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 June 30, 2003

                                       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.
                        (FORMERLY THE AUXER GROUP, INC.)
        (Exact name of small business issuer as specified in its charter)


      DELAWARE                                          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:  5,069,463  shares of common
stock, $0.001 par value, as of June 30, 2003.


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


                                     PART I


                              FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS

The consolidated financial statements of Viva International,  Inc. (Formerly The
Auxer Group,  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, 2002.





                                       2


<PAGE>

<TABLE>
<CAPTION>

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

                                                                           June 30,              December 31,
                                                                             2003                    2002
                                                                             ----                    ----
                   ASSETS                                                 (unaudited)
Current Assets
<S>                                                                  <C>                     <C>
     Cash                                                            $                 -     $            10,222
     Accounts receivable, net                                                          -                  15,077
     Inventory                                                                         -                 158,447
     Employer advance                                                             26,325                       -
     Prepaid expenses                                                                  -                  55,087
                                                                       ------------------      ------------------
          Total Current Assets                                                    26,325                 238,833

Property plant and equipment, net of accumulated depreciation                          -                  20,397
Security deposit                                                                 158,000                   5,132
Goodwill                                                                       6,200,000                       -
                                                                       ------------------      ------------------
          Total Assets                                               $         6,384,325     $           264,362
                                                                       ==================      ==================

              LIABILITIES AND CAPITAL

Current Liabilities
     Accounts payable and accrued expenses                           $           853,530     $           673,517
     Credit line                                                                  24,728                 120,731
     Taxes payable                                                                97,816                 129,240
     Notes payable                                                               915,193                 908,838
     Notes payable-shareholders                                                        -                 174,528
                                                                       ------------------      ------------------
          Total Current Liabilities                                            1,891,267               2,006,854

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

Commitments and contingencies

Stockholders' Equity (Deficit)
  Common stock, 1,000,000,000 shares authorized at $.001
    par value; issued and outstanding 5,069,463 at June
    30, 2003 and 446,278 at December 31, 2002                                      5,069                     446
  Preferred stock 25,000,000 shares authorized at
    $.001 par value; 16,100,000 shares outstanding
    at June 30, 2003 and 1,500,000 at December 31, 2002                           16,100                   1,500
Additional paid-in capital                                                    16,661,651              10,770,766
Accumulated deficit                                                          (12,251,012)            (12,579,136)
                                                                       ------------------      ------------------
          Stockholders' Equity (Deficit)                                       4,431,808              (1,806,424)
                                                                       ------------------      ------------------
          Total Liabilities and Capital                              $         6,384,325     $           264,362
                                                                       ==================      ==================
</TABLE>


                 See Notes to Financial Statements
                                 3

<PAGE>

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


                                                     For the Three Months Ended                For the Six Months Ended
                                                               June 30,                                 June 30,
                                                     2003                 2002                 2003                 2002
                                                     ----                 ----                 ----                 ----
                                                  (unaudited)          (unaudited)          (unaudited)          (unaudited)

<S>                                          <C>                  <C>                  <C>                  <C>
Sales revenues                               $                 -  $           484,892  $                 -  $           804,228

Cost of sales                                             22,209              446,360               22,209              634,859
                                               ------------------   ------------------   ------------------   ------------------

Gross profit (loss)                                      (22,209)              38,532              (22,209)             169,369

General and administrative expenses                      425,861              368,224              592,016              536,453
Impairment of fixed asset                                  5,968              270,000                5,968              270,000
Depreciation and amortization                                  -               29,705                    -               63,313
Interest expense                                         545,242               40,681              562,835               62,038
                                               ------------------   ------------------   ------------------   ------------------
                                                         977,071              708,610            1,160,819              931,804

    Loss from operations                                (999,280)            (670,078)          (1,183,028)            (762,435)

Other income and expenses
    Gain (loss) on sale of assets                          1,000                    -              (22,873)                   -
    Interest income                                            -                    -                3,250                    -
                                               ------------------   ------------------   ------------------   ------------------

Net (loss) from continuing
     operations                                         (998,280)            (670,078)          (1,202,651)            (762,435)

Income (loss) from discontinued operations,
     net of taxes                                              -               51,079                    -              (45,757)
                                               ------------------   ------------------   ------------------   ------------------

Net loss                                     $          (998,280) $          (618,999) $        (1,202,651) $          (808,192)
                                               ==================   ==================   ==================   ==================

Income (loss) per common share from
     discontinued operations                 $                 -  $              0.19  $                 -  $             (0.21)
                                               ==================   ==================   ==================   ==================

Net (loss) per common share                  $             (1.37) $             (2.34) $             (1.14) $             (3.70)
                                               ==================   ==================   ==================   ==================

Weighted average shares outstanding                      730,062              264,172            1,056,428              218,662
                                               ==================   ==================   ==================   ==================

</TABLE>

                       See Notes to Financial Statements.
                                        4
<PAGE>

<TABLE>
<CAPTION>

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

                                                             For the Three Months Ended          For the Six Months Ended
                                                                     June 30,                             June 30,
                                                             2003               2002              2003              2002
                                                             ----               ----              ----              ----
                                                          (unaudited)        (unaudited)       (unaudited)       (unaudited)
<S>                                                   <C>                  <C>                <C>               <C>
Operating Activities
   Net loss from continuing operations                $        (998,280)   $      (618,999)   $   (1,202,651)   $     (808,192)
   Adjustments to reconcile net loss to net cash
      used by operating activities:
   Depreciation and amortization                                      -             36,176                 -            63,313
   Common stock issued for services                                   -              7,500            30,000             7,500
   Stock issued for compensation                                      -                  -            10,000                 -
   Convertible loan interest                                    545,242                  -           562,835                 -
   Loss on sale of assets                                             -                  -            23,873                 -
   Impairment of fixed assets                                         -            270,000                 -           270,000
   Other                                                         10,281                  -                 -                 -
   Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                    15,077            283,910            15,077            99,303
   (Increase) decrease in inventory                             158,447             18,624           158,447           462,894
   (Increase) decrease in prepaid expenses                       55,087                  -            55,087                 -
   (Increase) decrease in other receivables                     (26,325)            16,340           (26,325)           33,112
   Increase (decrease) in accounts payable and
      accrued expenses                                          (49,414)           222,649            68,080           (56,370)
   Increase (decrease) in payroll tax liability                 (31,424)            90,020           (31,424)           90,020
   Increase (decrease) in deferred sales                              -           (389,528)                -          (303,674)
                                                        ----------------   ----------------  ----------------  ----------------
   Net cash (used) by operating activities                     (321,309)           (63,308)         (337,001)         (142,094)

Investing Activities
   Sale and spin off of business, net                                 -                  -           (42,991)                -
   Security deposit                                             (44,868)            (4,000)          (44,868)           (4,000)
                                                        ----------------   ----------------  ----------------  ----------------
   Net cash provided (used) by investing activities             (44,868)            (4,000)          (87,859)           (4,000)

Financing Activities
   Bank loan proceeds                                                 -                  -                 -           100,000
   Payment of bank loan                                               -               (915)              (41)           (2,914)
   Short-term borrowings                                        330,385                  -           379,649                 -
   Payments on long-term debt                                         -               (196)             (599)             (404)
   Shareholder loan payable                                           -             43,395                 -            24,784
   Colbie loan adjustment                                        35,629                  -            35,629                 -
                                                        ----------------   ----------------  ----------------  ----------------
   Net cash provided (used) by financing activities             366,014             42,284           414,638           121,466
                                                        ----------------   ----------------  ----------------  ----------------
   Increase (decrease) in cash                                     (163)           (25,024)          (10,222)          (24,628)
   Cash at beginning of period                                      163             28,012            10,222            27,616
                                                        ----------------   ----------------  ----------------  ----------------
   Cash at end of period                              $               -    $         2,988    $            -    $        2,988
                                                        ================   ================  ================  ================

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.
                        (FORMERLY THE AUXER GROUP, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


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 June 30, 2003 and their  results of  operations  and
          their  cash flows for the three and six month  periods  ended June 30,
          2003 and  2002.  Results  of  operations  for the  three and six month
          period  ended  June 30,  2003 are not  necessarily  indicative  of the
          results  that may be expected  for the year ending  December 31, 2003.
          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 and six month periods ended June 30, 2003 and
          2002 since there was no dilutive effect of potential common shares.


Note 3-   On January 8, 2003 the Company  entered  into an  agreement  to
          exchange  307,500  shares  of the  Company's  common  stock  for  100%
          ownership of VIVA International,  Inc., a Puerto Rico Corporation.  In
          addition, the Company will issue 175 shares of common stock (valued at
          $4,480)  and  grant 825  shares  of  common  stock at $80 per share to
          certain  employees of VIVA Airlines,  Inc. VIVA Airlines,  Inc. has no
          assets and holds a letter of intent to acquire 49% of Queen Air and/or
          Aeronaves  Queen,  SA (a Dominican  Republic air carrier) for $600,000
          U.S.

Note 4-   Also, on January 8, 2003,  the Company sold 80% of Harvey  Westbury
          Corp  to  a  former  officer  of  the  Company  for  $44,127  and  the
          forgiveness  of $110,401  of monies  owed by the  Company to him.  The
          Company approved the forgiveness of $1,206,625 of loans made to Harvey
          Westbury Corp. The Company then approved the spin-off of the remaining
          20% interest in Harvey Westbury Corp. to the Company's shareholders of
          record on January 9, 2003.

Note 5-   During March,  2003 the Company  issued 3,750 shares of common stock
          for the payment of legal fees  valued at $30,000 and 78,919  shares of
          common stock for the conversion of $86,710 of principal and $71,127 of
          interest of convertible debt.

Note 6-   On April 24, 2002 the Company  entered into a  modification  and
          payment restructuring  agreement with one of its creditors whereby the
          creditor  would try to sell the  underlying  collateral and offset the
          proceeds against an agreed upon amount, and any short would be paid by
          the  Company  before  September  2002.  The  Company  did not make the
          payment when due and is now in default.

                                        6
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


Note 7-   During the first  quarter of 2003,  the  Company  corrected  an error
          in failing to issue 2,500 shares of common  stock to a former  officer
          of the Company for services in a prior year.  The value of the shares,
          $10,000, was charged to compensation expense.



Note 8-   During  the second  quarter of 2003,  the  Company  announced  that
          its' wholly owned  subsidiary,  VIVA Airlines,  Inc. has completed the
          acquisition  of 49% of Queen Air,  Aeronaves  Queen S.A.  pending  the
          delivery of a promissory note for $1,000,000.



Note 9-   During  June,  2003 the Company  changed its name from The Auxer
          Group, Inc. to Viva International, Inc.

Note 10-  During June,  2003 the Company  effected a reverse stock split of 1
          for 800 to be effective as of June 16, 2003.


Note 11-  The  Company  has  completed  the  conversion  of the  balance  of its
          convertible debt and interest for 82,540 shares of common stock.


Note 12-  The Company issued  106,250  shares of common stock to the
          convertible debt holders in settlement of a dispute.


Note 13-  The Company  issued  15,000,000  shares of class B  preferred  stock
          to  Mojave  Jet,  LLC as a deposit  on the  purchase  of jet  aircraft
          (Boeing  727-200).  The purchase  price of the asset is  approximately
          $1,600,000.



Note 14-  The Company issued  4,000,000 shares of common stock for the
          conversion of 400,000 shares of class A preferred stock.

                                        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. (name changed
from the Auxer Group, Inc. on June 10, 2003) 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 (4) four wholly
owned subsidiaries: Viva Airlines, Inc., CT Industries, Inc., Hardyston
Distributors, Inc. (doing business as The Mechanics Depot), and Universal
Filtration Industries, Inc. A previously wholly owned subsidiary (Harvey
Westbury Corp.) was spun off by the Parent Company (Viva/Auxer) during January,
2003 to a former officer and director of the Company in exchange for the
assumption of debts and related liabilities. Viva Airlines, Inc. is a
development stage company that will provide passenger and cargo services to
various destinations from its commercial hub in Santo Domingo, Dominican
Republic. CT Industries, Inc., Hardyston Distributors, Inc. and Universal
Filtration Industries, Inc. are all inactive and management does not currently
plan to resume their respective operations.

Results of Operations for the Three Months Ended June 30, 2002 and 2003.

Viva International, Inc. had sales of $0 for the quarter ended June 30, 2003 as
compared to sales of $484,892 for the quarter ended June 30, 2002. The decrease
in sales was attributed to the spin off of Harvey Westbury Corp.

Viva International, Inc. had net losses of $998,280 for the quarter ended June
30, 2003 as compared to net losses of $618,999 for the quarter ended June 30,
2002. The decrease in net losses reflects the Company's decision to develop its
aviation related business segment and to discontinue its automotive business
lines.

Viva International, Inc. had general administrative expenses of $425,861 for the
quarter ended June 30, 2003 as compared to general administrative expenses of
$368,224 for the quarter ended June 30, 2002. The increase in these expenses was
attributable to the Company's decision to develop its aviation related business
segment and to discontinue its automotive business lines.

Viva International, Inc. had interest expenses of $545,242 for the quarter ended
June 30, 2003 as compared to $40,681 for the quarter ended June 30, 2002. The
increase in these expenses was primarily due to the additional write-off of the
deferred financing expenses as a result of the exchange of the convertible bonds
for common stock.

The Company did not report any revenue for the three month period ending June
30, 2003. The aviation industry subsidiary is a development stage company and is
the only active subsidiary. The aviation industry subsidiary was expected to
begin operations during the quarter ended June 30, 2003. However, operations are
now expected to begin during the quarter ended December 31, 2003.

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

On January 11, 2002, CT Industries introduced its new website,
www.ctiprepaid.com. This site is an informational site on CT Industries'
products. The Company plans to introduce new sites for its investors and
distributor companies. Since November 15, 2002, no new sites have been
introduced.

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

On April 15, 2002, The Company announced its initial phase of restructuring
neared completion and a reduction in losses due to restructuring.

On May 2, 2002, The Company announced it had entered into an agreement with
certain debenture holders to settle its convertible debentures for $1 Million.
Under the terms of the agreement, 92 million shares of common stock which were
registered under a Form SB-2 registration statement were issued and placed in
escrow based on a lock-up arrangement. Upon the debenture holders receiving the
settlement payment, through a third party, the registration and debenture
agreements were to be retired. As of the three month period ended June 30, 2003,
the debenture holders have been paid in full and the debenture has been retired.

On May 7, 2002, The Company announced that the Board of Directors was focusing
its corporate resources on sourcing acquisition candidates in the
telecommunications and technology industry sectors. Management has since
identified candidates to invest in and/or acquire within the Transportation
Industry. As of the quarter ending June 30, 2003, the Company has focused its
attempts on developing its airline operations and related businesses.
Accordingly, the Company has abandoned all attempts to develop business in the
telecommunications and technology industry sectors.

On May 21, 2002, The Company announced an increase in revenues and a reduction
of expenses due to its restructuring initiatives. Revenues have decreased and
expenses continued to decrease in the three months ended June 30, 2002 and the
subsequent periods ending September 30 and December 31, 2002. In January of
2003, the Company spun off its Harvey Westbury subsidiary. Harvey Westbury was
the only operating subsidiary at the time of the spin-off. Accordingly, the
revenue and expense history of the Company for 2003 reflects the stage
development activities of its Viva Airlines, Inc. subsidiary.


On June 20, 2002, The Company announced sales for products sold by its
automotive group increased compared to the prior year for the three month
periods ended March 31, 2002 and March 31, 2001. Sales for the quarters ended
June 30, September 30 and December 31, 2002 decreased compared to sales in the
quarters ended June 30, September 30 and December 31, 2001. These results were
primarily attributable to the operating subsidiaries inability to purchase
adequate inventory to grow and/or maintain sales of the telecommunications and
automotive products.

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

On September 12, 2002, the Company announced that it was launching a search for
an interim CEO to focus on its acquisition strategy. As of January 15, 2003 and
in connection with a stock exchange agreement with Viva Airlines, Inc. and a
plan of reorganization, Robert J. Scott was appointed as the Company CEO.

On December 2, 2002, The Company announced that it had signed a letter of intent
to acquire Viva Airlines based in San Juan, Puerto Rico.

On December 17, 2002, The Company announced that its merger candidate, Viva
Airlines, was planning to change its name to Viva International, Inc. On June
10, 2003, The Auxer Group, Inc. changed its name to Viva International, Inc. The
Company's Viva Airlines, Inc. subsidiary was unaffected by the name change.

On January 15, 2003, The Company completed a stock exchange agreement and plan
of reorganization with Viva Airlines, Inc.

On February 19, 2003, The Company announced that Viva Airlines, Inc. had agreed
to acquire Aerocontinente Dominicana, S.A. for $1,200,000 in cash. The Company
failed to complete this agreement and abandoned its attempt to complete the
acquisition.

On February 20, 2003, The Company announced that Viva Airlines, Inc. had entered
into a purchase agreement with Mojave Jet for 2 Boeing 737-200 aircraft. The
purchase agreement remains open as of June 30, 2003.

On March 10, 2003, The Company announced that Viva Airlines, Inc. was close to
finalizing its agreement to acquire a 49% interest in Queen Air, Aeronaves
Queen, S. A. The Company formally closed on this agreement on May 14, 2003.

On March 19, 2003, The Company announced that it was considering exiting the
depository trust and clearing system (DTC). The Company has not yet filed its
request for removal from the system.

On March 21, 2003, The Company announced that its Viva Airlines, Inc. subsidiary
had agreed to purchase its fuel requirements and supplies from World Fuel
Services. An account relationship has been established even though Viva has yet
to commence actual operations.

On March 27, 2003, The Company announced that it had made executive appointments
at its Viva Airline subsidiary. Rudy Dominguez was appointed as President and
Chief Operating Officer and Oscar Hasan was appointed as Vice President of Sales
& Marketing. Mr. Dominguez has not yet assumed his official duties. Mr. Hasan
assumed his official duties on April 1, 2003.

On April 2, 2003, The Company announced that Viva Airlines, Inc. had received an
endorsement from the Department of Tourism of the Dominican Republic for the
soon to be completed Queen Air, Aeronaves Queen, S.A. acquisition.

On April 4, 2003, The Company announced that Viva Airlines, Inc. had decided to
go forward with the acquisition of Queen Air, Aeronaves Queen, S.A. and that the
parties had agreed that all contractual issues and necessary agreements would be
ready for signature on April 9, 2003. Formal closing was expected to be
scheduled during the first full week of May, 2003.

On April 10, 2003, The Company announced that completion of the agreements to
acquire a 49% interest in Queen Air, Aeronaves Queen S.A. had been delayed until
April 11, 2003 due to some technical difficulties.

On April 29, 2003, The Company announced the appointment of Ronald S. Greene as
the Chief Pilot for its Viva Airlines, Inc. subsidiary.

On May 1, 2003, The Company announced the appointment of Eric F. Paillet as
Executive Vice President of its Viva Airlines, Inc. subsidiary. The Company also
announced its decision not to pursue the acquisition of Aerocontinente
Dominicana and that it had suspended discussions with Kick Communications of
Lake Success, New York. As of June 30, 2003, The Company rescinded its
appointment of Mr. Paillet prior to his joining the Company.

On May 2, 2003, The Company announced that Queen Air, Aeronaves Queen S.A. on
behalf of its subsidiary Viva Airlines, Inc. had received approval from the
Dominican Republic Aeronautical Authority on its Dominican Flag Carrier
Certificate application.

On May 14, 2003, The Company announced that Viva Airlines, Inc. completed its
formal closing with Queen Air, Aeronaves Queen S.A. In addition, The Company
announced its plans to do a 1 for 800 reverse stock split as of May 28, 2003.
The Company also announced an offer that would allow the common shareholders to
convert their holdings into preferred shares. At June 30, 2003, the conversion
offering is being prepared by corporate counsel for distribution to the
Company's shareholders for their consideration.

On May 20, 2003, The Company released additional information and statements
discussing the reverse split and the conversion offering as announced on May 14,
2003.

On May 22, 2003, The Company announced that Viva Airlines, Inc. through Queen
Air, Aeronaves Queen S.A. had obtained presidential approval on its airline
operational authority certificate. The approval allows Viva Airlines, Inc. to
commence flight operations. At June 30, 2003, Viva Airlines had not yet
commenced operations and does not expect to operate until during the quarter
ended December 31, 2003.

On May 30, 2003, The Company announced a delay in the implementation of the
reverse stock split as announced on May 14, 2003. The delay was to allow
consenting shareholders additional time to reconsider the reverse stock split.
The consenting shareholders, after additional review, did not seek to delay or
cancel the reverse stock split and without additional announcement the reverse
split subsequently (during June of 2003) became effective.

On June 3, 2003, The Company announced the following: formation of a five member
outside advisory committee of New York City area travel associations to assist
in strategic market planning; the expected start of operations from New York to
Santo Domingo during July using sub-service providers; the plan to provide
passenger and cargo services from Punta Cana to Caracas, Venezuala and Sao
Paulo, Brazil beginning July 15, 2003 under a code share agreement with a
Brazilian air carrier; the issuance of purchase orders for ticket stock, baggage
tags, boarding passes and ticket jackets; the opening of an office in Fort
Lauderdale; the issuance of a letter of intent to acquire a 49% interest in
Tropical Air International of St. Kitts and Nevus; an agreement to acquire a 45%
interest in Northeast Bolivian Airways Ltd. to open flight service to South
America; and an agreement to acquire nine DC 9-32's from Mojave Jet as needed
under a financing facility agreement arranged by Cherokee Transportation Group.
At June 30, 2003, the Company has been unable to conduct its initial flight
operations due to its inability to raise the necessary capital to fund the
various agreements required of its start-up. The Company is unlikely to pursue a
formal agreement with Tropical Air International due to licensing and
non-disclosed liabilities which have subsequently become known. The Company has
been unable to close its acquisition of the 45% interest in Northeast Bolivian
Airways, Ltd. due to lack of capital. The inability to bring closure to the
Northeast Bolivian opportunity may result in Northeast pursuing other suitors.
The DC-9 acquisition agreement remains available but the Company does not have
the ability to acquire or the need for the aircraft until it has obtained the
necessary capital to commence operations.

Sources of Liquidity

At June 30, 2003, the Company had no cash. Since inception the Company has
accumulated a deficit of approximately $12,251,000.

Viva International, Inc. will require a minimum of $3,000,000 of working capital
to complete Viva Airlines, Inc.'s transition from a development stage company to
full operation.

Viva International, Inc. does not currently have the funds necessary to provide
working and expansion capital to Viva Airlines, Inc. Viva International, Inc.
will only be able to provide the needed capital by raising additional funds.

The inability to raise funds or a continued lack of funds could result in the
failure to complete needed acquisitions of certain aviation assets or payment of
certain related expenses that would delay or prevent the commencement of the
operation of Viva Airlines, Inc.

Management is optimistic that the Company will be able to borrow sufficient
capital to fund Viva Airlines, Inc.

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

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.

Viva International, Inc. has the following pending or threatened litigation:

(1) The Auxer Group, Auxer Telecom, Inc. and CT Industries, Inc. vs. Husni
Hassan, Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and
Mustafa Qattous - Superior Court of New Jersey, Law Division, Passaic County -
Index No. L1120-02, filed on February 22, 2002. We are requesting a sum of
$1,250,000 plus interest for default of promissory note, violation of stock
purchase agreement and violation of employment contract. On April 12, 2002,
Clifton Telecard Alliance, Kattosko Communications, Mohd Qattous and Mustafa
Qattous filed a counterclaim for violation of stock purchase agreement. The
parties have entered into settlement negotiations. The present proposal is for
the defendant, Kattosko Communications, to pay the plaintiffs $15,000. In return
for such consideration, plaintiffs agree to allow Mustafa Qattous' stock to be
traded and sold and undertake certain filings and provide other financial
information for Clifton Telecard, Inc.

(2) Trans National Communications vs. Auxer Telecom Inc. dba Auxer Group-
Superior Court of New Jersey Law Division, Passaic County - Docket No. L793-02.
On April 17, 2002, a judgment in the amount of $339,381.84 was obtained against
the defendants. The plaintiff, Trans National Communications attached our bank
account even though the responsible party was Auxer Telecom. Our litigation
counsel successfully separated the defendants in this case and the judgment is
only against Auxer Telecom Inc., our inactive subsidiary. The attachment on our
bank account should be released shortly. We do 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.,
our 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. We do not intend to respond to this lawsuit and will allow a judgment to
be entered against CT Industries, our 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 our landlord for the premises known as 12 Andrews Drive, West
Patterson, New Jersey, our former business address. It is suing us for failure
to pay our base rent of $7,083.33 from October 2001 throught August 2002, plus
50% of real estate taxes, insurance premiums and other fixed charges contained
in our lease. Mahure, LLC is requesting in excess of $90,000.00 in attorney's
fees, cost of suit. Loss of income and interest. We are trying to settle this
matter.

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

(6) Colbie Pacific Capital - On April 24, 2002, we entered into a Modification
and Restructuring Agreement with Colbie Pacific Capital. The agreement required
us tomake a $350,000 payment to Colbie by September 28, 2002. We failed to make
such payment and the sum of $450,000 is now due to Colbie from us. On October 8,
2002, we received a settlement offer from Colbie's attorney whereby Colbie
agreed to allow us to sell certain assets and make our required payment. We are
trying to sell such assets, specifically telecommunications switching equipment.

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

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

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

(10) One of our shareholders, Daniel Kahraman, has requested that we have an
annual shareholders meeting. We have informed him that we do not have sufficient
funds to undertake our annual meeting. Mr. Kahraman has responded that he will
be taking legal action against us in the future.

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

Item 2.  Changes in Securities.

On May 2, 2002, we entered into an agreement whereby 8% convertible debentures
totaling $894,185 will be retired for one million dollars ($1,000,000) for
principal and accrued interest. The $1,000,000 is reduced by any proceeds
received by the debenture holder from the conversion of the debt into common
stock and the sale of common stock. For the three months ended June 30, 2003
$xx,xxx of debt was converted into 66,031,680 shares of common stock. This debt
has now been satisfied in full.

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.

None


     (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 August 19, 2003.

                             VIVA INTERNATIONAL, INC.

Date:  August 19, 2003       By:  /s/   Robert J. Scott
                             --------------------------
                             Robert J. Scott
                             President


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

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

I, Robert J. Scott  certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Viva
      International, Inc.

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

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

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

      a)   designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries, if any, is made known to us by others
           within those entities, particularly during the period in which this
           quarterly report is being prepared;

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

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

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

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

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


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


Dated:    August 19, 2003

/s/    Robert J. Scott
---------------------------
Robert J. Scott.
Principal Executive Officer
Principal Financial Officer