**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 endedSeptember30,
      2006




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)




Check
      whether the Issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o .




Indicate
      by check mark whether the Issuer is a shell company (as defined by Rule 12b-2
      of
      the Exchange Act). Yes o No x .




Indicate
      the number of shares outstanding of each of the Issuer’s classes of common stock
      as of the latest practicable date :74 , 055 , 180 shares
      of common stock, $0.001 par value, as of November
      20, 2006.





























VIVA
      INTERNATIONAL, INC.




FORM
      10-QSB




FOR
      THE
      QUARTER ENDED September 30,
      2006




TABLE
      OF
      CONTENTS


PART
                    I.
                FINANCIAL
                    INFORMATIONItem
                    1.
                Financial
                    Statements
                PAGECondensed
                    Consolidated Financial StatementsCondensed
                    Consolidated Balance Sheet September 30, 2006
                3Condensed
                    Consolidated Statements of Operations
                4Three
                    and nine months ended September 30, 2006 and 2005Condensed
                    Consolidated Statements of Cash Flows
                5Nine
                    months ended September 30, 2006 and 2005Notes
                    to Condensed Consolidated Financial Statements
                6-8Item
                    2.
                Management’s
                    Discussion and Analysis or Plan of OperationItem
                    3.
                Controls
                    and ProceduresPART
                    II.
                OTHER
                    INFORMATIONItem
                    1.
                Legal
                    ProceedingsItem
                    2.
                Unregistered
                    Sales of Equity Securities and Use of ProceedsItem
                    3.
                Defaults
                    upon Senior SecuritiesItem
                    4.
                Submission
                    of Matters to a Vote of Security HoldersItem
                    5.
                Other
                    InformationItem
                    6.
                ExhibitsSignatures























**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, 2005.























**VIVA
                  INTERNATIONAL, INC.****CONSOLIDATED
                  BALANCE SHEET**September
                  30,2,006**ASSETS**Current
                  AssetsCash
              
              $
              430Other
                  receivables
              
              
              5,476Prepaid
                  expenses
              
              
              3,283Total
                  Current Assets
              
              
              9,189Fixed
                  Assets, net of depreciation
              
              
              17,299Other
                  AssetsSecurity
                  deposit
                Payroll
                  advances to employees
              
              
              84,875
                139,888Operating
                  license
              
              
              224,185Other
                  assets
              
              
              17,651Total
                  Assets
              
              $
              493,087**LIABILITIES
                  AND CAPITAL**Current
                  LiabilitiesAccounts
                  payable and accrued expenses
              
              $
              3,315,565Payroll
                  taxes payable
              
              
              59,114Notes
                  payable
              
              
              620,543Notes
                  payable-shareholders
              
              
              1,089,629Total
                  Current Liabilities
              
              
              5,084,851Commitments
                  and contingenciesStockholders'
                  EquityPreferred
                  stock 25,000,000 shares authorized at$.001
                  par value; -0- shares outstanding atDecember
                  31, 2004
              
              
              -Common
                  stock, 1,000,000,000 shares authorized at $.001par
                  value; issued and outstanding 66,824,912 atSeptember
                  30, 2006
              
              
              66,825Additional
                  paid-in capital
              
              
              15,190,813Accumulated
                  deficit
              
              
              (19,849,402
              )Stockholders'
                  Equity
              
              
              (4,591,764
              )Total
                  Liabilities and Capital$
              493,087








See
      Notes
      to Financial Statements











3










**VIVA
                INTERNATIONAL, INC.****CONSOLIDATED
                STATEMENTS OF OPERATIONS**Three
                months ended September 30,
            
            Nine
                months ended September 30,2006
            
            2005
            
            2006
            
            2005(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)$
            $
            
            
            
            
            $
            $Sales
                revenues
            
            
            0
            
            
            76,127
            
            
            0
            
            
            97,923Cost
                of sales and operations
            
            
            38,339
            
            
            162,827
            
            
            139,201
            
            
            270,610Gross
                profit (loss)
            
            
            (38,339
            )
            
            (86,700
            )
            
            (139,201
            )
            
            (172,687
            )General
                and administrative expenses
            
            
            349,312
            
            
            351,944
            
            
            1,247,612
            
            
            1,238,069Interest
                expense
            
            
            36,123
            
            
            34,476
            
            
            108,016
            
            
            109,783385,435
            
            
            386,420
            
            
            1,355,628
            
            
            1,347,852(423,774
            )
            
            (473,120
            )
            
            (1,494,829
            )
            
            (1,520,539
            )Other
                income and expensesInterest
                income
            
            
            0
            
            
            47
            
            
            0
            
            
            57Losses
                from write down ofassets
                pursuant to spin-offs
            
            
            0
            
            
            0
            
            
            0
            
            
            (386,639
            )Net
                loss
            
            
            (423,774
            )
            
            (473,073
            )
            
            (1,494,829
            )
            
            (1,907,121
            )Net
                loss per common share
            
            
            (0.01
            )
            
            (0.01
            )
            
            (0.02
            )
            
            (0.04
            )Weighted
                average shares outstanding
            
            
            66,824,912
            
            
            50,070,801
            
            
            61,262,495
            
            
            47,146,029






See
      Notes to Financial Statements





















4


VIVA
                  INTERNATIONAL, INC.STATEMENT
                  OF CONSOLIDATED CASH FLOWSNine
                  Months Ended September 30,2006
              
              2005Operating
                  Activities
              
              Unaudited
              
              UnauditedNet
                  loss from continuing operations
              
              $
              (1,494,831
              )
              $
              (1,907,121
              )Adjustments
                  to reconcile net loss to net cashused
                  by operating activities:Depreciation
              
              
              3,031
              
              
              1,854Payment
                  for services in company stock
              
              
              330,000
              
              
              35,100(Gain)
                  or loss adjustment on sale of subsidiaries
              
              
              -
              
              
              386,639Roundings
              
              
              -
              
              
              (1
              )Changes
                  in operating assets and liabilities:(Increase)
                  decrease in receivables
              
              
              1,000
              
              
              (6,476
              )(Increase)
                  decrease in inventory
              
              
              -
              
              
              (5,369
              )(Increase)
                  decrease in prepaid expenses and other assets
              
              
              (1,685
              )
              
              (70,240
              )Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              762,271
              
              
              631,501Increase
                  (decrease) in taxes payable
              
              
              4,613
              
              
              (27,639
              )Net
                  cash (used) by operating activities
              
              
              (395,601
              )
              
              (961,752
              )Investing
                  ActivitiesAcquisition
                  of fixed assets
              
              
              (1,045
              )
              
              (17,344
              )Security
                  deposit
              
              
              (700
              )
              
              (75,660
              )Net
                  cash provided (used) by investing activities
              
              
              (1,745
              )
              
              (93,004
              )Financing
                  ActivitiesPayment
                  of bank loan
              
              
              -
              
              
              (1,890
              )Payments
                  on short and long-term debt
              
              
              -
              
              
              (7,627
              )Short-term
                  borrowings
              
              
              -
              
              
              2,001Notes
                  payable
              
              
              85,000
              
              
              -Loans
                  payable related parties and shareholders
              
              
              308,932
              
              
              1,063,436Net
                  cash provided by financing activities
              
              
              393,932
              
              
              1,055,920(Decrease)
                  in cash
              
              
              (3,414
              )
              
              1,164Cash
                  at beginning of period
              
              
              3,844
              
              
              12,148Cash
                  at end of period
              
              $
              430
              
              $
              13,312Supplemental
                  Disclosures of Cash Flow Information:Cash
                  paid during year for:Interest
              
              $
              -
              
              $
              -Income
                  taxes (benefits)
              
              $
              -
              
              $
              -








See
      notes
      to financial statements.





5








**VIVA
      INTERNATIONAL, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006**




Note
      1-  Basis
      of Financial Statements




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, 2006 and their
      results of operations for the three month and nine month periods ended September
      30, 2006 and 2005 and the statement of cash flows for the nine month periods
      ended September 30, 2006 and 2005. Results of operations for the three month
      and
      nine month periods ended September 30, 2006 are not necessarily indicative
      of
      the results that may be expected for the year ending December 31,2006. All
      material inter-company balances and transactions have been eliminated in
      consolidation.




Note
        2-  Going
        Concern
  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 has incurred $19,849,402
          of net
          losses through September 30, 2006 and has had limited revenues and operations
          during the immediate past twenty one months. These factors indicate that
          the
          Company's continuation as a going concern is dependent upon its ability
          to
          obtain adequate financing.




Note
        3-  Earnings
        Per Share
  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 and nine month periods ended September 30, 2006
          and 2005
          since there was no dilutive effect of potential common
          shares.


Note
      4-  Advances
      to Employees




Through
      September 30, 2006,
      payments of $140,986 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.  Effective,
      October 1, 2006, the Company plans to adjust the books by removing any advance
      payments made to former employees on a contemporaneous basis. Accordingly,
      any
      governing tax reporting requirements resulting from the adjustments will be
      adhered to by the Company.





Note
      5-   Eastern
      CaribbeanAirlines Corporation/Cool Tours, Inc.




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.
 As
          of
          December 31, 2005, Eastern Caribbean Airlines had obtained its own licensing
          rights and terminated its acquisition of Cool Tours, Inc. transferring
          back to
          the owners of Cool Tours, Inc. the licensing rights held in its name, any
          rights
          or authority to utilize aviation equipment, any files, data bases, customer
          lists, goodwill and other related assets as well any then existing debts
          related
          to the Cool Tours, Inc. acquisition. The owner of Cool Tours, Inc. has
          sued Viva
          International, Inc. and Eastern Caribbean Airlines. In the opinion of
          management, this litigation is expected to be settled outside the jurisdiction
          of the courts. However, to
          date, this
          dispute remains unresolved and continues under the jurisdiction of the
          court
          system.









6


**Viva
      International, Inc**


**Notes
      to Financial Statements**


**September
      30, 2006**








Note
          6
          -  Common
          Stock Issuances to Retire Debt Obligations
 
 On
          March
          3, 2006, in response to a previously held Company Board of Directors
          authorization, 4,943,925 shares of its common stock were issued in retirement
          of
          $288,277 of debt and $28,401 of accrued interest.
  On
          June
          26, 2006, the Company Board of Directors authorized the issuance of 5,965,562
          shares of its common stock as considerations for the cancellation of $278,924
          of
          debt and $22,934 of accrued interest.
  Note
          7-   Management
          and Director Changes and related issues
 
 On
          March
          9, 2006, Viva International announced that Rodolfo Dominguez has joined
          the
          Company full time and assumed the roles of President and Chief Operating
          Officer
          and that Robert Scott will assume the role of Chief Executive Officer in
          addition to his role as Chief Financial Officer. Former Chief Executive
          Officer
          and President Syed Hasan has left the Company to pursue other interests.
          At the
          time of Mr. Hasan's departure from the Company he had not assigned a corporate
          share interest evidencing 22 1⁄2% shareholder interest in Viva Air Dominicana,
          S.A. Mr. Scott also holds a 22 1⁄2% interest in Viva Air Dominicana, S.A. which
          has been assigned to the Viva International, Inc. In management's opinion,
          the
          lack of Mr. Hasan's assignment of the shareholder interest to Viva
          International, Inc. does not impair the ability of the Company to control
          the
          activity of the subsidiary corporation nor does it entitle Mr. Hasan to
          sell,
          transfer or assign the shareholder interest to a 3rd party. By Dominincan
          law,
          foreign ownership of a Dominican corporation is limited to 49% of the
          outstanding ownership interest in the corporation. Mr. Hasan's unassigned
          interest can by appropriate corporate procedure, as mandated by Dominican
          law,
          and a vote of the remaining shareholders by reduced and/or eliminated since
          he
          no longer has any role in the organization. Mr. Scott and the Company intend
          to
          require appropriate corporate procedure, meeting and resolution adjusting
          the
          ownership of Viva Air Dominicana, S.A. as was always intended and to correct
          and
          amend the shareholder positions accordingly.
  On
          August
          3, 2006, Rodolfo Dominguez accepted appointment as the Company’s Chief Executive
          Officer and was elected as Chairman of the Company’s Board of Directors
          replacing replacing Robert Scott who continues as the Company’s Chief Financial
          Officer and a Director.
 
 On
          August
          29, 2006, Calvin Humphrey accepted appointment to the Company’s Board of
          Directors.
 
 On
          September 27, 2006, Calvin Humphrey accepted appointment as the Company’s Chief
          Executive Officer and was elected as Chairman of the Company’s Board of
          Directors. Mr. Humphrey replaces Rodolfo Dominguez who has left the Company
          for
          personal reasons. Mr. Dominguez has also resigned as a member of the Board
          of
          Directors.
























7


**Viva
      International, Inc.**


**Notes
      to Financial Statements**


**September
      30, 2006**











Note
      8- Mergers,
      Acquisitions and Material Agreements




On
      September 18, 2006, the Company agreed to acquire the assets of River Hawk
      Aviation, Inc. a privately held wholesaler and retailer of used aviation parts
      and supplies for $2.5 million and up to 3.5 million shares of Company stock.
      Operational control of the assets will take place after the first $1.0 million
      of capital has been paid. To
      date, the
      assets and business operations of River Hawk Aviation, Inc. have continued
      to be
      managed privately.





River
      Hawk Aviation, Inc. is wholly owned by Calvin Humphrey. Mr. Humphrey was
      appointed to the Viva Board of Directors on August 29, 2006 and became the
      Company’s Chief Executive Officer and was elected as Chairman of the Board on
      September 27, 2006.





Note
      9- Subsequent
      events




On
      October 3, 2006, the Company
      announced the appointment of James Paquette to its Board of
      Directors.





On
      October 4, 2006, the Company’s Board of Directors authorized the issuance of 7,230,268 shares of its
      common stock to retire $433,816 of related indebtedness including accrued
      interest.





On
      October 5, 2006, the Company
      announced that it plans to acquire the assets and business operations of Flight
      Test Associates, LLC of Tucson, Arizona in a transaction that will result in
      the
      issuance of an 8% secured subordinated promissory note for $2 million and 3.5
      million shares of Company stock. Flight Test Associates, LLC develops prototype
      systems, performs systems integration and manned and unmanned aircraft
      modifications as well as provides flight test and flight operations support. P lans
      have
      proceeded through a letter of intent. However, to date, no
      money
      or other consideration has been exchanged. The secured subordinated promissory
      note is scheduled to mature on December 31, 2006.


















































8













**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**




The
      following discussion and analysis of our financial condition and results of
      operations should be read in conjunction with our financial statements and
      related notes thereto contained elsewhere in this Form 10-QSB.




Forward-Looking
      Statements




This
      report contains certain forward-looking statements and information relating
      to
      us that are based on the beliefs and assumptions made by our 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 our current views with respect to future events and are
      subject to certain risks, uncertainties and assumptions. Factors that could
      cause differences include, but are not limited to, continued reliance on
      external sources on financing, expected market demand for our products and
      services, fluctuations in pricing for the products and services and competition,
      as well as general conditions of the aviation marketplace. 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. We do not intend to update these
      forward-looking statements.




Introduction




Viva
      International, Inc. (referred to herein as the “Company”, “we”, “us” and “our”)
      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. The holding company also consists of
      the
      following inactive subsidiaries: CT Industries, Inc., Hardyston Distributors,
      Inc. (doing business as The Mechanics Depot), and Universal Filtration
      Industries, Inc. At present, no plans exist to return any of the inactive
      subsidiaries to operations. Viva Airlines, Inc. and Viva Air Dominicana, S.A.
      are development stage companies that are expected to provide passenger and
      cargo
      services to various destinations from a commercial hub in Santo Domingo,
      Dominican Republic. Eastern Caribbean Airlines Corporation is based in San
      Juan,
      Puerto Rico. Eastern has previously operated as a provider of chartered airline
      services and expected to return to operations during June or July of 2006.
      However, due to delays that have been encountered with aircraft registration
      and
      other mandated requirements by aviation regulatory agencies management has
      revised the expected plan to return to operations to September 2006. Eastern
      will maintain a commercial hub in Puerto Rico.





Additionally,
      the Company is a party to two asset purchase agreements (referred to herein
      as
      acquisitions) with River Hawk Aviation, Inc. of San Antonio, Texas and Flight
      Test Associates, LLC of Tucson, Arizona. River Hawk


Aviation
      is a wholesaler and retailer of used aircraft parts and supplies. Flight Test
      Associates, LLC develops prototype systems, performs systems integration and
      manned and unmanned aircraft modifications, as well as, flight test and flight
      operations support services. At September 30 ,
      2006
      and as of the date of signing of this Report on Form 10-QSB, the
      Company had


not
      completed either of the asset purchase agreements and accordingly, had not
      taken
      possession of the underlying assets nor operational control of the entities.
      The
      completion of each of the respective agreements is scheduled to occur by
      December 31, 2006. However, the completion of each of these agreements is
      contemplated based upon the Company’s ability of raising the funds necessary to
      complete the acquisition s including sufficient working capital to enable the acquired companies to be
      effectively operated. The financial obligation under the River Hawk acquisition
      is $2.5 million and under the Flight Test Associates, LLC agreement is $2.0
      million. Company stock of 3.5 million shares has been offered to the owner
      of
      River Hawk Aviation, Inc. and 3.5 million shares to the owners of Flight Test
      Associates to complete the respective asset purchase agreements. No
      assurance can be made that sufficient financing will be raised or that the
      Company will be able to complete either or both of the
      acquisitions.













9


Results
      of Operations for the Three and Nine Months Ended September 30, 2006 and
      2005.




Sales




We
      had
      sales of $0 for the three months ended September 30, 2006 as compared to sales
      of $76,127 for the three months ended September 30, 2005. We had sales of $0
      for
      the nine months ended September 30, 2006 as compared to sales of $97,923 for
      the
      nine months ended September 30, 2005. The acquisition of Cool Tours, Inc.
      through Eastern Caribbean Airlines, Inc., our wholly owned subsidiary, resulted
      in the sales activity from charter flights in 2005. During the quarter ended
      December 31, 2005, we temporarily discontinued operations as the aircraft we
      had
      been using under various agreements was unable to be operated until various
      FAA
      mandated maintenance checks and procedures were performed. The owner of the
      aircraft and the Company were unable to agree on the allocation of any costs
      and
      expenses in connection with the scheduled maintenance checks as well as any
      other required procedures to certify the air worthiness of the aircraft.
      Accordingly, operations were curtailed until replacement aircraft could be
      added
      to the Company’s airline operating certificate. Management plans for the
      resumption of aviation services through Eastern Caribbean Airlines, Inc. but
      no
      exact timetable exists as of the
      signing date of this report.




Net
      Losses




We
      had
      net losses of $423,774 for the three months ended September 30, 2006 as compared
      to net losses of $473,073 for the three months ended September 30, 2005. The
      decrease in losses is primarily due to management’s cost cutting efforts and the
      maintenance of certain cost structures on a reduced basis.




We
      had
      net losses of $1,494,829 for the nine months ended September June 30, 2006
      as
      compared to net losses of $1,907,0121 for the nine months ended September 30,
      2005. The decrease in losses is primarily attributable to a non-recurring write
      off of $386,639 of assets pursuant to spin offs that failed to be completed.





General
      and Administrative




We
      had
      general and administrative expenses of $349,312 for the three months ended
      September 30, 2006 as compared to general administrative expenses of $351,944
      for the three months ended September 30, 2005. The slight decrease
      is primarily attributable to management’s cost cutting efforts and attempts to
      conserve capital.




We
      had
      general and administrative expenses of $1,247,612 for the nine months ended
      September 30, 2006 as compared to general and administrative expenses of
      $1,238,069 for the nine months ended September 30, 2005. Although general and
      administrative expenses are slightly higher for the nine months ended September
      30, 2006, $330,000 of expenses for services were paid via the issuance of our
      common stock and accordingly, available capital was utilized to continue
      subsidiary development and support.




Interest
      Expense




We
      had
      interest expenses of $36,123 for the three months ended September 30, 2006
      as
      compared to $34,476 for the three months ended September 30, 2005. We had
      interest expenses of $108,016 for the nine months ended September 30, 2006
      as
      compared to $109,783 for the nine months ended September 30, 2005.




Interest
      expenses for the three month period ended September 30, 2006 increased over
      that
      of the three months period ended September 30, 2005 due to increased reliance
      on
      borrowings to pay necessary costs and expenses. Interest expense for the nine
      months ended September 30, 2006 and that for the nine months ended September
      30,
      2005 are approximately equal. However, the Company did conduct minimal revenue
      producing operations during 2005 whereas in 2006 there have been no revenues
      from operations. Accordingly, more reliance on outside borrowings has been
      required so that, despite management’s cost cutting efforts, interest expenses
      have remained relatively constant. The Company has periodically issued common
      shares to retire debt and its underlying interest however, it has not yet been
      able to generate sufficient borrowings to resume operations nor to properly
      capitalize the Company. Accordingly, continued reliance on new borrowings has
      resulted in keeping the interest expenses relatively constant.






10




Additional
      Information




As
      previously mentioned, the Company has gone through a number of management
      changes in recent months and has restructured its Board of Directors. As of
      September 30, 2006 and at present, Calvin Humphrey has accepted appointment
      as
      the Company’s Chief Executive Officer and Chairman of the Board. Robert Scott is
      the Company’s Chief Financial Officer and a Director. Roger Larreur and James
      Paquette have also joined the Company’s Board. Rodolfo Dominguez has departed
      from the Company for personal reasons.





The
      incoming management and Board appointees have significant aviation industry
      experience and have worked with various operating airlines, aircraft
      manufacturers and suppliers. Calvin Humphrey, the Company’s new CEO, has held
      similar positions with several regional airline carriers.





The
      effect of the change in management is that the Company’s strategy has evolved to
      primarily seeking acquisitions of profitable operating companies within the
      aviation industry and secondly, continuing the development of our aviation
      subsidiaries in Puerto Rico and the Dominican Republic.





Accordingly,  the
      Company is currently seeking
      to complete asset acquisition agreements with River Hawk Aviation, Inc. and
      Flight Test Associates, LLC. Each of these entities is currently operating
      and
      profitable.


River
      Hawk Aviation, Inc is wholly owned by Calvin Humphrey the Company’s CEO and
      Chairman. Information regarding the Company’s Eastern Caribbean Airlines
      Corporation, Inc. and Viva Air Dominicana S.A. follows.





Our
      Eastern Caribbean Airlines Corporation, Inc. subsidiary is planning and
      preparing to return to active operations. The expected date of resumption of
      service is not currently known. Operations will resume through the usage of
      a
      Cessna 402 having a capacity of 8 to 9 passengers. At present, 1 aircraft is
      under lease and a 2 nd is being
      considered through the same supplier. Currently, we are awaiting final FAA
      approvals in order to schedule the resumption of services..




Eastern
      Caribbean Airlines Corporation, Inc. possesses a FAA 135 airline operating
      certificate.


As
      such,
      Eastern is authorized to operate chartered flight services.




The
      Company’s subsidiary operation in the Dominican Republic has not yet generated
      revenues as it continues through its development stages. We
      currently plan
      to
      integrate the capabilities of our Puerto Rico and Dominican Republic
      subsidiaries upon the resumption of chartered and scheduled charter passenger
      operations.




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. We continue to
      believe that our present business plan which stipulates the utilization of
      smaller commuter type aircraft to conduct our operations is the most
      economically advantageous and profitable way to operate within the Caribbean.
      However, management is also focusing our future route and operational
      development on points in South and Central America and accordingly, may modify
      our business plan to include various joint venture arrangements or to adjust
      for
      other types of aviation equipment necessary to successfully service these
      locations.




We
      acknowledge that the implementation of our business plan has been delayed for
      numerous reasons that include inadequate capitalization, governmental delays
      and
      compliance issues, inadequate human and consultant resources, and our failure
      to
      procure sufficient aviation equipment as previously promulgated. However,
      despite the delays, we have continued to pursue our development and have
      leveraged our available capital as well as our human resources and business
      relationships to the execution of our business plan. Combined with a change
      in
      managerial strategy that now focuses on the acquisition of operating profitable
      aviation related companies it is expected that the Company’s new acquisitions
      will allow for the final development needed in our Puerto Rico and Dominican
      Republic subsidiaries without reliance on major capital infusions.


11


Through
      the prudent management of our available resources, Management believes that
      it
      has kept our costs and expenses under control and has avoided obligating us
      for
      significant financial obligations normally associated with the purchase or
      lease
      of aviation aircraft. Accordingly, despite the lengthy development of our
      operating subsidiaries, management believes that we are positioned favorably
      to
      resume and expand operations .





Liquidity
      and Capital Resources




At
      September 30, 2006, we had $430 in cash. Since inception we have accumulated
      a
      deficit of approximately $19,850,000.




Our
      principal sources of funding for the three month period ending September 30,
      2006 were $89,398 of loans from shareholders, $10,000 from Calvin Humphrey,
      the
      Company’s CEO and $25,000 of loans from private investors not having any known
      relationship to the Company. Funding was provided for working capital purposes
      and ongoing expenses of the Company’s subsidiaries. As of September 30, 2006,
      $1,174,629 in working capital loans from these sources remains
      payable.




Management
        has previously estimated that we will require a minimum of $3,000,000 of
        working
        capital to complete our subsidiaries transition from a development stage
        company
        to full operation. Air services commenced in 2005 on a very limited basis
        but
        were interrupted during October of 2005 when the aircraft we were was using
        was
        scheduled for FAA mandated maintenance. Due to an ongoing dispute with the
        aircraft’s owner, we were unable to agree to the amount of cost and expense that
        we would absorb pursuant to the maintenance check. Accordingly, operations
        were
        temporarily suspended. Operations are planned to resume through our Eastern
        Caribbean Airlines Corporation but no exact timetable presently
        exists.




We
      believe that we can incrementally raise capital on a project by project basis
      by
      utilizing convertible debentures via private placement. Under this method of
      financing, we could conceivably break our projects (or acquisitions) into
      funding requests of as little as $150,000 Capital funding increments. Subsequent
      to the end of the September 30, 2006 quarter, we
      have
      utilized this methodology to obtain approval on a $200,000 project for which
      we
      have received $85,000 to date with efforts to raise an additional $125,000
      ongoing which
      we
      hope to
      receive prior to December 31, 2006. In addition a project funding request of
      $350,000 has been approved by our investment bankers and was expected to close
      on or before September 15, 2006 but has
      been
      delayed until
      an
      unknown future date. No assurance can be given, however, that any such
      financings will be completed. The above two projects coincide with the
      resumption of our charter services through Eastern Caribbean and an offer to
      expand the scope of our charter services via a U.S. based 121 carrier already
      servicing various destinations within the Caribbean.





In
      light
      of our recent changes in management and a revised business strategy that
      concentrates on the acquisition of profitable aviation related companies, the
      emphasis on raising capital has shifted away from the Caribbean funding projects
      and towards the acquisition of River Hawk Aviation, Inc. and Flight Test
      Associates, LLC . Accordingly, these two acquisitions will require $2.5 million
      and $2.0 million plus additional working capital respectfully. Upon completion
      these acquisitions will give the Company a presence in the used aircraft parts
      and supplies aftermarket as well as in the development of prototype systems,
      systems integration and manned and unmanned aircraft modifications as well
      as
      flight test and flight operations support services. The acquisitions will be
      complementary to our Caribbean airline service operations and it is believed
      will assist us in raising the necessary capital to complete the Caribbean
      development as well as the resumption of aviation services. Accordingly, it
      is
      now believed that we may need to raise approximately $10 million to complete
      our
      objectives of acquiring of operating profitable companies within the aviation
      sector as well as completing the Caribbean development through its final
      development and to the resumption of services from Puerto Rico to the
      commencement of services from the Dominican Republic.




However,
      we do not currently have the funds necessary to provide working and expansion
      capital to our aviation subsidiaries or to make our planned acquisitions. We
      will only be able to provide the needed capital by raising additional funds.
      We
      have been able to obtain support from some of our shareholders and related
      parties and additional support has been promised. However, there can be no
      guarantee that the promised amounts will be available when needed and in
      sufficient amounts. Management remains optimistic that we can raise sufficient
      capital to fund various projects and acquisitions and that the utilization
      of
      these resources will build a strong economic base that will generate enough
      cash
      flows so as to be less reliant on borrowings to survive and grow.






12






We
      have
      previously announced the retention of S. G. Martin Securities, LLC (“Martin) to
      provide investment banking services. Notwithstanding the engagement of Martin,
      we have continued negotiations with other firms and/or individuals capable
      of
      providing various needed financial and capital services and availability. We
      believe that the engagement of Martin as well as the renewed interest in our
      various aviation related projects combined with a favorable impression of the
      management and director changes that have been recently made will allow us
      access to the capital we need to implement our strategic business plan.




However,
      should we continue to be unable to raise adequate funds, we may not be able
      to
      complete needed acquisitions or continue the development of our Caribbean
      airline subsidiaries.




We
      are
      optimistic, however, that we will be able to borrow sufficient capital to
      complete our contemplated acquisitions and continue the development of our
      aviation subsidiaries through to the resumption and/or commencement of aviation
      services as contemplated in our business plan.




Off-Balance
      Sheet Arrangements




We
      do not
      have any off balance sheet arrangements that are reasonably likely to have
      a
      current or future effect on our financial condition, revenues, results of
      operations, liquidity or capital expenditures.




**Item
      3. Controls and Procedures**




The
      Company’s Principal Executive Officer and Principal Financial Officer have
      reviewed the Company’s disclosure controls and procedures as of the end of the
      period covered by this report. Based upon this review, such officers have
      concluded that the Company’s disclosure controls and procedures are effective in
      timely alerting them 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 quarter covered by this
      report that have materially affected, or are reasonably likely to materially
      affect, the Company’s internal control over financial reporting.




**PART
      II - OTHER INFORMATION**




Item
      1.  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 Company 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.






13






(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 contest this matter.




(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.




(10)
      John
      D. Hartman vs. Viva International, Inc. and Eastern Caribbean Airlines
      Corporation. Mr. Hartman has filed a complaint in Michigan claiming that
      his is owed $4,317.42 for services performed in Puerto Rico during 2005. The
      Company has previously agreed that Hartman is entitled to the amounts he has
      claimed but that it would be necessary to pay these amounts off in installments
      according to its ability. In management’s opinion, Hartman has incorrectly filed
      his complaint and it will respond accordingly to the Court. If the Court agrees
      and dismisses this action, the Company will renew negotiations with Hartman.
      A
      hearing on this matter has been scheduled for December 4, 2006.






14




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.  Unregistered
      Sale of Equity Securities and Use of Proceeds.


On
        January 13, 2006, 500,000
        shares of restricted
        common stock were issued
        as
        consideration for appraisal, valuation and management advisory services to
        be
        rendered in connection with a proposed merger and/or joint venture with an
        on-line travel reservation broker.
  On
        March
        3, 2006, 4,943,925
        shares of restricted
        common stock were issued
        in
        payment for corporate debts in the amount of $288,277 and accumulated interest
        of $28401.
  On
        March
        9, 2006, 2,000,000
        shares of restricted
        common stock were issued
        as
        consideration for financial services, consulting and management advisory
        services.
  On
        June
        30, 2006, 5,965,562
        shares of restricted
        common stock were issued
        in
        payment for corporate debts in the amount of $278,924 and accumulated interest
        of $22,934.
 
 On
        October 4, 2006, 7,230,268
        of restricted
        common stock were issued
        in
        payment for corporate debts including accumulated interest of
        $433,816.
  All
        of
        such securities were issued in reliance upon the exemption from registration
        pursuant to Section 4(2) of the Securities Act of 1933, as amended.




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.




31.1
            Certification
                of Principal 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)32.1
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
                1350)
















15












**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








Date:November
                20, 2006
            VIVA
                INTERNATIONAL, INC.By:*/s/
                CalvinHumphrez*
            By:*/s/
                Robert J. Scott*Calvin
                Humphrey
            Robert
                J. ScottChief
                Executive Officer
            Chief
                Financial Officer(Principal
                Executive Officer)
            (Principal
                Financial Officer)