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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2004

                                       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)


      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: 41,067,944 shares of common
stock, $0.001 par value, as of November 19, 2004.



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

<PAGE>

                            VIVA INTERNATIONAL, INC.

                                   FORM 10-QSB

                              FOR THE QUARTER ENDED

                               SEPTEMBER 30, 2004

                                TABLE OF CONTENTS


PART I.      CONDENSED CONSOLIDATED FINANCIAL INFORMATION


<TABLE>


                                                                                               Page
                                                                                               ----
<S>                                                                                             <C>

Item 1.         Condensed Consolidated Financial Statements

                Condensed Consolidated Balance Sheets
                     September 30, 2004 and December 31, 2003                                    3

                Condensed Consolidated Statements of Operations
                     Three and nine months ended September 30, 2004 and 2003                     4

                Condensed Consolidated Statements of Cash Flows Nine months
                     ended September 30, 2004 and 2003                                           5

                Notes to Condensed Consolidated Financial Statements                            6-7

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


PART II.     OTHER INFORMATION

Item 1.         Legal Proceedings

Item 2.         Changes in securities

Item 3.         Defaults Upon Senior Securities

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

Item 5.         Other Information

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

                Signatures
</TABLE>


                                       1

<PAGE>


                                     PART I


                              FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS

The consolidated financial statements of Viva International, Inc. and
subsidiaries (collectively, the "Company"), included herein were prepared,
without audit, pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America were condensed or omitted pursuant to such rules
and regulations, these financial statements should be read in conjunction with
the financial statements and notes thereto included in the audited financial
statements of the Company as included in the Company's Form 10-KSB for the year
ended December 31, 2003.



                                       2

<PAGE>

<TABLE>

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

<CAPTION>

                                                                                       September 30,            December 31,
                                                                                         2004                    2003
                                                                                         ----                    ----
                    ASSETS                                                            (unaudited)
Current Assets
<S>                                                                              <C>                     <C>
  Employee advance                                                               $                 -     $            81,468
                                                                                   ------------------      ------------------
       Total Current Assets                                                                        -                  81,468

Property plant and equipment, net of accumulated depreciation                                                              -
Security deposit                                                                              68,000                  68,000
Goodwill                                                                                   4,500,000               4,500,000
                                                                                   ------------------      ------------------
       Total Assets                                                              $         4,568,000     $         4,649,468
                                                                                   ==================      ==================

               LIABILITIES AND CAPITAL
Current Liabilities
  Accounts payable and accrued expenses                                          $         1,789,142     $         1,278,209
  Credit line                                                                                 24,728                  24,728
  Taxes payable                                                                               97,816                  97,816
  Notes payable                                                                              555,443                 535,543
  Notes payable-shareholders                                                                 816,010                 593,698
                                                                                   ------------------      ------------------
       Total Current Liabilities                                                           3,283,139               2,529,994

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 41.067,944 at September 30, 2004
    and  5,965,144 at December 31, 2003                                                       41,068                   5,965
  Preferred stock 25,000,000 shares authorized at
    $.001 par value; -0- shares outstanding at September 30, 2004 and
    3,510,280 at December 31, 2003                                                                 -                   3,510
Additional paid-in capital                                                                16,552,752              16,584,345
Accumulated deficit                                                                      (15,370,209)            (14,535,596)
                                                                                  ------------------      ------------------
       Stockholders' Equity (Deficit)                                                      1,284,861               2,058,224
                                                                                  ------------------      ------------------
       Total Liabilities and Capital                                             $         4,568,000     $         4,649,468
                                                                                  ==================      ==================

</TABLE>


                        See Notes to Financial Statements
                                        3

<PAGE>

<TABLE>

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

<CAPTION>

                                         For the Three Months Ended                    For the Nine Months Ended
                                              September 30,                                  September 30,
                                        2004                   2003                   2004                   2003
                                    ------------           ------------           ------------           ------------
                                    (unaudited)              (unaudited)          (unaudited)        (unaudited)

<S>                                 <C>                    <C>                    <C>                    <C>
Sales revenues                      $         --           $         --           $         --           $         --

Cost of sales                                 --                 40,423                     --                 62,632
                                    ------------           ------------           ------------           ------------

Gross profit (loss)                           --                (40,423)                    --                (62,632)

General and administrative               229,591                298,832                769,572                890,848
Interest expenses                         26,955                 21,551                 65,040                584,386
Impairment of fixed asset                     --                     --                     --                  5,968
                                    ------------           ------------           ------------           ------------
                                         256,546                320,383                834,612              1,481,202

    Loss from operations                (256,546)              (360,806)              (834,612)            (1,543,834)

Other income and expenses
    Interest income                           --                     --                     --                  3,250
    Gain (loss) on sale of assets             --                 (1,000)                    --                (23,873)
                                    ------------           ------------           ------------           ------------

Net loss from continuing
    operations                      $   (256,546)          $   (361,806)          $   (834,612)          $ (1,564,457)
                                    ============           ============           ============           ============

Net loss per common share $                (0.01)          $      (0.07)          $       (.03)          $      (0.65)
                                    ============           ============           ============           ============

Weighted average
shares outstanding                    41,067,944              5,487,911             30,267,082              2,416,198
                                    ============           ============           ============           ============

</TABLE>


                       See Notes to Financial Statements.
                                        4

<PAGE>

<TABLE>

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

<CAPTION>
                                                                                     For the Nine Months Ended
                                                                                            September 30,
                                                                                  2004                       2003
                                                                              -----------                -----------
                                                                               (unaudited)                (unaudited)
Operating Activities
--------------------
<S>                                                                           <C>                        <C>
   Net loss from continuing operations                                        $  (834,612)               $(1,564,457)
   Adjustments to reconcile net loss to net cash
      used by operating activities:

   Loss on sale of subsidiary                                                          --                     23,873
   Convertible loan interest                                                           --                    584,386
   Other                                                                               --                      5,968
   Roundings                                                                           (1)                        --
   Changes in operating assets and liabilities:
   (Increase) decrease in other receivables                                        81,468                     15,077
   (Increase) decrease in inventory                                                    --                    158,447
   (Increase) decrease in prepaid expenses                                             --                     55,087
   (Increase) decrease in other receivables                                            --
                                                                                                             (43,725)
   Increase (decrease) in accounts payable and accrued expenses                   510,933                    428,862
                                                                              -----------                -----------
   Net cash used by operating activities                                         (242,212)                  (336,482)

Investing Activities
--------------------

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

Financing Activities
--------------------

   Payment of bank loan                                                                --                        (41)
   Short-term borrowings                                                           19,900                    379,649
   Payments on long-term debt                                                          --                   (131,474)
   Colbie loan adjustment                                                              --                     35,629
   Shareholder loan payable                                                       222,312                    510,005
                                                                              -----------                -----------
   Net cash provided by financing activities                                      242,212                    414,119
                                                                              -----------                -----------

   Increase (decrease) in cash                                                         --                    (10,222)
   Cash at beginning of period                                                         --                     10,222
                                                                              -----------                -----------
   Cash at end of period                                                      $        --                $        --
                                                                              ===========                ===========

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
                               SEPTEMBER 30, 2004



Note 1 - The accompanying consolidated financial statements contain all
         adjustments necessary to present fairly the financial position of Viva
         International, Inc. and subsidiaries (collectively, the "Company") as
         of September 30, 2004 and their results of operations for the three
         month and and nine month periods ended September 30, 2004 and 2003 and
         the statement of cash flows for the nine month period ended September
         30, 2004.. Results of operations for the three month period ended
         September 30, 2004 are not necessarily indicative of the results that
         may be expected for the year ending December 31, 2004. All material
         inter-company balances and transactions have been eliminated in
         consolidation.

Note 2-  Basic earnings (loss) per common share ("EPS") is computed as net
         earnings (loss) divided by the weighted-average number of common shares
         outstanding for the period. Diluted EPS representing the potential
         dilution that could occur from common shares issuable through
         stock-based compensation including stock options, restricted stock
         awards, warrants and other convertible securities is not presented for
         the three month periods ended September 30, 2004 and 2003 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 Corportion. In addition, the Company
         will issue 175 shares of common stock (valued at $4,480) and grant 825
         shares of common stock at $80.00 per share to certain employees of VIVA
         airlines, Inc. VIVA Airlines, Inc. has no assets.

Note 4-  Also, on January 8, 2003, the Company sold 80% of Harvey Westbury to
         a former officer of the Company for $44,126.90 and the forgiveness of
         $110,401.29 of monies owed by the Company to this officer. 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 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 43,355 and 35,564
         shares of common stock, respectively for the conversion of $86,710 of
         principal and $71,127 of interest of convertible debt.


                                        6

<PAGE>

                            VIVA INTERNATIONAL, INC.
                        (FORMERLY THE AUXER GROUP, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004



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.

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 of
         $10,000 was charged to compensation expense.

Note 8-  Through September 30, 2004, payments of $137,404 have been paid to
         employees of the Company through direct payment by a Company
         shareholder. The note to shareholder includes a liability for these
         employee payments. The Company has accrued compensation expense due to
         the employees as earned. However, the payments to date have been
         considered as advances against earned compensation and accordingly, at
         September 30, 2004 they have been recorded as a reduction of the
         liability to employees for wages earned.

Note 9-  At June 23, 2004, The Company authorized the conversion of all the
         outstanding preferred stock outstanding to common stock as a result of
         requests of the individual preferred shareholders. Shares were
         converted at the ratio of 1 share of preferred stock to 10 shares of
         common.

Note 10- Subsequent event:
         At November 16, 2004, the Company announced that it had agreed to the
         sale/spin off of its wholly owned subsidiary, Universal Filtration,
         Inc., to Carr Holdings, LLC. Pursuant to the agreement, Carr Holdings,
         LLC agrees to assume up to $100,000 in liabilities, absorb any and all
         costs of conducting its business affairs as a public entity and to
         issue a 1 for 1 share certificate in the new public company to the
         existing shareholders of VIVI as of November 20, 2004.



                                        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. Management does not currently plan
to resume the respective operations of Hardyston Distributors, Inc., CT
Industries, Inc and Universal Filtration Industries, Inc. Viva has announced
agreements to sell off its CT Industries, Inc. and Universal Filtration
Industries, Inc. subsidiaries to private Companies who intend to file
registration statements to become public entities. Any shares of ownership that
Viva may receive from the sale of its subsidiaries has been agreed to be spun
off to the existing shareholders of Viva as of a record date commensurate with
the agreements.

Results of Operations for the Three and Six Months Ended September 30, 2004 and
2003.

Viva International, Inc. had sales of $0 for the three and nine months ended
September 30, 2004 as compared to sales of $0 for the three and nine months
ended September 30, 2003. Viva Airlines, Inc., the Company's only operating
subsidiary, is in a stage of its Development and has not yet commenced
operations.

Viva International, Inc. had net losses of $256,546 and $834,612 for the three
and six months ended September 30, 2004 as compared to net losses of $361,806
and $1,564,457 for the three and nine months ended September 30. 2003. The
decrease in net losses reflects managements decision to reduce its number of key
employees continuing to work through the final stages of development of its
aviation related business segment as well as a reduction of interest expenses
due to non-recurring convertible loan interest.

Viva International, Inc. had general administrative expenses of $229,591 and
$769,572 for the three and nine months ended September 30, 2004 as compared to
general administrative expenses of $298,832 and $890,848 for the three and nine
months ended September 30, 2003. The decrease in these expenses is attributable
to the Company's decision to reduce the number of employees and outside
consultants actively working on the final stages of development of the aviation
related business segment.

Viva International, Inc. had interest expenses of $26,955 and $65,040 for the
three and nine months ended September 30, 2004 as compared to $21,551 and
$584,386 for the three and nine months ended September 30, 2003. The increase
for the three month period ended September 30, 2004 over that of the three month
period ended September 30, 2003 is indicative of the Company's continuing
reliance on shareholder and notes payable to fund ongoing operating expenses.
The overall reduction for the nine month period ended September 30, 2004 versus
that of the nine month period ended September 30, 2003 is primarily due to an
overall reduction in notes payable and in the interest rates applicable to the
existing debt obligations as well as the elimination of a non-recurring interest
charge related to the conversion of convertible loans.

The Company did not report any revenue for the three month period ending
September 30, 2004. The aviation industry subsidiary is a development stage
company and is the only active subsidiary. The aviation industry subsidiary was
expected to begin operations prior to the quarter ended September 30, 2004.
However, Management in response to the ever changing industry environment has
recast its strategic business plan to concentrate on beginning its operations
with smaller commuter type aircraft and also intends to initially concentrate on
building various joint venture agreements and accordingly, the Company's
expected date to begin operations has not yet been determined. Management
believes that the delays it has thus far experienced in creating its operating
entity may prove to be advantageous and has prevented the Company from entering
into equipment acquisition agreements and/or other transactions which might be
unprofitable.

<PAGE>

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

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

As of today, our other wholly owned subsidiaries are inactive or in the process
of being sold and/or dissolved.

On January 17, 2003, Viva Airlines appointed Juan Carlos Hernandez as its Vice
President and Chief Operating Officer for Dominican Republic operations. As of
April 15, 2003, Mr. Hernandez opted to reject his appointment.

On January 21, 2003, we commenced acquisition negotiations with Kick
Communications Inc. of New York, an international provider of long distance
telephone services. As of today. we have discontinued our discussions with Kick
Communications and do not intend to enter into any agreements with them.

On January 22, 2003, we issued a letter of intent to purchase 3 Boeing 727-200
aircraft from Airframe Consultants, Inc. The equipment covered by the letter of
intent is no longer available for purchase.

On February 19, 2003, Viva Dominicana S.A. was formed and signed an agreement to
Acquire Aerocontinente Dominicana, S.A. Viva Dominicana, Inc. S.A. is controlled
49% by Viva International, Inc. through individual nominees whoa re also
officers and/or directors of the Company. The agreement providing for the
acquisition could not be completed and was accordingly, vacated.

On February 20, 2003, we entered into negotiations with Mojave Jet to purchase 2
Boeing 737-200 aircraft. To date, we have not completed any type of equipment
acquisition with Mojave Jet. However, we do have deposits on file with Mojave to
complete future acquisitions. The deposits were funded via the issuance of
15,000,000 shares of preferred stock convertible to common at 10 to 1. In
December of 2003, by action of the Company's Board of Directors the preferred
shares on deposit were reduced from 15,000,000 to 2,500,000. On June 23, 2004,
the shares preferred shares were converted into common shares.

On March 10, 2003, we announced our intention to acquire a 49% interest in Queen
Air, Aeronaves Queen, S.A. The acquisition of Queen Air could not be completed
due to Company's inability to satisfy certain performance requirements as
demanded by the seller and the agreement was set aside by the parties in January
of 2004.

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. As of today, Viva Airlines, Inc., has not activated this agreement.
This vendor agreement is not binding on the Company and it is possible that the
Company will do business with other providers when it commences 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 also serves Viva International, Inc. as the Company's
Chief Operating Officer (COO). Mr. Hasan also serves Viva Air Dominicana, S.A.
as that Company's President. On July 15, 2004, Mr. Hasan was appointed as
President and Chief Executive Officer of Viva International, Inc.

<PAGE>

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. In light of
the failure to complete the Queen Air transaction as previously discussed, the
Company expects to request and receive a similar endorsement through Viva Air
Dominicana, S.A.

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. As previously discussed, the
Queen Air transaction was unable to be completed and was set aside without
liability in January of 2004.

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. As previously discussed, the
Queen Air transaction was unable to be completed and was set aside without
liability in January of 2004.

On April 14, 2003, we signed a letter of intent with Tristar Capital LLC to
purchase one Lockheed wide-passenger aircraft. The Company was unable to satisfy
certain economic criteria to convert the letter of intent into a purchase
contract. Subsequently, the aircraft was relocated to Bolivia under a verbal
agreement with Tristar that provided for a future payment to reimburse the costs
of moving the equipment. The documentation evidencing this agreement was never
completed and the aircraft was found to contain material defects rendering it
unusable to Viva or capable of passing inspections that were to be conducted by
the Bolivian Aeronautical Authority.

On April 21, 2003, the Company announced that it had entered into a passenger
connector Agreement with Fina Air of Puerto Rico and issued a letter of intent
to purchase 2 DC-9-32 aircraft. As of today, Viva has been unable to commence
operations and Accordingly, Fina Air has cancelled its agreement with Viva.
Further, the letter of intent for aircraft that were to be used in Fina has not
been exercised and accordingly, a completed transaction did not result.

On April 29, 2003, The Company announced the appointment of Ronald S. Greene as
the Chief Pilot for its Viva Airlines, Inc. subsidiary. Mr. Greene is currently
active in the Company on a part-time basis. For approximately 3 months from a
point near the end of 2003 through mid-March of 2004, Mr. Greene was actively
piloting for other air carriers. The Company has unpaid wages and expenses, of
approximately $36,000, due to Mr. Greene. Accordingly, Mr. Greene is not
currently working for Viva Airlines, Inc. and is not likely to return to active
duty. While the Company intends to settle its debt with Mr. Greene, it does not
currently have the ability to do so. Accordingly, Mr. Greene has become hostile
towards the Company and its management team.

On May 1, 2003, The Company announced the appointment of Eric F. Paillet as
Executive Vice President of its Viva Airlines, Inc. subsidiary. Mr. Paillet
never assumed official duties and his appointment was rescinded.

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. As previously discussed, the Queen Air acquisition was
unable to be completed. Viva Air Dominicana has received assurances that it will
be recognized with similar flag carrier approval.

<PAGE>

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. As of today, the conversion offer
to convert common shares into preferred shares has not been implemented and it
is unlikely that the contemplated plan will be offered due to an inadequate
level of interest in participating by the Company's shareholders.

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. Subsequent to the announcement, the Queen
Air, Aeronaves Queen, S.A. agreement was mutually rescinded. As of today, the
Company through Viva Air Dominicana, S.A., is pursuing its airline operational
authority certificate.

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 that Oscar Hasan had appointed a 5 member
outside advisory committee of New York City area travel associations to assist
in strategic market planning for the Caribbean, Central and South America.
Recommendations to commence services from New York to Santo Domingo starting in
July Of 2003 were unable to be implemented. Subsequently the Company has
restructured its primary targeted markets for initial services and accordingly,
New York is not currently a market the Company plans to develop on its own.

Further, the Company announced that it would begin providing airline passenger
and cargo services from Punta Cana, Dominican Republic to Caracas, Venezuala and
to Sao Paulo, Brazil on July 15, 2003 under a code share agreement with a
Brazilian air Carrier. The Brazilian air carrier withdrew its code share
agreement prior to the expected start of the agreement.

The Company also announced that it opened an office in the Jet Center at Fort
Lauderdale, Florida for use as an operational an administrative center. As of
today, the Company has vacated its office in Fort Lauderdale pursuant to the
expiration of its lease and relocated its legal department and various
administrative functions to a location in Miami, Florida. This change will
result in approximately $30,000 in annual savings.

Also on June 3, 2003, The Company announced the issuance of a letter of intent
to acquire a 49% interest in Tropical Air International of St. Kitts and Nevis.
Subsequent investigations resulted in discovery that Tropical Air did not
contain appropriate current licensing and the Company withdrew its interest in
Tropical.

The Company also announced that it had reached an agreement to acquire a 45%
interest in Notheast Bolivian Airways, Ltd. The agreement provided for the
development of a 129 Category I certificate with plans to open up flight service
to South America. The Company was unable to provide necessary expenses or
funding to Northeast Bolivian and accordingly, Northeast Bolivian terminated the
agreement.

Finally, the Company announced that it has agreed to acquire nine (9) DC-9-32's
as needed from Mojave Jet under a financing facility arrangement provided by
Cherokee Transportation Group. Due to the Company's inability to complete other
agreements and/or airline acquisitions and/or joint venture arrangements, none
of The none (9) DC-9-32's have been acquired. It is doubtful that any of the
aircraft remain available to acquire.

<PAGE>

On July 2, 2003, The Company announced that its name had officially been changed
to Viva International, Inc. and that it has commenced trading on the OTC
Bulletin Board System under the symbol: VIVI. Further, the assigning of the
symbol coincided with the Company's implementation of a one (1) for 800 reverse
split. The Company also announced the retention of Martin E. Janis & Company to
carry out an extensive public awareness program. As of today, the Janis firm is
no longer engaged due to the Company's inability to make proper payment for
services as rendered. There is approximately $12,000 of liability to the Janis
firm on the Company's books.

On July 14, 2003, The Company announced that an L-1011-50 aircraft subject to a
financial agreement with Tri-Star Capital, Ltd. was moved from Tucson, Arizona
to Cochabamba, Bolivia on July 13, 2003 for airworthiness testing. Subsequently,
the aircraft was discovered to have material defects and the agreements pursuant
to the cost of moving the aircraft and performance thereof were disputed. No
resolution was reached. The aircraft was to have been utilized in connection
with the Company's agreements with Northeast Bolivian. The Northeast Bolivian
agreement was abandoned due to the Company's inability to provide the underlying
financial assistance necessary to support the agreement.

On August 11, 2003, The Company announced that it has entered into several
agreements with Fina Air. Among the agreements are: a joint venture agreement
that provided for Fina to operate various flight routes that will be part of the
Viva Dominicana schedule. Viva was also to provide various technical and
administrative support as well as to place two (2) aircraft (SAAB 340's) with
Fina. The Company did provide various technical and administrative support to
Fina for which we were not compensated. In addition, the Company arranged for
some financial support for Fina as provided by a third party. However, due to
the delays in Viva commencing Operations and the subsequent inability of Viva to
provide working capital, deposits and finalize the acquisition of the SAAB
aircraft, Fina terminated all of the agreements and understandings then
existing.

On September 2, 2003, The Company announced that it had appointed Stuart Carnie
as its President and Chief Executive Officer. Mr. Carnie has held significant
executive positions within the airline and related industries during the past
decade. In February of 2004, Mr. Carnie resigned his positions to pursue other
opportunities. Company Chairman, Robert J. Scott, assumed the roles of President
and Chief Executive Officer until July 15, 2004 when Oscar Hasan officially
accepted appointment to those posts.

On September 3, 2003, The Company announced a joint venture agreement with Pride
Airline Network of Humble, Texas. Under the agreement, Viva would provide
infrastructure for landing rights, fly over rights, reservations, ticketing and
ground handling. The joint venture agreement has not been activated and there
are no assurances that it will be.

On September 4, 2003, The Company announced that it had reached agreement on a 3
aircraft acquisition and financing package with Mach Aero International. The
Company has been unable to raise the funds necessary for a deposit or down
payment on the aircraft. As of today, it is unknown if the agreement remains
available to complete.

On September 8, 2003, The Company announced that Fina Air has obtained its FAA
135 certificate. Subsequently, Fina has terminated its agreements and its
association with Viva.

On September 10, 2003, The Company announced that it had reached an agreement on
behalf of Viva Air Dominicana to lease two (2) DC-9-15 from Air Transport Group,
LLC and Centec Aviation, Inc. for a 3 year period. The Company further announced
that Oscar Hasan has been appointed President of Viva Air Dominicana. As of
today, the Company has been unable to raise the amount necessary for deposits on
the DC-9-15 lease. Mr. Hasan continues to be the President of Viva Air
Dominicana.

On September 12, 2003, The Company announced that it has formed an air services
division and that Arnold Leonora has accepted appointment as the division's
President. As of today, the air services division has not transacted business
and accordingly, Mr. Leonora has not provided any services to the Company. The
willingness of Mr. Leonara to accept appointment at a future date is unlikely.

<PAGE>

On September 23 and 24, 2003, The Company announced that it has issued a letter
of commitment to acquire a 49% interest in Royal Aruban Airlines through its
Hardyston Distributors, Inc. subsidiary. The Company further announced that it
intended to spin-off Hardyston Distributors, Inc. under a plan that would reward
its shareholders of record as of October 15, 2003 with 1 share of Hardyston for
every 3 shares owned in Viva. Subsequently, the Company finalized an agreement
with Royal Aruban Airlines. Additionally, an involuntary bankruptcy petition was
filed against Royal Aruban by two former employees and one creditor. This forced
Viva to submit plans for Reorganization and debt settlement to Royal Aruban and
its attorneys. Royal Aruban and its attorneys demanded cash and/or other
consideration as a prerequisite to presenting the Viva plan to the Aruban court.
Viva refused the Royal Aruban demand and accordingly, submitted its own plan to
the Aruban Courts. To the best of our knowledge, the Aruban Courts approved a
Moratorium for Royal Aruban from its creditors. Further, Royal Aruban has not
started operations. Viva believes the original agreement between the Company and
Royal Aruban has been set aside and that it would have to renegotiate a new
contract should it desire a working relationship with Royal Aruban. As of today,
this is not likely. Also, the spin-off of Hardyston Distributors, Inc. is being
delayed to a future date when a business interest or economic benefit to its
shareholders can occur.

On October 15, 2003, The Company announced that ticket sales for flights from
Ft. Lauderdale, FL. to Aruba will begin on October 27, 2003 and air services
will begin on December 1, 2003. Due to the Royal Aruban court proceedings
seeking protection from its creditors and further due to Viva's inability to
raise sufficient amounts of capital to overcome the Royal Aruban credit related
problems ticket sales and subsequent air service was not able to commence.

On October 23, 2003, The Company had announced that it had completed
negotiations and entered into a letter of intent with Turaser of Brazil to
provide flights twice a week from Punta Cana, Dominican Republic to Sao Paulo,
Brazil beginning December 1, 2003. The contract has been deferred to a future
date and will become activated upon the Company, through Viva Air Dominicana,
S.A., being able to prove its ability to provide the services specified in the
contract. As of today, the Company has been unable to prove its ability due to
its lack of capital and inability to raise the funds necessary to place deposits
on aviation lease contracts and pay for the costs of deploying the aircraft.

On November 6, 2003, The Company announced that it had completed its agreements
with Royal Aruban Airlines on behalf of its Hardyston Distributors, Inc.
subsidiary to acquire a 49% interest in Royal Aruban. See the update provided in
connection with the announcements of September 23 & 24, 2003 above.

On November 19, 2003, The Company announced that the Royal Aruban Airlines (RAA)
director of maintenance has accepted the first aircraft to be put into regional
service for RAA. The DC-9 aircraft at Coopesa Maintenance in San Jose, Costa
Rica although accepted was not ferried to Aruba due to the Company's inability
to place a satisfactory lease deposit on the aircraft and other disputes with
officials of Royal Aruban.

On November 19, 2003, The Company announced that E. Thomas Septembre had
accepted appointment as in-house counsel. Mr. Septembre continues to serve in
his appointed capacity and currently operates out of our offices in Miami,
Florida.

On December 8, 2003, The Company announced the retirement of 12 1/2 million
shares of its convertible preferred shares representing 125 million fully
diluted common shares.

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

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

On July 19, 2004, The Company announced the ratification of a flight operations
agreement with Skyplan Services Limited of Alberta, Canada. The agreement calls
for Skyplan to provide flight Dispatch, flight planning, flight following and
flight watch services.

<PAGE>

On July 20, 2004, The Company announced that is has selected Videcom
International, Inc. of the United Kingdom to be its airline reservation system
provider. Videcom will provide software and support for reservations, flight
inventory, fares, ticketing, credit card authorization and other related
services.

On August 13, 2004, The Company announced that it has executed a mutual letter
of intent with SRX Continental, Inc. of Aventura, FL. to provide for a joint
venture Air Lift Service agreement for Cargo operations. The Company has been
unable to activate the agreement to an operating status as certain issues and
requirements pertaining to the Viva Air Dominicana's airline operating
certificate has yet to be satisfied. Management believes that the obstacles
currently existing will be removed within a short period of time and that
discussions with SRX Continental can be resumed. As far as management can
determine, the mutual benefits of a Viva/SRX joint venture agreement remain
strong.

On August 23, 2004, The Company announced that Viva International and SRX
Continental were planning to enter into a business combination. Certain issues
and requirements pertaining to the airline operating certificate of Viva Air
Dominicana that require resolution to activate to allow usage and trafficking
and accordingly, continuing discussions with SRX Continental have been deferred.
Management expects that these discussions will resume in December of 2004 or
January of 2005.

On September 13, 2004, The Company announced that it was nearing the completion
on sale of its wholly owned subsidiary, C. T. Industries to Legends Group
Holdings (previously known as Adventure Group Holdings Corporation). The
announced sale has not been completed due to the inability of Legends Group to
raise the capital necessary to undertake certain filings and registrations as
contemplated under the agreement. Viva does not know if the Legends Group will
be able to complete this agreement but we have not received any indication from
Legends Group that they will not be able to raise the funds necessary to do so.

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

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

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

On November 16, 2004, The Company announced that it has reached agreement on the
sale/spin off of its wholly owned subsidiary, Universal Filtration, Inc. to Carr
Holdings, LLC of Novi, Michigan. Pursuant to the agreement, Carr will assume up
to $100,000 of liabilities and plans to take Universal public. Carr further has
agreed to offer each Viva shareholder of record as of November 20, 2004 one
share in the new public company for each share of Viva owned.

On November 17, 2004, The Company announced that it is pursuing a joint venture
operating opportunity with a Caribbean charter operator and that pursuant to its
efforts has obtained a $50,000 insurance concession from Portsmouth
International Marine Service and Insurance Centre (PIMSIC). PIMSIC and Viva have
agreed to meet on November 29th to explore aircraft and financing opportunities
between the two companies and their affiliates.

On November 19, 2004, The Company announced that it has entered into an
investment banking contract with S. G. Martin Securities of Rocky Point, New
York. S. G. Martin hopes to raise up to $10 million for aircraft financing
commencing with initial efforts to secure SAAB 340 type aircraft under various
open negotiations.

Sources of Liquidity

At September 30, 2004, the Company had no cash. Since inception the Company has
accumulated a deficit of approximately $15,370,209.

Our principal source of funding for the three month period ending September 30,
2004 was from loans from shareholders that are being provided for working
capital purposes during the development of the airline project through Viva
Airlines, our wholly owned subsidiary. At September 30, 2004, $816,010 in
working capital loans have been provided by Company shareholders.

<PAGE>

Viva International, Inc. has previously estimated that it 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. However, Company management
has scaled back its business plan to a level that that will enable it to begin
providing air services so long as it is able to raise a minimum of $500,000.

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. As
a result of the scaling back as discussed in the above paragraph, the Company
believes that it has improved its chances of raising the minimum levels of
financing required.

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

However, should we continue to be unable to raise adequate funds it 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 judgment 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.

<PAGE>


                           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 demanding 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 parties to agree to mutual releases. In return
     for such consideration, plaintiffs agree to allow Mustafa Qattous' stock to
     be traded and sold.

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

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

(4)  Mahure, LLC vs. Auxer Group, Inc. - Superior Court of New Jersey, Law
     Division, Passaic County; Docket No. L-4245-02. Filed August 14, 2002.
     Mahure, LLC, was Auxer's landlord for the premises known as 12 Andrews
     Drive, West Patterson, New Jersey, Auxer's former business address. It is
     suing Auxer for failure to pay base rent of $7,083.33 from October 2001
     through August 2002, plus 50% of real estate taxes, insurance premiums and
     other fixed charges contained in Auxer's lease. Mahure, LLC is requesting
     $58,465.49 attorney's fees, cost of suit and interest. The Company did not
     contest this matter and accordingly, as judgment has been entered against
     it for approximately $98,000.

(5)  Colbie Pacific Capital - On April 24, 2002, Auxer entered into a
     Modification and Restructuring Agreement with Colbie Pacific Capital. The
     agreement required Auxer to make a $350,000 payment to Colbie by September
     28, 2002. Auxer failed to make such payment and the sum of $450,000 plus
     accrued interest is now due to Colbie. On October 8, 2002, Auxer received a
     settlement offer from Colbie's attorney whereby Colbie agreed to allow the
     Company to sell certain assets and make the required payment. Viva 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.

<PAGE>

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

(7)  Environmental Materials Corporation vs. Harvey Westbury Corp., The Auxer
     Group, Inc., Ronald Shaver, Ryan Shaver, et al. - On March 7, 2003
     Environmental Filed an action in the Superior Court of New Jersey for Ocean
     County, Docket No. 717-03, demanding payment for sums allegedly due to it
     from companies under the control of Ronald and Ryan Shaver (the "Shavers")
     and Harvey and the Company. Subsequent discovery revealed that Harvey owed
     a maximum of about $5,500 to Environmental. Harvey and the Company have
     cross claimed against the Shavers and the Shavers have cross claimed
     against the Company seeking damages with respect to their employment
     contracts totaling several hundreds of thousands of dollars. Recent
     investigation has led to a motion brought by the Company seeking to amend
     its Cross Claims to included charges related to a failed attempt to take
     over the Company and a new third-party claim against former counsel to the
     Company, Richard Anslow, Esq. for assisting the Shavers in these efforts
     while still purporting to represent the Company. The Company believes it
     has meritorious defenses against the claims of the Shavers and intends to
     vigorously defend the action. Trial is presently scheduled for June 7,
     2004.

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

(9)  Ty Hiither vs. Viva International, Inc.-Small claims action against the
     Company for unpaid services related to Web Site development. A court
     judgment has been entered against the Company for $3,073 as of July 12,
     2004. Since the judgment has been entered the plaintiff has refused an
     offer to settle the claim by issuance of Company stock and has
     intentionally and maliciously sought to damage the Company through the
     development of a web site portal and by various links to the Company's web
     site. Pursuant to the plaintiffs efforts, she has made various posts and
     made various references to the Company's plans, its 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 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.

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.
There are no known bankruptcy or receivership issues outstanding and we have no
known securities law violations. Additionally, we have no known legal
proceedings in which certain corporate insiders or affiliates of us are in a
position that is adverse to us.

Item 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.
          This debt has now been satisfied in full.

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

<PAGE>

Item 3.   Defaults Upon Senior Securities.

          Not Applicable


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

          None

Item 5.   Other Information.

          None

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

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

          None

          (b) Reports of Form 8-K.

          None

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on November 22, 2004.

                             VIVA INTERNATIONAL, INC.

Date:  November 22, 2004          By:  /s/   Robert Scott
                             -------------------------------------------
                                        Robert J. Scott
                                        Chief Executive Officer,
                                        Chief Financial Officer and
                                        Director