as of August 13, 2004. As of
          June 30,  2005 and August 19,  2005 this  agreement  remains in force.
          However,  management  is concerned  that The Legends  Group may not be
          able to complete the agreement and that CT Industries will be returned
          to the Company. Accordingly, management has elected to reserve against
          the potential  losses that would arise from a failure to complete this
          agreement.

Note 6-   At November 16, 2004, the Company announced that it had agreed to
          the sale/spin off of its wholly owned subsidiary, Universal
          Filtration, Inc., to Carr Holdings, LLC. Pursuant to the agreement,
          Carr Holdings, LLC agrees to assume up to $100,000 in liabilities,
          absorb any and all costs of conducting its business affairs as a
          public entity and to issue 41,068,410 shares of its common stock to
          the Company. The Company has authorized that the shares it will
          receive will be distributed to the Company's existing shareholders of
          record as of November 20,2004. As of June 30, 2005 and August 19, 2005
          this agreement remains in force. Management is satisfied that Carr
          Holdings, LLC is performing to the agreement as intended and that the
          agreement will be completed as intended.

                                       6

<PAGE>

Note 7-   At December 31, 2004, the Company announced that it has agreed to the
          sale/spin off of its wholly owned subsidiary,  Hardyston Distributors,
          Inc.  to Vox  Communications,  Inc.  Pursuant  to the  agreement,  Vox
          Communications,  Inc.  agrees to assume up to $50,000 in  liabilities,
          absorb  any and all costs of  conduction  its  business  affairs  as a
          public  entity and to issue  45,568,410  shares of its common stock to
          the  Company.  The  Company  has  authorized  that the  shares it will
          receive will be distributed to the Company's existing  shareholders of
          record as of March 15,  2005.  As of June 30, 2005 and August 19, 2005
          this agreement remains in force. However, management is concerned that
          Vox Communications may not be able to complete this agreement and that
          Hardyston  Distributors,   Inc.  will  be  returned  to  the  Company.
          Accordingly,  management  has  elected  to reserve  against  potential
          losses that would arise from a failure to complete this agreement

Note 8-   On February 9, 2005, the Company formed Eastern Caribbean Airlines
          Corporation under the laws of Puerto Rico and was granted corporate
          charter approval on March 18, 2005.

          Additionally, on February 9, 2005, Eastern Caribbean entered into a
          purchase agreement with Cool Tours, Inc. d/b/a San Juan Aviation. The
          agreement provided immediate access and control over all licensing
          rights, utilization of aviation equipment, control of files, data
          base, customer lists, goodwill and any and all other related assets.
          The Company and Eastern Caribbean have assumed $304,812 of
          indebtedness as total consideration for this transaction.

Note 9-   At June 30, 2005 and at September 30, 2005 management has determined
          that certain  existing  agreements  that  provided for the sale of its
          subsidiaries,  CT Industries,  Inc. and Hardyston Distributors,  Inc.,
          have a reasonable probability of failing to be completed. Accordingly,
          management has written off it's recorded investments position in these
          agreements and made appropriate  reserves against any receivables that
          were  consideration  in these  agreements.  The resulting  adjustments
          caused the  recognition of $386,639 of losses during the quarter ended
          June 30,  2005 and is  reflected  in the  consolidated  statements  of
          operations for the nine months ended September 30, 2005.

Note 10-  On June 25, 2005, the Company's Board of Directors authorized the
          issuance of 4.9 million shares of its common stock in retirement of
          $735,092 of debt and $103,297 of accrued interest. The shares were
          subsequently issued on July 11, 2005.

Note 11-  On October 7, 2005, the Company entered into an irrevocable letter
          of intent to acquire 100% of the common shares and all other equity in
          RegionsAir, Inc of Symrna, Tennessee. To facilitate the acquisition of
          RegionsAir, the Company will issue $6 million of convertible
          debentures to the existing owners of RegionsAir. RegionsAir is a
          private domestic air carrier that has been in existence since 1997 and
          generated in excess of $20 million in annual gross revenues during
          2004. Formal closing of this transaction which was originally
          scheduled for November 15, 2005 has been temporarily delayed to allow
          for a final review by the respective attorneys for the parties to the
          agreement.




                                        7

<PAGE>



Item 2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
--------------------------------------------------------------------------------

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

Viva International, Inc. is a holding company that consists of (2) two wholly
owned subsidiaries: Viva Airlines, Inc. and Eastern Caribbean Airlines
Corporation and a 49% controlling interest in Viva Air Dominicana, S.A.
Previously owned subsidiaries, CT Industries, Inc., Hardyston Distributors, Inc.
(doing business as The Mechanics Depot), Universal Filtration Industries, Inc.
and Harvey Westbury Corp. have been sold and spun off. However, management now
believes that the sale and subsequent spin off of CT Industries, and Hardyston
Distributors, Inc. have a high degree of uncertainty of being completed as
intended and provided in the agreements that were entered into with Legends
Group Holdings (previously Adventure Group Holdings) and Vox Communications,
Inc. Accordingly, at June 30, 2005, management has recognized losses of $386,639
resulting from this uncertainty. The Company despite its concerns believes the
contracts are still valid and will press for a resolution of all issues governed
by the contracts and will declare a default unless substantive efforts are made
that indicate the contracts can be completed. Any declaration of default will
result in the return of the subsidiaries to the Company. The Company has no
intention of resuming operations within these subsidiaries if they should be
received pursuant to a declaration of default.

Viva Airlines, Inc. and Viva Air Dominicana, S.A. are development stage
companies that will provide passenger and cargo services to various destinations
from a commercial hub in Santo Domingo, Dominican Republic. Eastern Caribbean
Airlines Corporation is based in Puerto Rico and has recently acquired Cool
Tours, Inc. d/b/a San Juan Aviation. As a result of the acquisition of Cool
Tours, Inc., Eastern is operating as a provider or chartered airline services.
Eastern will maintain a commercial hub in Puerto Rico.

The Company has entered into an irrevocable letter of intent to acquire 100% of
the equity in RegionsAir, Inc. of Smyrna, Tennessee. RegionsAir is a U.S. based
air carrier in good standing and possesses a FAA 129 license. RegionsAir
currently operates various U. S. based air traffic routes and currently
generates annual revenues in excess of $20 million annually. Management intends
to continue to operate RegsionsAir and their existing routes and envisions
expanding the capability of RegionsAir to assist it in its development of its
Caribbean based subsidiaries.


Results of Operations for the Three and Nine Months Ended September 30, 2005 and
2004.

Viva International, Inc. had sales of $76,127 for the three months ended
September 30, 2005 as compared to sales of $0 for the three months ended
September 30, 2004. The Company had sales of $97,923 for the nine months ended
September 30, 2005 as compared to sales of $0 for the nine months ended
September 30, 2004. The acquisition of Cool Tours, Inc. through Eastern
Caribbean Airlines, Inc. the Company's wholly owned subsidiary, resulted in
sales activity from charter flights in 2005. The Company and its subsidiaries
were in a stage of development during 2004 and consequently they had not begun
operations.

                                       8
<PAGE>

Viva International, Inc. had net losses of $473,073 for the three months ended
September 30, 2005 as compared to net losses of $256,546 for the three months
ended September 30,2004. The Company had losses of $1,907,121 for the six months
ended September 30, 2005 as compared to losses of $834,632 for the six months
ended September 30, 2004. The increase in net losses for the respective three
and six month periods is the direct result of the formation of a Puerto Rico
subsidiary combined with a subsequent acquisition of an operating charter
airline carrier as well as an increase in the costs associated with the
continuation of our subsidiary development in the Dominican Republic. However,
with respect to 2005 during the quarter ended June 30, 2005, the Company
recognized losses of $386,639 resulting from its decision to write off and/or
reserve for potential losses from agreements that provided for the sale and
subsequent spin off of subsidiaries.

Management has determined that operating from multiple hubs in the Caribbean is
necessary to be able to economically operate and execute its business plan.

                                        9

<PAGE>

Viva International, Inc. had general and administrative expenses of $351,944 for
the three months ended September 30, 2005 as compared to general and
administrative expenses of $229,591 for the three months ended September 30,
2004. The Company had general and administrative expenses of $1,238,069 for the
nine months ended September 30, 2005 as compared to $769,572 for the six months
ended September 30, 2004. The increase in these expenses is primarily
attributable to the Company's acquisition of an operating charter carrier
coupled with additional costs associated with the official opening of commercial
offices in Santo Domingo, Dominican Republic and the continuing build up of the
Dominican subsidiary. Certain costs are mandated by licensure requirements and
are being maintained to ensure compliance with the applicable guidelines.

Viva International, Inc. had interest expenses of $34,476 for the three months
ended September 30, 2005 as compared to $26,955 for the three months ended
September 30, 2005. The Company had interest expenses of $109,783 for the nine
months ended September 30, 2005 as compared to $65,040 for the nine months ended
September 30, 2004. The increase in interest expenses in the result of the
growth of indebtedness that has been incurred in support of the Company's
development. The primary sources of borrowings have been from shareholders and
related parties. In July of 2005, the Company issued 4.9 million of its common
shares to retire $735,092 of loans payable and $103,297 of accrued interest
expenses.

The Company reported $76,127 of revenue for the three month period ending
September 30, 2005. Revenues were generated through the operation of chartered
flight services by Eastern Caribbean Airline Corporation, the Company's
subsidiary in Puerto Rico. The Company's subsidiary operation in the Dominican
Republic has not yet generated revenues as it continues through its
developmental stages. As of June 30, 2005, Eastern Caribbean Airlines began
offering scheduled charter passenger service in addition to its on-demand
charter services. The scheduled charter service is currently provided only
between Puerto Rico and Santo Domingo and as such integrates the capabilities of
Viva Air Dominicana S.A personnel in providing these services. Management plans
to develop other Caribbean based route structures as additional aircraft is
placed into service and Viva Air Dominicana S. A. receives its airline operating
certificate. At present, the aircraft previously used to provide air charter
services requires significant repairs and maintenance services to be able to be
operated in accordance with FAA and Company standards and accordingly, its use
has been discontinued. Management is preparing to add additional aircraft to the
Company's license and expects to resume its operations shortly.

The Company's Puerto Rico licensing is for chartered flight services only and as
such is limited in scope and subject to various restrictions on items such as
number of flights. The Company's Dominican Republic licensing will be more
comprehensive and comparable to that granted to major airlines. As such, the
Company's Dominican Republic subsidiary will primarily offer scheduled flight
services but will also provide scheduled charter services. Management continues
to believe that its present business plan which stipulates the utilization of
smaller commuter type aircraft to conduct its operations is the most
economically advantageous and profitable way to operate within the Caribbean.
However, management is also focusing its future route and operational
development on points in South and Central America and accordingly, may modify
its business plan to include various joint venture arrangements or to adjust for
other types of equipment necessary to successfully service these locations. Upon
completion of the RegionsAir acquisition, the Company expects to be able to
obtain additional utilization of RegionsAir's aircraft and access to additional
aircraft through RegionAirs vendors, suppliers and/or leasing companies.

Management acknowledges that the implementation of its business plan has been
delayed for numerous reasons that include inadequate capitalization,
governmental delays and compliance issues, inadequate human and consultant
resources, and its failure to procure sufficient aviation equipment as
previously promulgated. However, the delays have resulted in maintaining a lean
operation and thus keeping costs and expenses under control. Additionally, the
Company is not obligated for lease payments or financial obligations on aircraft
equipment that it could not yet operate or that would require significant cash
requirements. Accordingly, management believes that the Company may ultimately
benefit from the delays it has encountered to date.

However, the Company now finds itself presented with opportunities in excess of
its capability and must bring in capitalization, equipment and human resources
to enable it to capture available business. Accordingly, management believes
that 2005 will be pivotal in creating the dynamic business envisioned by the
Company's business plan.

On January 15, 2003, The Company completed a stock exchange agreement and plan
of reorganization with Viva Airlines, Inc. In accordance with such agreement, we
issued 307,500 of our shares of common stock to the shareholders of Viva
Airlines, Inc. After the transaction was completed, the aggregate number of our
shares held by the Viva Airline shareholders represented more than 50% of our
issued and outstanding common stock. In addition all of our officers and
directors resigned and Robert J. Scott became our sole officer and director. The
Company's name was changed during 2003 from the Auxer Group, Inc., to Viva
International, Inc. This transaction transformed the Company into an aviation
related business development holding company.

                                       10
<PAGE>

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

On May 15, 2003, The Company acquired a 49% interest in Viva Air Dominicana,
S.A. through an assignment from Robert J. Scott and Syed A. Hasan, our current
chief financial and chief executive officer, respectfully. The Company through
various relationships has effective control of this subsidiary.


On July 27, 2004, The Company agreed to sell/spin off its CT Industries, Inc.
subsidiary to Legends Group Holdings (previously know as Adventure Group
Holdings) in a transaction providing for the assumption of up to $250,000 in
liabilities and the issuance of 41,068,410 common shares of stock on its roll
out as a public company. The Company will redistribute the shares it receives to
its existing shareholders as of August 13, 2004. At June 30, 2005 and August 19,
2005, management believes that significant doubts exist as to the ability of
Legends Group Holdings to perform under the agreement. Accordingly, at June 30,
2005, the Company has made appropriate adjustments to its books and records
resulting in the recognition of losses of $291,069. These losses are reflected
in the Company's financial statements included with this filing.

On November 9, 2004, The Company agreed to sell/spin off its Universal
Filtration Industries, Inc. subsidiary to Carr Holdings, LLC in a transaction
providing for the assumption of up to $100,000 in liabilities and the issuance
of 41,068,410 common shares of stock on its roll out as a public company. The
Company will redistribute the shares it receives to its existing shareholders as
of November 20, 2004. At June 30, 2005 and August 19, 2005, management believes
that significant effort has been made by Carr Holdings, LLC towards completing
the agreement as well as the retention of various professionals to assist it in
becoming a public entity. Although, management does not have a current timetable
indicating the completion of this sale and subsequent roll out as public company
it has no present concerns regarding Carr Holdings, LLC ability to live to the
agreement. The Company remains committed to assisting Carr Holdings in their
effort.

On December 31, 3004, The Company agreed to sell/spin off its Hardyston
Distributors, Inc. subsidiary to Vox Communications, Inc. in a transaction
providing for the assumption of up to $50,000 of liabilities and the issuance of
45,568,410 common shares of stock on its roll out as a public company. The
Company will redistribute the shares it receives to its existing shareholders as
of March 15, 2005. At June 30, 2005 and August 19, 2005, management believes
that significant doubts exist as to the ability of Vox Communications to perform
under the agreement. Accordingly, at June 30, 2005, the Company has made
appropriate adjustments to its books and records resulting in the recognition of
losses of $95,569. These losses are reflected in the Company's financial
statements included with this filing.

On February 9, 2005, The Company formed its wholly owned subsidiary, Eastern
Caribbean Airlines, Inc., In Puerto Rico. The official corporate charter was
approved as of March 18, 2005.

On February 9, 2005, Eastern Caribbean Airlines, Inc. entered into a purchase
agreement effectively acquiring the assets of Cool Tours, Inc. d/b/a San Juan
Aviation. The acquisition provided for the assumption of $304,812 of liabilities
by the Company. The agreements provided for no other consideration.


On June 8, 2004, The Company announced the association, merger, acquisition or
assimilation of Bravo Airlines S. A. of Madrid. Bravo is intended to operate as
a non-scheduled seasonal chartered carrier from Madrid to various European
destinations. The association will allow for access to licensing rights as well
as the utilization of equipment during non peak periods. At the request of
Bravo, the discussions and finalization of applicable agreements have been
suspended. As of today, Viva remains interested in resuming discussions with
Bravo. However, it is doubtful that discussions will resume during the
foreseeable future.

On July 15, 2004, The Company announced the following executive appointments:
Oscar (Syed) Hasan to the posts of President & Chief Executive Officer, Rudy
Dominguez to the post of Chief Operating Officer and E. Thomas Septembre to Vice
President of Administration, Compliance & Corporate Governance. In addition,
Mrrs. Hasan and Dominguez accepted appointment to the Company's Board of
Directors.

On July 19, 2004, The Company announced the ratification of a flight operations
agreement with Skyplan Services Limited of Alberta, Canada. The agreement calls
for Skyplan to provide flight Dispatch, flight planning, flight following and
flight watch services. No services have yet been provided under this agreement
and accordingly, would need to be refreshed prior to the commencement of
contemplated services.

                                       11

<PAGE>

On July 20, 2004, The Company announced that is has selected Videcom
International, Inc. of the United Kingdom to be its airline reservation system
provider. Videcom will provide software and support for reservations, flight
inventory, fares, ticketing, credit card authorization and other related
services. The Company has reconsidered its vendor choice as is now expected to
contract with SkyVantage Inc. for its reservation software needs. The Company
will have no liability to Videcom International, Inc as a result of this
management decision.


On August 13, 2004, The Company announced that it has executed a mutual letter
of intent with SRX Continental, Inc. of Aventura, FL. to provide for a joint
venture Air Lift Service agreement for Cargo operations. The Company has been
unable to activate the agreement to an operating status as certain issues and
requirements pertaining to the Viva Air Dominicana's airline operating
certificate have yet to be satisfied. Management believes that the obstacles
currently existing will be removed within a short period of time and that
discussions with SRX Continental can be resumed. As far as management can
determine, the mutual benefits of a Viva/SRX joint venture agreement remain
strong. However, there can be no assurances that SRX is willing to further
consider any type of joint venture with the Company or its subsidiaries.

On August 23, 2004, The Company announced that Viva International and SRX
Continental were planning to enter into a business combination. Certain issues
and requirements pertaining to the airline operating certificate of Viva Air
Dominicana that require resolution to activate to allow usage and trafficking
and accordingly, continuing discussions with SRX Continental have been deferred.
To date there has been no resumption of discussions.

On September 13, 2004, The Company announced that it was nearing the completion
on sale of its wholly owned subsidiary, C. T. Industries to Legends Group
Holdings (previously known as Adventure Group Holdings Corporation). The
announced sale has not been completed due to the inability of Legends Group to
raise the capital necessary to undertake certain filings and registrations as
contemplated under the agreement. Viva does not know if the Legends Group will
be able to complete this agreement but we have not received any indication from
Legends Group that they will not be able to raise the funds necessary to do so.
As previously discussed, management has determined that substantial concerns
about the ability of Legends Group to complete the agreement with the Company
has resulted in a decision to write off and reserve against assets recorded
pursuant to the agreement and accordingly, resulted in the recognition of losses
of $291,069 during the quarter ended June 30, 2005. The losses are reflected in
the Company financial statements included with this filing.

On September 16, 2004, The Company announced that Legends Production Company has
signed a national and international radio syndication agreement with "Sports
ByLIne" radio network.

On September 28, 2004, The Company announced that it had negotiated a mutual
agreement governing (2) two Boeing 747-269B aircraft with Seabird World Airways.
The Company has been unable to finalize an agreement with Seabird because Viva
Air Dominicana's airline operating certificate has not yet been activated.
Management believes that those obstacles to activating Viva Air Dominicana's
airline operating certificate will soon be resolved and discussions with Seabird
can resume. Management has no reason to believe that the agreements contemplated
with Seabird can not be completed. Seabird has continued to indicate its desire
to work with the Company.

On November 4, 2004, The Company announced that it had revised its business
plans to operate passenger and cargo traffic throughout the Caribbean by
incorporating the usage of commuter type aircraft. The change in business plan
was prompted by market conditions, the high cost of fuel and new opportunities
that would be more suitable to the implementation of commuter type aircraft. The
business plan revision and underlying philosophy remain unchanged from this
announcement.

On November 16, 2004, The Company announced that it has reached agreement on the
sale/spin off of its wholly owned subsidiary, Universal Filtration, Inc. to Carr
Holdings, LLC (Carr) of Novi, Michigan. Pursuant to the agreement, Carr will
assume up to $100,000 of liabilities and plans to take Universal public. Carr
further has agreed to offer each Viva shareholder of record as of November 20,
2004 one share in the new public company for each share of Viva owned. Carr
Holdings, LLC, a technology holding company is in the process of completing
various applications and filings as well as arranging for any required financial
auditing or other professional services necessary to bring the surviving entity
to a public corporation. Completion of this agreement through satisfaction of
the terms and conditions was expected within the past quarter. However, the
transaction was predicated upon Carr completing an acquisition of the ERP
business integration division of Computer Decisions International, LLC, (CDI),an
affiliated company. CDI would provide a viable operational division of Carr
under the public holding company. To date, Carr is near completion on the terms
and conditions to facilitate the acquisition of CDI. The Company and its
management believes the Carr agreement continues to be viable and that Carr's
plan will facilitate the completion thereof and the subsequent roll out as a
public entity.

                                       12
<PAGE>

On November 17, 2004, The Company announced that it is pursuing a joint venture
operating opportunity with a Caribbean charter operator and that pursuant to its
efforts has obtained a $50,000 insurance concession from Portsmouth
International Marine Service and Insurance Centre (PIMSIC). PIMSIC and Viva have
agreed to meet on November 29th to explore aircraft and financing opportunities
between the two companies and their affiliates. The Company continues to use
PIMSIC for its insurance needs through its various aviation enterprises. The
joint venture opportunity contemplated by this announcement is no longer
feasible as the charter operator is not in service at this time.


On November 19, 2004, The Company announced that it has entered into an
investment banking contract with S. G. Martin Securities of Rocky Point, New
York. S. G. Martin hopes to raise up to $10 million for aircraft financing
commencing with initial efforts to secure SAAB 340 type aircraft under various
open negotiations. To date, no financing instrument or other investment banking
services has been provided to the Company. S. G. Martin continues to represent
the Company and has expressed a willingness to continue to assist the Company in
its capital raising, formation and financial structuring as provided in the
investment banking agreement.

On November 26 and November29, 2004, The Company announced that it had accepted
an assignment of an aircraft Lease for a SAAB 340A s/n-073 from Bank of America.
The assignment remains in effect and all payments due under the lease
arrangement have been made. The aircraft required some repairs and modifications
that the Bank has agreed to pay and certain of the aircraft's manuals are being
compiled and reviewed by SAAB. Additional costs of ferrying the aircraft which
are expected to approximate $45,000 are to be absorbed by the Company. The
Company believes that the needed repairs and manual certification and
reproduction can be done within the by June 15, 2005 and the plane can be
scheduled for ferrying. The Company anticipates no difficulty in raising or
obtaining the $45,000 necessary to pay the cost of ferrying the aircraft to the
Dominican Republic. To date, the Company has elected to allocate available
funding to the support of its Eastern Caribbean Airlines subsidiary and has
delayed the cost of ferrying the equipment to a later date. The Company
continues to discuss various opportunities with Bank of America regarding
available equipment and financing and expects to make arrangements to acquire
additional aircraft through this business relationship.

On December 1, 2004, The Company announced that it had obtained aircraft
insurance on the SAAB340A-s/n-073 from Portsmouth International Marine Service
and Insurance Centre (PIMSIC). The Company has continued the insurance coverage.
In addition, the Company has obtained additional insurance coverage for a
Raytheon Beechcraft King Air-100 that is being operated by Eastern Caribbean
Airlines Corporation and its charter operations.

On December 2, 2004, The Company announced that Seabird World Air would be able
to deliver 2 Boeing 747-269B's during February of 2005. Seabird has subsequently
informed the Company that it does not expect to be in a position to deliver the
747's until the 4th quarter of 2005. The Company believes the planes which are
to be used in some sort of joint venture relationship will be deliverable as per
the contention of Seabird World Air. Agreements contemplated with Seabird World
Air are to provide for Seabird to place the 747s on Viva Air Dominicana S.A.'s
Dominican Airline Operating Certificate. The timing and/or ability of SeaBird to
continue its efforts along these lines is beyond the control of the Company.


On December 5, 2004, The Company announced that it had agreed to lease hangar
office space at the San Juan Airport from Caribbean Airport Facilities pursuant
to an assignment from Fina Airlines, Inc. The Company subquently formed Eastern
Caribbean Airlines Corporation and acquired Cool Tours, Inc. and utilized the
space for the respective operations of its subsidiary. This month to month lease
was subsequently terminated as of the end of June 30, 2005 and the Company has
leased new space from Tropical Aviation Corporation. The new lease dated as of
July 7, 2005 is a month to month and provides cost savings of $1,000 per month
over that of the previous lease.

On December 7, 2004, The Company announced that it plans to negotiate for
additional existing airport office Space at the San Juan Airport. The Company is
still considering an expansion of its office capability with regard to support
of hub activities in Puerto Rico. At present, the Company plans to utilize space
at Isla Grande Airport and relocated to a hangar and office as of July 1, 2005.

On December 9, 2004, The Company announced the execution of a joint venture
agreement with Fina Airlines, Inc. of Puerto Rico. Fina Airlines, Inc. was
unable to provide services to support the agreement due to its failure to keep
equipment available to provide flight and cargo services. Fina Airlines, Inc. is
not currently operational. It is unlikely that Fina will be able to resume
operations.

On December 14, 2004, The Company announced that it had appointed Nubuzz, Inc.
of Orlando, Florida to administer its investor relations functions. Nubuzz, Inc.
has continued to serve the Company and is likely to continue doing so.

On December 17, 2004, The Company announced that it had entered into an
agreement, with Radixx Solutions International, Inc., for development of an
online airline reservation system. The Company has since decided to utilize the
airline reservation system software and support of SkyVantage Corporation.

On December 28, 2004, The Company announced its continuing efforts on the
development of Puerto Rico business opportunities. The Company continues to
believe that Puerto Rico figures prominently in its future plans and that the
market for the Company's goods and services will be enhanced by its
participation in the Puerto Rican marketplace.

                                       13
<PAGE>

On January 7, 2005, The Company announced that it had reached an agreement with
Vox Communications, Inc. as of December 31, 2004 to sell/spin off its wholly
owned subsidiary, Hardyston Distributors, Inc. The agreement provides for Vox to
assume up to $50,000 in indebtedness and to issue the Company 4,000,000 shares
in the newly formed company as of a record date to be determined. The agreement
remains in effect. However, management has substantial doubts and concerns about
the ability of Vox to complete this agreement and accordingly, made adjustment
of its books and records, as of June 30, 2005, that resulted in the recognition
of a loss of $95,569 for the three months then ended. These losses are reflected
in the Company financial statements included with this filing.

On January 18, 2005, The Company announced that it had executed a letter of
intent with American Air Network, Inc. of St. Louis, Missouri to form a
partnership to provide aircraft charter operations support to Viva in return for
capital investment to expand their existing business operations. The letter of
intent had not yet materialized in a formal contract. The Company is uncertain
if a valid opportunity for a mutually beneficial business relationship remains
and has no intention of pursuing its discussions with American Air Network, Inc.

On January 21, 2005, The Company announced that its subsidiary, Viva Air
Dominicana, S.A. had secured offices and begun to set up its city ticket office
and charter sales offices in the Dominican Republic. The Company has prepaid the
lease space for one year in advance. This space will also serve the Company as
the official headquarters for the Company's entire Caribbean operations.

On January 24, 2005, The Company announced key directorship appointments with
regard to its Dominican Airline Operation. Accordingly, positions announced were
director of operations, maintenance, flight Attendants, quality control,
security, chief pilot, chief country counsel, and chief accountant. There have
been no changes to the positions announced.

On February 10, 2005, The Company announced that it had engaged L.A. Izarry &
Associates, Inc. as its airworthiness compliance agent of service. The Company
has continued this engagement.

On February 11, 2005, The Company announced that it had incorporated Eastern
Caribbean Airlines, Inc. and that it has executed an acquisition agreement with
Cool Tours, Inc. d/ba/ San Juan Aviation, Inc. a FAR Part 135 air carrier in San
Juan, Puerto Rico. The Company, through Eastern Caribbean Airlines, Inc. its
wholly owned subsidiary, has operated the ongoing on-demand charter business of
Cool Tours, Inc. since the acquisition date of February 11, 2005. In addition,
it has commenced regularly scheduled charter service between Puerto Rico and
Santo Domingo.

On February, 14, 2005, The Company announced the formation of Eastern Caribbean
Airlines, Inc. and confirmed the acquisition of Cool Tours, Inc. The Company has
begun the process of making application with the Federal Aviation Administration
(FAA) to change the certificate name to Eastern Caribbean Airlines d/b/a EC Air.

On February 15, 2005, The Company announced that it had officially, through Viva
Air Dominicana, S.A., opened its sales and operations offices in Santo Domingo
in advance of its previous plans. This location also serves as the official
Company headquarters for all Caribbean operations.

On February 17, 2005, The Company announced that its Eastern Caribbean Airlines
Corporation had made various executive and directorship appointments. Among the
appointments, Ivan Figueroa was appointed as Chairman, CEO and President and
Zandra Fox was appointed a Vice President. At present, by appointment, Oscar
Hasan is serving the Company as the Company's Chairman, President and CEO. Ivan
Figueroa has recently resigned his position and no longer serves the Company in
an official capacity. Ms. Fox has previously resigned her position and left the
Company.

On March 2, 2005, The Company updated its shareholders on the sale of the
Hardyston Distributors, Inc. Subsidiary to Vox Communications, Inc. Pursuant to
the update, the shareholders were advised that the original agreement was
amended to increase the amount of shares to be awarded in the newly formed
company from 4,000,000 to 45,568,410. The shares which are to redistributed to
existing shareholders as of March 15, 2005. Management has determined that it is
unlikely that Vox Communications will be able to complete the agreement and that
it appears unwilling to incur certain necessary costs to move forward. Therefore
at June 30, 2005, management has adjusted the Company's books and records to
write down or reserve for the potential failure of the Vox agreement to be
completed, Accordingly, at June 30, 2005 and for the three months then ended,
losses of $95,569 were recognized. These losses are reflected in the Company
financial statements included with this filing.

On March 18, 2005, The Company issued a statement advising of the progression of
its aviation subsidiaries. Among the items announced were: the appointment of
John Hartman as Chief Pilot of EC Air, the opening of the San Juan maintenance
facility and the status of the Company's web sites. John Hartman was
subsequently utilized in a number of positions and eventually decided to
voluntarily leave the Company.

On March 21, 2005, The Company updated its shareholders on the status of its
sales and spin offs of its subsidiaries, CT Industries, Inc., Universal
Filtration Industries, Inc. and Hardyston Distributors, Inc. At June 30, 2005,
the Company determined that the sales and spin off of CT Industries, Inc and
Hardyston Distributors, Inc. were unlikely to be completed and accordingly,
provisions were made to the Company's books and records that would recognize
such failure to complete. Accordingly, the Company recognized, at June 30, 2005
and for the three months then ended, losses of $386,639.

                                       14


<PAGE>

The Company will continue its efforts to facilitate  the agreements but may have
to declare the agreements to be in default and reclaim its subsidiary  interests
in CT Industries, Inc. and Hardyston Distributors, Inc.


On March 28 & 29, 2005, The Company announced that it had entered into an
agreement with TV Time, Inc. of Miami, Florida to produce 2 television
commercial productions that would appear on Bloomberg Television, Cable, &
Satellite Network. The television commercials were aired on Bloomberg during the
week of April 11-17, 2005.

On March 29, 2005, The Company announced that its subsidiary, Viva Air
Dominicana, S.A., has agreed to an outsourcing maintenance service agreement
with MCL Services Y Mantaniomento De Aeronaves, S.A. The agreement remains in
effect.

On March 30, 2005, The Company announced that its wholly owned subsidiary,
Eastern Caribbean Airlines Corporation has received Department of Transportation
approval to operate. Eastern Caribbean Airlines began scheduled charter services
on June 6, 2005.

On March 31, 2005, The Company announced that it has nearly completed its own
internal continuous Airworthiness Maintenance Program (CAMP). The development
and completion of the program is expected to generate cost savings in excess of
$1 million annually.

On April 6, 2005, The Company announced that its wholly owned subsidiary,
Eastern Caribbean Airlines Corporation has obtained a permit granting the
Company inter-island approval to operate.

On April 12, 2005, The Company updated its shareholders on website and
reservation development and announced a revised Bloomberg media schedule. The
Bloomberg media spots were aired during the period of April 11 through the 17th.

On May 10, 2005, The Company announced an update on the Carr Holdings-Universal
Filtration sale And spin off. Shareholders were advised that the due diligence
phase was nearly complete and that Carr's SEC Counsel was to commence various
filings on its behalf. This initiative is still in progress.

On May 11, 2005, The Company announced that it had launched the EC Air and
FLYVIVA websites. The integration of the online reservation and the inclusion of
investor relations center will be included and offered through the website at a
future date. To date, the Company is continuing to update and develop the
websites, including the online reservations and investor relations sections and
expects this project to continue through the balance of 2005.

On May 17, 2005, The Company announced that its aviation subsidiaries will begin
to accept reservations for scheduled flight services commencing during the week
of June 3, 2005. Initial scheduled flight services are to be between San Juan,
Puerto Rico and Santo Domingo, Dominican Republic 4 times weekly.

On May 18, 2005, The Company announced that its reservations system will be
administered from the Dominican Republic. The Company currently handles
reservations by phone at its operational headquarters In Santo Domingo. Online
reservation capability is to be available by the end of the third quarter of
2005.

On May 19, 2005, The Company announced that it has filed for FAA approval on
behalf of Eastern Caribbean Airlines Corporation to use SIMCOM of Orlando,
Florida to provide pilot training on Raytheon Beechcraft aircraft. The company
has been able to hire qualified pilots current in the Raytheon Beechcraft
aircraft. Therefore, to date the pilots hired have required only an operational
check flight. Accordingly, the Company has been able to avoid needing to have
pilot training in Orlando and thus saving the expense of doing so.

On May 20 & May 24, 2005, The Company detailed its plans to provide services to
Samana, Dominican Republic as its next phase of adding flight routes and
providing a glimpse of future plans announced a fall start up of service between
Punta Cana, Santiago, and Santo Domingo, Dominican Republic and Caracas,
Venezueala. To date, the Company has not commenced operations to these
additional service cities due to its lack of available aircraft. Management
continues to believe these cities are viable destinations and plans to open
these route segments as aircraft become available.

On June 6th, 2005, The Company announced the inaugural flight of its scheduled
service between San Juan, Puerto Rico and Santo Domingo, Dominican Republic. The
Company continues to operate the same route four (4) times weekly, including
five (5) additional public charter for tour operations via the same route and
individual on-demand charters to other local islands.

On June 16th, 2005, The Company provided an operational update to the investing
community commenting on the success of its charter service between San Juan,
Puerto Rico and Santo Domingo, Dominican Republic.

On June 22nd, The Company announced it had entered into a charter agreement with
IJAC of Puerto Rico for five (5) charter flights between Isla Grande Airport in
San Juan, Puerto Rico and Herrera Airport in Santo Domingo, Dominican Republic.
This agreement is

                                       15

<PAGE>

expected to provide approximately $9,000 of gross revenues weekly. The first
weekly installment was made for the period of June 30 through July 6, 2005.

On June 30, 2005, The Company announced it was considering providing air
services to Virgin Gorda, British Virgin Islands via EC Air and instructed to
the Company's aviation consultant, L.A. Izarry & Associates to review
specifications and file application to operate into Virgin Gorda Airport.

On July 7, 2005, The Company announced that EC Air hosted a promotional party in
Santo Domingo, Dominican Republic to feature its official "kick-off" of its new
media marketing program. This very successful event was exclusively targeted to
tour operators, brokers and travel agents.

On July 8, 2005, the Company announced that it had retained the firm of Thomas
Aviation Services, LLC www.thomasaviation.net) to review the aircraft
marketplace for appropriate SAAB 340A, BAE Jetstream 31/32 and J41 and the
Cessna Caravan aircraft to meet its fleet requirements for its Caribbean
operations. Thomas Aviation continues to be engaged by the Company.

On July 12, 2005, The Company announced that Thomas Aviation Services, LLC of
Washington, DC facilitated operating leases for the Company for the acquisition
of a Jetstream 31, s/n 618 and a Jetstream 32, s/n 902 with Corporate Flight
Management, Inc. of Smyrna, Tennessee. To date, Corporate Flight Management,
Inc. has been unable to commence the required pilot and crewing training to
enable the aircraft to be utilized in our ongoing operations. As a result of the
Company's intention to acquire RegionsAir, Inc., it is no longer interested in
pursuing operating leases with Corporate Flight Management, Inc.

On August 3, 2005, The Company announced the implementation of a management plan
to improve shareholder relations and communications and to create a forum to
address inquiries regarding the Company and its subsidiary operations, Eastern
Caribbean Air (EC Air) and Viva Air Dominicana, S.A. (VAD). A Company
representative scheduled a series weekly update interviews on IBC Radio Network
(www.ibcradio.com) to inform its shareholders on daily operational events.

On August 4, 2005, The Company announced a statement providing updates on its
operations through its subsidiary air carriers, Eastern Caribbean Air (EC Air)
and Viva Air Dominicana, S.A. (VAD). The update included the appointment of a
new Director of Maintenance for EC Air, including updates on the current charter
flights and the delivery of the recently leased additional aircraft.

On August 10, 2005, the Company announced the official launch date of its online
reservations system and that it would be using a "user-friendly" booking engine
offered by SkyVantage of Salk Lake City, Utah. Accordinly, SkyVantage has been
retained to assist the Company with implementation, installation and support.


On August 12, 2005, the Company announced that its management had declared phase
one of its airline development project to have been completed and that it has
set in motion a strategic plan to implement a major effort to capitalize on the
market and service opportunities for its Eastern Caribbean Airlines subsidiary.

On October 5, 2005, the Company announced a Caribbean operational update in
response to shareholder inquires. The Company stated that it had opened
discussions with several island nations to provide solutions to the lack of air
service to and from their respective countries as a result of recent independent
market studies on Caribbean Aviation.

On October 7, 2005, the Company announced that it had executed an irrevocable
Letter of Intent to Purchase the entire air carrier operation of Smyrna
(Nashville), Tennessee based RegionsAir, Inc (www.regionsair.com). Established
in 1996, RegionsAir, formerly Corporate Airlines, Inc. is a regional air carrier
that provides commuter air service to small-and-medium sized communities in the
Southeast and Midwest. RegionsAir operates turboprop commuters as "American
Connection" in a number of markets under an operational agreement with American
Airlines (NSYE:AMR).

On October 10, 2005, the Company announced that pursuant to its plans to acquire
RegionsAir as previously announced on October 7, 2005, that was seeking an
interim operating agreement allowing Viva to integrate its Caribbean air service
operations with RegionsAir in advance of closing.

                                       16
<PAGE>

On October 10, 2005, the Company issued a correction to the previous
announcement in the morning of October 10, 2005, to clarify the number routes
operated by RegionsAir, including operational hubs and routes subsidized by the
DOT under the Essential Air Service Program.


On October 12, 2005, the Company announced it had executed an Interim Operating
Agreement with RegionsAir and will immediately begin the relocation process of
its Miami office to Smyrna, Tennessee (www.regionsair.com). The agreement
incorporated the expectation and performance of each of the respective
operations and the related functions of accounting, contracts, agreements,
purchasing leveraging, inventory management and/or transactional obligations.

On October 13, 2005, the Company announced that in conjunction with its decision
to acquire RegionsAir that it was to provide a fleet of SAAB 340 aircraft to
RegionsAir for use in providing service under recently awarded new Essential Air
Service routes. By order dated September 9, 2005, the US Department of
Transportation (DOT) selected RegionsAir to provide subsidized Essential Air
Service to Parkersburg, Morgantown and Clarksburg/Fairmont, West Virginia for a
two year period, establishing a combined subsidy rate of $1,051,333 per year for
service to Cincinnati utilizing SAAB 340 aircraft.

On November 3, 2005, the Company issued a news bulletin that addresses its
progress on the acquisition of RegionsAir, Inc. and related matters, a closing
date on/or before November 15th, 2005, the integration the operations of
RegionsAir into Viva and its Caribbean subsidiaries, pre-aircraft acquisition
and certification, maintenance consolidation, coordination of licensing and
permits, implementation of pilot training standards, planning for airport
station operations and dispatch, and centralized general operations. By mutual
agreement, the closing of the RegionsAir acquisition has been temporarily
delayed to allow for a legal review by each parties legal representation.

Sources of Liquidity

At September 30, 2005, the Company had $13,312 in cash. Since inception the
Company has accumulated a deficit of approximately $16,800,000.

Our principal source of funding for the three month period ending September 30,
2005 was loans from shareholders and related parties that are being provided for
working capital purposes during the development of our airline projects. As of
September 30, 2005, $1,924,549 in working capital loans have been provided to
the Company from these sources. Additional resources of $76,127 were provided
from revenues from operations for the three months ended September 30, 2005.

The Company has announced its intent to acquire RegionsAir, Inc. of Smyrna,
Tennessee in a transaction that requires it to issue $6 million of 8%
convertible debentures to the existing owners of RegionsAir, Inc. At present,
RegionsAir, Inc. a private domestic air carrier is generating revenues from
operations in excess Of $20 million annually. The recent financial statements of
RegionsAir, Inc. indicate positive cash flows and modest profitability.

However, in light of the intended RegionsAir acquisition and the issuance of
interest bearing convertible debentures, Viva International, Inc. now believes
that it will require up to $10-$15 million in new financing to support its new
acquisition as well as the implementation of new aircraft into its Eastern
Caribbean Airlines and Viva Air Dominicana S. A. subsidiaries. Management
believes the acquisition of RegionsAir solidifies its business plan and will
support its ability to raise needed capital and continues to believe that the
niche marketing opportunities from operating within its Caribbean markets will
adequately support and service these levels of financing.

Management has amended its articles of incorporation to allow for the issuance
of a new class of preferred security and intends to request approval from its
shareholders to offer the new preferred security in a private placement.

The Company has previously  announced the retention of S. G. Martin  Securities,
LLC to provide investment banking services. Notwithstanding the engagement of S.
G.  Martin,  the  Company has  continued  negotiations  with other firms  and/or
individuals  capable of providing  various needed financial and capital services
and availability.  The Company management believes that the engagement of Martin
as well as the renewed  interest in our airline  project will allow it access to
the capital it needs to  implement  its  strategic  business  plan.  The Company
expects S. G. Martin to lead the private placement offering.



                                       17

<PAGE>

Viva International, Inc. does not currently have the funds necessary to provide
working and expansion capital to its aviation subsidiaries. Viva International,
Inc. will only be able to provide the needed capital by raising additional
funds. The Company has been able to obtain enough support from some of its
shareholder and related parties to continue its development and additional
support has been promised if needed. However, there can be no guarantee that the
promised amounts will be available when needed and in sufficient amounts.
Management has renewed confidence as a result of beginning its operations as
well as its intended acquisition of RegionsAir that its plans will now be more
favorably received and that obtaining sufficient funding to sustain its aviation
projects is achievable and expected.

However, should we continue to be unable to raise adequate funds it could result
in the failure to complete the acquisition of RegionsAir as well as needed
acquisitions of certain aviation assets or payment of certain related expenses
that would delay or prevent the further development and growth of Eastern
Caribbean Airlines Corporation and Viva Air Dominicana, S.A.

Management is optimistic that the Company will be able to borrow sufficient
capital to operate its aviation subsidiaries as contemplated in the Company's
business plan.

Any forward-looking statements included in this Form 10-QSB reflect management's
best judgment based on factors currently known and involve risks and
uncertainties. Actual results may vary materially.

CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES

CRITICAL ACCOUNTING POLICIES
Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our consolidated financial statements
filed as part our annual report (Form 10KSB at December 31, 2004 and for the
twelve months then ended) include a summary of the significant accounting
policies and methods used in the preparation of the consolidated financial
statements.

USE OF ESTIMATES

Management's Discussion and Analysis of Financial Condition or Plan of Operation
is based upon Our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of our financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. and the related disclosure of contingent assets and
liabilities. Management evaluates these estimates on an on-going basis,
including those related to estimated losses on the disposal of discontinued
operations, the allowance for doubtful accounts and notes receivable, the
estimated carrying value of investments and the value of various airline
licenses and economic rights. Management gases its estimates on historical
experience and on various other assumptions that they believe are reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions.



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Item 3. Controls and Procedures
-------------------------------

(a) Evaluation of disclosure controls and procedures.

Our Principal Executive Officer and Principal Financial Officer (collectively
the "Certifying Officers") maintain a system of disclosure controls and
procedures that is designed to provide reasonable assurance that information,
which is required to be disclosed, is accumulated and communicated to management
timely. Under the supervision and with the participation of management, the
Certifying Officers evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.


(1) The Auxer Group, Auxer Telecom, Inc. and CT Industries, Inc. vs. Husni
Hassan, Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and
Mustafa Qattous - Superior Court of New Jersey, Law Division, Passaic County -
Index No. L1120-02, filed on February 22, 2002. Auxer is requesting a sum of
$1,250,000 plus interest for default of promissory note, violation of stock
purchase agreement and violation of employment contract. On April 12, 2002,
Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and Mustafa
Qattous filed a counterclaim for violation of stock purchase agreement. The
defendants have deposited $12,000 into an escrow account pending the issuance
and execution of mutual releases. The distribution of amounts from escrow has
not been determined. Accordingly, this matter remains open but due to the
immateriality of the settlement proceeds the attorneys have indicated reluctance
to pursue this matter further. The Company will encourage a swift resolve of the
remaining issues during the next few months.

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

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

(4) Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law
Division, Passaic County; Docket No. L-4245-02. Filed August 14, 2002. Mahure,
LLC, was Auxer's landlord for the premises known as 12 Andrews Drive, West
Patterson, New Jersey, Auxer's former business address. It is suing Auxer for
failure to pay base rent of $7,083.33 from October 2001 through August 2002,
plus 50% of real estate taxes, insurance premiums and other fixed charges
contained in Auxer's lease. Mahure, LLC is requesting $58,465.49 attorney's
fees, cost of suit and interest. The Company did not contest this matter and
accordingly, as judgment has been entered against it for approximately $98,000.
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(5) Colbie Pacific Capital- On April 24, 2002, Auxer entered into a Modification
and Restructuring Agreement with Colbie Pacific Capital. The agreement required
Auxer to make a $350,000 payment to Colbie by September 28, 2002. Auxer failed
to make such payment and the sum of $450,000 plus accrued interest is now due to
Colbie. On October 8, 2002, Auxer received a settlement offer from Colbie's
attorney whereby Colbie agreed to allow 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.

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

(7) Environmental Materials Corporation vs. Harvey Westbury Corp., The Auxer
Group, Inc., Ronald Shaver, Ryan Shaver, et al.-On March 7, 2003 Environmental
filed an action in the Superior Court of New Jersey for Ocean County, Docket No.
717-03, demanding payment for sums allegedly due it from companies under the
control of Ronald & Ryan Shaver ("the Shavers") and Harvey Westbury and the
Company. Subsequent discovery revealed that Harvey owed a maximum of $5,500 to
Environmental. This portion of the legal matter has been satisfactorily
resolved. However, pursuant to this case, Harvey and the Company have cross
claimed against the Shavers and the Shavers have cross claimed against the
Company seeking damages with respect to their employment contracts totaling
several hundreds of thousands of dollars. The Company has amended its cross
claim motion to include a third party claim against Richard Anslow, Esq. of
former counsel to the Company for assisting the Shavers in their attempts to
gain control of the Company during a period when Anslow was still purporting to
represent the Company. The Company believes it has meritorious defenses against
the claims of the Shavers and intends to vigorously defend the action.
Depositions have been ordered in this matter as it moves towards an ultimate
court hearing date.

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

(9) 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.

(10) 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.

(11) 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


                                       20


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
managements 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 2.   Changes in Securities.

          On June 23, 2004, preferred stock of 3,510,280 was converted to
          35,102,800 shares of common stock pursuant to the request of the
          preferred holders and consistent with the provisions and features of
          the preferred shares.

          On December 7, 2004, common stock of 4,500,000 shares was issued in
          partial settlement of various claims for unpaid wages and services to
          key employees and consultants of the Company.

          On February 21, 2005, restricted common stock of 135,000 shares was
          issued to a vendor as consideration for advertising and commercial
          media productions.

          On July 11, 2005, restricted common stock of 4,900,000 was issued in
          payment for corporate debts in the amount of $735,092 and accumulated
          interest of $103,297.

Item 3.   Defaults Upon Senior Securities.

          Not Applicable


Item 4.   Submission of Matters to a Vote of Security Holders.

          None

Item 5.   Other Information.

          None

Item 6.  Exhibits and Reports of  Form 8-K.

          (a) Exhibits required by Item 601 of Regulation S-B.

          None

          (b) Reports of Form 8-K.

          None


                                   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 in its
behalf by the undersigned, thereunto duly authorized, on May 25, 2005.

                                VIVA INTERNATIONAL, INC.

Date:  November 21 , 2005       By:  /s/   Robert Scott
                             -------------------------------------------
                                           Robert J. Scott
                                           Chief Financial Officer and
                                            Director




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